AB Variable Products Series Fund, Inc., et al. – ‘485BPOS’ on 4/29/10

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Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment                             425±  1.65M 
 5: COVER     ¶ Comment-Response or Cover Letter to the SEC            1      1K 
 6: CORRESP   ¶ Comment-Response or Other Letter to the SEC            1      1K 
 2: EX-99.G     Miscellaneous Exhibit                                 52±   178K 
 3: EX-99.I     Miscellaneous Exhibit                                  2±    10K 
 4: EX-99.J     Miscellaneous Exhibit                                  1      6K 

‘485BPOS’   —   Post-Effective Amendment
Document Table of Contents

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As filed with the Securities and Exchange 
Commission on April 29, 2010

                                                              File Nos. 33-18647
                                                                        811-5398

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
Pre-Effective Amendment No. 
                Post-Effective Amendment No. 51                  X

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 

                        Amendment No. 52                         X

--------------------------------------------

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 
(Exact Name of Registrant as Specified in Charter)

1345 Avenue of the Americas, New York, New York 10105 
(Address of Principal Executive Office) (Zip Code)

Registrant's Telephone Number, including Area Code: (800) 221-5672

--------------------------------------------------------------- 

EMILIE D. WRAPP 
AllianceBernstein L.P.
1345 Avenue of the Americas 
New York, New York l0105

(Name and address of agent for service) 
Copies of communications to:
Kathleen K. Clarke
Seward & Kissel LLP 
1200 G Street, NW 
Suite 350 
Washington, DC 20005

It is proposed that this filing will become effective (check appropriate box)   

|_| Immediately upon filing pursuant to paragraph (b)                           
|X| On May 3, 2010 pursuant to paragraph (b)                                    
|_| 60 days after filing pursuant to paragraph (a)(1)                           
|_| On (date) pursuant to paragraph (a)(1)                                      
|_| 75 days after filing pursuant to paragraph (a)(2)                           
|_| On (date) pursuant to paragraph (a) of Rule 485                             

If appropriate, check the following box:                                        

___ This post-effective amendment designates a new effective date for a         
previously filed post-effective amendment.                                      

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VARIABLE PRODUCTS SERIES FUND                                                   

PROSPECTUS  |  MAY 3, 2010                                                    

AllianceBernstein Variable Products Series Fund, Inc.                         
Class A Prospectus                                                            

                                                                [Download Table]
                                                                        
AllianceBernstein VPS                                                   
    Money Market Portfolio            Small Cap Growth Portfolio        
    Intermediate Bond Portfolio       Real Estate Investment Portfolio  
    Large Cap Growth Portfolio        International Value Portfolio     
    Growth and Income Portfolio       Small/Mid Cap Value Portfolio     
    Growth Portfolio                  Value Portfolio                   
    International Growth Portfolio    Balanced Wealth Strategy Portfolio
    Global Thematic Growth Portfolio                                    

This Prospectus describes the Portfolios that are available as underlying     
investments through your variable contract. For information about your        
variable contract, including information about insurance-related expenses, see
the prospectus for your variable contract which accompanies this Prospectus.  

The Securities and Exchange Commission has not approved or disapproved these  
securities or passed upon the adequacy of this Prospectus. Any representation 
to the contrary is a criminal offense.                                        

[LOGO]                                                                
AB                                                                
ALLIANCEBERNSTEIN                                                               

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INVESTMENT PRODUCTS OFFERED                                                     
..  ARE NOT FDIC INSURED                                                        
..  MAY LOSE VALUE                                                              
..  ARE NOT BANK GUARANTEED                                                     

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TABLE OF CONTENTS                                                               
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                                    Page
                                                                        
SUMMARY INFORMATION................................................   4 
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS.  45 
INVESTING IN THE PORTFOLIOS........................................  56 
MANAGEMENT OF THE PORTFOLIOS.......................................  59 
DIVIDENDS, DISTRIBUTIONS AND TAXES.................................  67 
GLOSSARY...........................................................  68 
FINANCIAL HIGHLIGHTS...............................................  69 
APPENDIX A--BOND RATINGS........................................... A-1 
APPENDIX B--HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION........ B-1 

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SUMMARY INFORMATION                                                             
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO                                    
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is maximum current income to the extent    
consistent with safety of principal and liquidity.                              

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .45%
Other Expenses                      .45%
                                    ----
Total Portfolio Operating Expenses  .90%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   92
After 3 Years   $  287
After 5 Years   $  498
After 10 Years  $1,108
----------------------

PRINCIPAL STRATEGIES                                                            
The Portfolio is a "money market fund" that seeks to maintain a stable net      
asset value, or NAV, of $1.00 per share although there is no guarantee that the 
Portfolio will maintain an NAV of $1.00 per share. The Portfolio invests in a   
portfolio of high-quality, U.S. Dollar-denominated money market securities.     

The Portfolio may invest in:                                                    

..  marketable obligations issued or guaranteed by the U.S. Government, its     
agencies or instrumentalities, including obligations that are issued by   
 private issuers that are guaranteed as to principal or interest by the U.S.
Government, its agencies or instrumentalities;                            

..  certificates of deposit and bankers' acceptances issued or guaranteed by, or
time deposits maintained at, banks or savings and loan associations       
(including foreign branches of U.S. banks or U.S. or foreign branches of  
foreign banks) having total assets of more than $500 million;             

..  high-quality commercial paper (or, if not rated, commercial paper determined
by the Adviser to be of comparable quality) issued by U.S. or foreign     
 companies and participation interests in loans made to companies that issue
such commercial paper;                                                    

..  adjustable rate obligations;                                                

..  asset-backed securities;                                                    

4                                                                               

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..  restricted securities (i.e., securities subject to legal or contractual     
restrictions on resale); and                                              

..  repurchase agreements that are fully collateralized.                        

The Portfolio may also invest up to 25% of its net assets in money market       
instruments issued by foreign branches of foreign banks.                        

As a money market fund, the Portfolio must meet the requirements of Securities  
and Exchange Commission ("Commission") Rule 2a-7. The Rule imposes strict       
conditions on the investment quality, maturity, and diversification of the      
Portfolio's investments. Among other things, Rule 2a-7 requires that the        
Portfolio's investments have (i) a remaining maturity of no more than 397 days, 
(ii) a weighted average maturity that does not exceed 60 days, and (iii) a      
weighted average life that does not exceed 120 days. Rule 2a-7 imposes daily    
and weekly liquidity standards that require the Portfolio to hold investments   
of at least 10% and 30% of its total assets, respectively, in liquid assets     
(i.e., cash, U.S. Government securities, and securities that mature in 1 or 5   
days, respectively). Rule 2a-7 also limits the Portfolio's investments in       
illiquid securities (those that cannot be sold within 7 days) to 5% of its      
total assets. Although some of the requirements were added in recent amendments 
to Rule 2a-7 and have different effective dates (June 30, 2010 for weighted     
average maturity and weighted average life requirements and May 28, 2010 for    
daily and weekly liquidity requirements and limit on investments in illiquid    
securities), the Portfolio expects to be substantially in compliance with these 
requirements prior to their effective dates.                                    

PRINCIPAL RISKS                                                                 
..  MONEY MARKET FUND RISK: Money market funds are sometimes unable to maintain 
an NAV at $1.00 per share and, as it is generally referred to, "break the 
buck." In that event, an investor in a money market fund would, upon      
 redemption, receive less than $1.00 per share. The Portfolio's shareholders
should not rely on or expect an affiliate of the Portfolio to purchase    
distressed assets from the Portfolio, make capital infusions, enter into  
credit support agreements or take other actions to prevent the Portfolio  
from breaking the buck. In addition, you should be aware that significant 
redemptions by large investors in the Portfolio could have a material     
adverse effect on the Portfolio's other shareholders. The Portfolio's NAV 
could be affected by forced selling during periods of high redemption     
pressures and/or illiquid markets.                                        

..  INTEREST RATE RISK: Changes in interest rates will affect the yield and     
 value of the Portfolio's investments in short-term securities. A decline in
 interest rates will affect the Portfolio's yield as these securities mature
  or are sold and the Portfolio purchases new short-term securities with lower
 yields. Generally, an increase in interest rates causes the value of a debt
instrument to decrease. The change in value for shorter-term securities is
 usually smaller than for securities with longer maturities. In addition, if
 interest rates remain low for an extended period of time, the Portfolio may
have difficulties in maintaining a positive yield, paying expenses out of 
the Portfolio's assets, or maintaining a stable $1.00 NAV.                

..  CREDIT RISK: Credit risk is the possibility that a security's credit rating 
 will be downgraded or that the issuer of the security will default (fail to
make scheduled interest and principal payments). Credit quality can change
rapidly in certain market environments and the default of a single holding
could have the potential to cause significant NAV deterioration.          

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

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are       
 difficult to purchase or sell, which may prevent the Portfolio from selling
out of these securities at an advantageous time or price.                 

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

An investment in the Portfolio is not insured or guaranteed by the Federal      
Deposit Insurance Corporation or any other government agency. Although the      
Portfolio seeks to preserve the value of your investment at $1.00 per share, it 
is possible that you may lose money by investing in the Portfolio.              

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

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

..  the Portfolio's average annual returns for one, five and ten years.         

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

                                                                           5

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04       05      06      07      08      09 
------  ------  ------  ------  ------   ------  ------  ------  ------  ------ 
5.90    3.57    1.10    0.53    0.71     2.35    4.22    4.35    1.90    0.17 

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

BEST QUARTER WAS UP 1.52%, 3RD QUARTER, 2000; AND WORST QUARTER WAS UP 0.0024%, 
3RD AND 4TH QUARTER, 2009.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                                [Download Table]

           1 YEAR 5 YEARS 10 YEARS
----------------------------------
                                  
Portfolio  0.17%   2.58%   2.46%  
----------------------------------

You may obtain the most current seven-day yield information of the Portfolio by 
calling 800-221-5672 or your financial intermediary.                            

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

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

6                                                                               

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

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is to generate income and price            
appreciation without assuming what the Adviser considers undue risk.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .45%
Other Expenses                      .24%
                                    ----
Total Portfolio Operating Expenses  .69%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                    
--------------------
After 1 Year    $ 70
After 3 Years   $221
After 5 Years   $384
After 10 Years  $859
--------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 102% of the average value of its        
portfolio.                                                                      

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

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

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

                                                                           7

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

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

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

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

..  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.                 

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

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

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

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

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

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

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are       
difficult to purchase or sell, possibly preventing the Portfolio from     
selling out of these illiquid securities at an advantageous price.        
  Derivatives and securities involving substantial market and credit risk tend
to involve greater liquidity risk. The Portfolio is subject to liquidity  
risk because the market for municipal securities is generally smaller than
many other markets.                                                       

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

8                                                                               

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04      05      06      07      08      09  
------  ------  ------  ------  ------  ------  ------  ------  ------  ------  
11.08    7.88    7.79    3.89    3.77    1.98    3.93    4.85   -6.38    18.51  

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

BEST QUARTER WAS UP 8.00%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN        
-4.23%, 3RD QUARTER, 2008.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Portfolio                                                                                        18.51%  4.28%   5.55%  
------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%   6.33%  
------------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

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

Shawn E. Keegan     Since April 2007     Vice President of the Adviser           

Alison M. Martier   Since April 2007     Senior Vice President of the Adviser    

Douglas J. Peebles  Since November 2007  Executive Vice President of the Adviser 

Greg J. Wilensky    Since April 2007     Senior Vice President of the Adviser    

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

                                                                           9

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ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .75%
Other Expenses                      .13%
                                    ----
Total Portfolio Operating Expenses  .88%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   90
After 3 Years   $  281
After 5 Years   $  488
After 10 Years  $1,084
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 97% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in equity securities of a limited number of     
large, carefully selected, high-quality U.S. companies. The Adviser tends to    
focus on those companies that have strong management, superior industry         
positions, excellent balance sheets, and superior earnings growth prospects.    
Under normal circumstances, the Portfolio will invest at least 80% of its net   
assets in common stocks of large-capitalization companies.                      

For these purposes, "large-capitalization companies" are those that, at the     
time of investment, have market capitalizations within the range of market      
capitalizations of companies appearing in the Russell 1000(R) Growth Index.     
While the market capitalizations of companies in the Russell 1000(R) Growth     
Index ranged from approximately $260 million to approximately $332 billion as   
of December 31, 2009, the Portfolio normally will invest in common stocks of    
companies with market capitalizations of at least $5 billion at the time of     
purchase.                                                                       

The Adviser expects that normally the Portfolio's portfolio will tend to        
emphasize investments in securities issued by U.S. companies, although it may   
invest in foreign securities. The Portfolio is designed for those seeking to    
accumulate capital over time with less volatility than that associated with     
investment in smaller companies. Normally, the Portfolio invests in about 50-70 
companies, with the 25 most highly regarded of these companies usually          
constituting approximately 70% of the Portfolio's net assets. The Portfolio is  
thus atypical from most equity mutual funds in its focus on a relatively small  
number of intensively researched companies.                                     

10                                                                              

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PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

..  FOCUSED PORTFOLIO RISK: Investments in a limited number of companies may    
 have more risk because changes in the value of a single security may have a
   more significant effect, either negative or positive, on the Portfolio's NAV.

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

..  INDUSTRY/SECTOR RISK: Investments in a particular industry or group of      
related industries may have more risk because market or economic factors  
 affecting that industry could have a significant effect on the value of the
Portfolio's investments.                                                  

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04       05      06      07      08      09 
------  ------  ------  ------  ------   ------  ------  ------  ------  ------ 
-16.58  -17.21  -30.64   23.67   8.62     15.14   -0.44   13.92  -39.66   37.52 

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

BEST QUARTER WAS UP 16.71%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-19.83%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio                                                                          37.52%  1.62%   -3.54% 
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99% 
----------------------------------------------------------------------------------------------------------

                                                                            11

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

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

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE  TITLE                                
----------------------------------------------------------------------------
                                                                            
Joseph R. Elegante     Since 2010      Senior Vice President of the Adviser 

Jason P. Ley           Since 2010      Senior Vice President of the Adviser 

David F. Randell       Since 2010      Senior Vice President of the Adviser 

P. Scott Wallace       Since 2006      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

12                                                                              

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ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO                               
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .55%
Other Expenses                      .08%
                                    ----
Total Portfolio Operating Expenses  .63%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                    
--------------------
After 1 Year    $ 64
After 3 Years   $202
After 5 Years   $351
After 10 Years  $786
--------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 125% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in the equity securities of U.S. companies that 
the Adviser believes are undervalued, focusing on dividend-paying securities.   
The Adviser believes that, over time, a company's stock price will come to      
reflect its intrinsic economic value. The Portfolio may invest in companies of  
any size and in any industry.                                                   

The Adviser depends heavily upon the fundamental analysis and research of its   
large internal research staff in making investment decisions for the Portfolio. 
The research staff follows a primary research universe of approximately 500     
largely U.S. companies.                                                         

In determining a company's intrinsic economic value, the Adviser takes into     
account many fundamental and financial factors that it believes bear on the     
company's ability to perform in the future, including earnings growth,          
prospective cash flows, dividend growth and growth in book value. The Adviser   
then ranks each of the companies in its research universe in the relative order 
of disparity between their intrinsic economic values and their current stock    
prices, with companies with the greatest disparities receiving the highest      
rankings (i.e., being considered the most undervalued). The Adviser anticipates 
that the Portfolio's portfolio normally will include approximately 60-90        
companies, with substantially all of those companies ranking in the top three   
deciles of the Adviser's valuation model.                                       

                                                                            13

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The Adviser recognizes that the perception of what is a "value" stock is        
relative and the factors considered in determining whether a stock is a "value" 
stock may, and often will, have differing relative significance in different    
phases of an economic cycle. Also, at different times, and as a result of how   
individual companies are valued in the market, the Portfolio may be attracted   
to investments in companies with different market capitalizations (i.e.,        
large-, mid- or small-capitalization) or companies engaged in particular types  
of business (e.g., banks and other financial institutions), although the        
Portfolio does not intend to concentrate in any particular industries or        
businesses. The Portfolio's portfolio emphasis upon particular industries or    
sectors will be a by-product of the stock selection process rather than the     
result of assigned targets or ranges.                                           

The Portfolio also invests in high-quality securities of non-U.S. issuers. The  
Portfolio may enter into derivatives transactions, such as options, futures,    
forwards, and swap agreements.                                                  

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

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

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

..  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.                                                  

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04      05      06      07      08      09  
------  ------  ------  ------  ------  ------  ------  ------  ------  ------  
13.89    0.36   -22.05   32.50  11.46    4.87   17.29    5.12   -40.60   20.82  

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

BEST QUARTER WAS UP 17.55%, 2ND QUARTER, 2003; AND WORST QUARTER WAS DOWN       
-20.17%, 4TH QUARTER, 2008.                                                     

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PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                  1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
                                                                                                         
Portfolio                                                                         20.82% -1.49%   2.02%  
---------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%   2.47%  
---------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE         LENGTH OF SERVICE  TITLE                                
-------------------------------------------------------------------------
                                                                         
Frank V. Caruso     Since 2001      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

                                                                            15

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ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO                                          
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Other Expenses                       .31%
                                    -----
Total Portfolio Operating Expenses  1.06%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  108
After 3 Years   $  337
After 5 Years   $  585
After 10 Years  $1,294
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 197% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a domestic portfolio of equity securities of 
companies selected by the Adviser for their growth potential within various     
market sectors. Examples of the types of market sectors in which the Portfolio  
may invest include, but are not limited to, information technology (which       
includes telecommunications), health care, financial services, infrastructure,  
energy and natural resources, and consumer growth. The Adviser's growth         
analysts use proprietary research to seek to identify companies or industries   
that other investors have underestimated, overlooked or ignored--for example,   
some hidden earnings driver (including, but not limited to, reduced             
competition, market share gain, better margin trend, increased customer base,   
or similar factors) that would cause a company to grow faster than market       
forecasts.                                                                      

In consultation with the Adviser's U.S. Growth Portfolio Oversight Group, the   
senior sector analysts are responsible for the construction of the portfolio.   
The senior sector analysts and the Portfolio Oversight Group allocate the       
Portfolio's investments among market sectors based on the fundamental company   
research conducted by the Adviser's large internal research staff, assessing    
the current and forecasted investment opportunities and conditions, as well as  
diversification and risk considerations. The senior sector analysts and the     
Portfolio Oversight Group may vary the percentage allocations among market      
sectors and may change the market sectors in which the Portfolio invests as     
companies' potential for growth within a sector matures and new trends for      
growth emerge.                                                                  

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The Portfolio emphasizes investments in large- and mid-capitalization           
companies; however, the Portfolio has the flexibility to invest across the      
capitalization spectrum. The Portfolio is designed for those seeking exposure   
to companies of various sizes. Normally, the Portfolio invests in approximately 
80-120 companies. The Portfolio may enter into, without limit, derivatives      
transactions, such as options, futures, forwards, or swap agreements.           

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04       05      06      07      08      09 
------  ------  ------  ------  ------   ------  ------  ------  ------  ------ 
-17.51  -23.47  -28.08   35.06   14.73    11.97   -1.07   13.02  -42.43   33.13 

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

BEST QUARTER WAS UP 16.37%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN       
-23.11%, 1ST QUARTER, 2001.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio                                                                          33.13% -0.82%   -3.85% 
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99% 
----------------------------------------------------------------------------------------------------------

                                                                            17

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

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

                                                                [Download Table]

EMPLOYEE          LENGTH OF SERVICE    TITLE                                   
-------------------------------------------------------------------------------
                                                                               
William D. Baird  Since 2006           Senior Vice President of the Adviser    

Frank V. Caruso   Since December 2008  Senior Vice President of the Adviser    

Lisa A. Shalett   Since December 2008  Executive Vice President of the Adviser 

Vadim Zlotnikov   Since December 2008  Executive Vice President of the Adviser 


ADDITIONAL INFORMATION                                                          

For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

18                                                                              

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ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO                            
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .75%
Other Expenses                      .24%
                                    ----
Total Portfolio Operating Expenses  .99%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  101
After 3 Years   $  315
After 5 Years   $  547
After 10 Years  $1,213
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 118% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in an international portfolio of equity         
securities of companies selected by the Adviser for their growth potential      
within various market sectors. Examples of the types of market sectors in which 
the Portfolio may invest include, but are not limited to, information           
technology, telecommunications, health care, financial services,                
infrastructure, energy and natural resources, and consumer growth. The          
Adviser's growth analysts use proprietary research to seek to identify          
companies or industries that other investors have underestimated, overlooked or 
ignored--for example, some hidden earnings driver (including, but not limited   
to, reduced competition, market share gain, better margin trend, increased      
customer base, or similar factors) that would cause a company to grow faster    
than market forecasts.                                                          

In consultation with the senior sector analysts, the Adviser's International    
Growth Portfolio Oversight Group is responsible for the construction of the     
portfolio. The senior sector analysts and the Portfolio Oversight Group         
allocate the Portfolio's investments among market sectors based on the          
fundamental company research conducted by the Adviser's large internal research 
staff, assessing the current and forecasted investment opportunities and        
conditions, as well as diversification and risk considerations. The senior      
sector analysts and the Portfolio Oversight Group may vary the percentage       
allocations among market sectors and may change the market sectors in which the 
Portfolio invests as companies' potential for growth within a sector matures    
and new trends for growth emerge.                                               

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Under normal market conditions, the Portfolio invests significantly (at least   
40%--unless market conditions are not deemed favorable by the Adviser) in       
securities of non-U.S. companies. In addition, the Portfolio invests, under     
normal circumstances, in the equity securities of companies located in at least 
three countries (and normally substantially more) other than the United States. 
The Portfolio invests in securities of companies in both developed and emerging 
market countries. Geographic distribution of the Portfolio's investments among  
countries or regions also will be a product of the stock selection process      
rather than a pre-determined allocation. The Portfolio may also invest in       
synthetic foreign equity securities, which are various types of warrants used   
internationally that entitle a holder to buy or sell underlying securities. The 
Adviser expects that normally the Portfolio's portfolio will tend to emphasize  
investments in larger capitalization companies, although the Portfolio may      
invest in smaller or medium capitalization companies. The Portfolio may enter   
into, without limit, derivatives transactions, such as options, futures,        
forwards and swaps. The Portfolio normally invests in approximately 90-130      
companies.                                                                      

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

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

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

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

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

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

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

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

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

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

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

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

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

An additional index is included in the performance table to show how the        
Portfolio's performance compares with an index of the equity market performance 
of developed and emerging markets.                                              

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

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BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04       05      06      07      08      09 
------  ------  ------  ------  ------   ------  ------  ------  ------  ------ 
-22.99  -17.30   -4.19   43.46   24.27    20.84   27.04   18.13  -48.85   39.58 

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

BEST QUARTER WAS UP 24.51%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-27.30%, 3RD QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Portfolio                                                                                        39.58%  5.30%   3.48%  
------------------------------------------------------------------------------------------------------------------------
MSCI World Index (ex. U.S.)                                                                                             
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of                         
non-U.S. withholding taxes)                                                                      33.67%  4.07%   1.62%  
------------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (ex. U.S.)                                                                                          
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of                         
non-U.S. withholding taxes)                                                                      41.45%  5.83%   2.71%  
------------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE              LENGTH OF SERVICE  TITLE                                   
---------------------------------------------------------------------------------
                                                                                 
Gregory D. Eckersley     Since 2006      Senior Vice President of the Adviser    

Robert W. Scheetz        Since 2006      Senior Vice President of the Adviser    

Christopher M. Toub      Since 2005      Executive Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO                          
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Other Expenses                       .25%
                                    -----
Total Portfolio Operating Expenses  1.00%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  102
After 3 Years   $  318
After 5 Years   $  552
After 10 Years  $1,225
----------------------

PORTFOLIO TURNOVER                                                              

The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 215% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio pursues opportunistic growth by investing in a global universe of 
companies in multiple industries that may benefit from innovation.              

The Portfolio pursues a high risk strategy, using AllianceBernstein Research to 
identify opportunistic investments in innovation, and is offered as a satellite 
to supplement core investment strategies.                                       

The Adviser employs a combination of "top-down" and "bottom-up" investment      
processes with the goal of identifying the most attractive securities           
worldwide, fitting into broader themes, which are developments that have broad  
effects across industries and companies. Drawing on the global fundamental and  
quantitative research capabilities of the Adviser, and its economists'          
macro-economic insights, the Adviser seeks to identify long-term economic or    
business trends that will affect multiple industries. The Adviser will assess   
the effects of these trends, in the context of the business cycle, on entire    
industries and on individual companies. Through this process, the Adviser       
intends to identify key investment themes, which will be the focus of the       
Portfolio's investments and which are expected to change over time based on the 
Adviser's research.                                                             

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In addition to this "top-down" thematic approach, the Adviser will also use a   
"bottom-up" analysis of individual companies that focuses on prospective        
earnings growth, valuation and quality of company management. The Adviser       
normally considers a universe of approximately 2,600 mid- to                    
large-capitalization companies worldwide for investment.                        

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

The Portfolio may invest in any company and industry and in any type of equity  
security, listed and unlisted, with potential for capital appreciation. It      
invests in well-known, established companies as well as new, smaller or         
less-seasoned companies. Investments in new, smaller or less-seasoned companies 
may offer more reward but may also entail more risk than is generally true of   
larger, established companies. The Portfolio may enter into, without limit,     
derivatives transactions, such as options, futures, forwards and swaps. The     
Portfolio may also invest in synthetic foreign equity securities, which are     
various types of warrants used internationally that entitle a holder to buy or  
sell underlying securities, real estate investment trusts and zero coupon       
bonds. Normally, the Portfolio invests in about 60-80 companies.                

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

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are       
 difficult to purchase or sell, which may prevent the Portfolio from selling
out of these securities at an advantageous time or price.                 

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04       05      06      07      08      09 
------  ------  ------  ------  ------   ------  ------  ------  ------  ------ 
-21.52  -25.23  -41.70   44.18   5.38     3.86    8.64    20.20  -47.37   53.49 

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

BEST QUARTER WAS UP 34.37%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN       
-35.20%, 3RD QUARTER, 2001.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Portfolio                                                                                       53.49%  1.84%   -5.48% 
-----------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (Net)                                                                                              
(reflects no deduction for fees, expenses or taxes except the reinvestment of dividends net of                         
non-U.S. withholding taxes)                                                                     29.99%  2.01%   -0.24% 
-----------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE           LENGTH OF SERVICE    TITLE                                   
--------------------------------------------------------------------------------
                                                                                
Joseph G. Carson   Since May 2009       Senior Vice President of the Adviser    

Amy P. Raskin      Since May 2009       Senior Vice President of the Adviser    

Andrew S. Reiss    Since November 2009  Senior Vice President of the Adviser    

Robert W. Scheetz  Since November 2009  Senior Vice President of the Adviser    

Lisa A. Shalett    Since May 2009       Executive Vice President of the Adviser 

Catherine D. Wood  Since May 2009       Senior Vice President of the Adviser    

Vadim Zlotnikov    Since May 2009       Executive Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Other Expenses                       .87%
                                    -----
Total Portfolio Operating Expenses  1.62%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  165
After 3 Years   $  511
After 5 Years   $  881
After 10 Years  $1,922
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 106% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a diversified portfolio of equity securities 
with relatively smaller capitalizations as compared to the overall U.S. market. 
Under normal circumstances, the Portfolio invests at least 80% of its net       
assets in equity securities of smaller companies. For these purposes, "smaller  
companies" are those that, at the time of investment, fall within the lowest    
20% of the total U.S. equity market capitalization (excluding, for purposes of  
this calculation, companies with market capitalizations of less than $10        
million). As of December 31, 2009, there were approximately 4,400 smaller       
companies, and those smaller companies had market capitalizations ranging up to 
approximately $7.7 billion. Because the Portfolio's definition of smaller       
companies is dynamic, the limits on market capitalization will change with the  
markets.                                                                        

The Portfolio may invest in any company and industry and in any type of equity  
security with potential for capital appreciation. It invests in well-known and  
established companies and in new and less-seasoned companies. The Portfolio's   
investment policies emphasize investments in companies that are demonstrating   
improving financial results and a favorable earnings outlook. The Portfolio may 
invest in foreign securities.                                                   

When selecting securities, the Adviser typically looks for companies that have  
strong, experienced management teams, strong market positions, and the          
potential to support greater than expected earnings growth rates. In making     
specific investment decisions for                                               

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the Portfolio, the Adviser combines fundamental and quantitative analysis in    
its stock selection process. The Portfolio may periodically invest in the       
securities of companies that are expected to appreciate due to a development    
particularly or uniquely applicable to that company regardless of general       
business conditions or movements of the market as a whole. Normally, the        
Portfolio invests in about 95-125 companies.                                    

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01       02      03     04        05     06      07      08     09  
----  -------  ------  ------  ------   ------  ------  ------  ------  ----- 
-6.09  -12.75   -31.77  48.90   14.55     5.24   10.69    14.08  -45.54  41.76  

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

BEST QUARTER WAS UP 25.28%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN       
-29.52%, 4TH QUARTER, 2008.                                                     

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PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio                                                                          41.76%  0.51%   -0.22% 
----------------------------------------------------------------------------------------------------------
Russell 2000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  34.47%  0.87%   -1.37% 
----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE  TITLE                                
----------------------------------------------------------------------------
                                                                            
Bruce K. Aronow        Since 2000      Senior Vice President of the Adviser 

N. Kumar Kirpalani     Since 2005      Senior Vice President of the Adviser 

Samantha S. Lau        Since 2005      Senior Vice President of the Adviser 

Wen-Tse Tseng          Since 2006      Vice President of the Adviser        

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO                          
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is total return from long-term growth of   
capital and income.                                                             

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .55%
Other Expenses                       .70%
                                    -----
Total Portfolio Operating Expenses  1.25%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  127
After 3 Years   $  397
After 5 Years   $  686
After 10 Years  $1,511
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 94% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
Under normal circumstances, the Portfolio invests at least 80% of its net       
assets in the equity securities of real estate investment trusts, or REITs, and 
other real estate industry companies, such as real estate operating companies,  
or REOCs. The Portfolio invests in real estate companies that the Adviser       
believes have strong property fundamentals and management teams. The Portfolio  
seeks to invest in real estate companies whose underlying portfolios are        
diversified geographically and by property type.                                

The Portfolio's investment policies emphasize investment in companies           
determined by the Adviser to be undervalued relative to their peers, using a    
fundamental value approach. In selecting real estate equity securities, the     
Adviser's research and investment process seeks to identify those companies     
where the magnitude and growth of cash flow streams have not been appropriately 
reflected in the price of the security. These securities may trade at a more    
attractive valuation than others that may have similar overall fundamentals.    
The Adviser's fundamental research efforts are focused on forecasting the       
short- and long-term normalized cash generation capability of real estate       
companies by isolating supply and demand for property types in local markets,   
determining the replacement value of properties, assessing future development   
opportunities, and normalizing capital structures of real estate companies.     

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The Portfolio may invest in mortgage-backed securities, which are securities    
that directly or indirectly represent participations in, or are collateralized  
by and payable from, mortgage loans secured by real property. These securities  
include mortgage pass-through certificates, real estate mortgage investment     
conduit certificates, or REMICs, and collateralized mortgage obligations, or    
CMOs. The Portfolio also may invest in short-term investment grade debt         
securities and other fixed-income securities.                                   

The Portfolio invests in equity securities that include common stock, shares of 
beneficial interests of REITs and securities with common stock characteristics, 
such as preferred stock or convertible securities ("real estate equity          
securities"). The Portfolio may invest in foreign securities and enter into     
forward commitments and standby commitment agreements. The Portfolio may enter  
into derivatives transactions, including options, futures, forwards and swap    
agreements.                                                                     

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

..  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.                                                  

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

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

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

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

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

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01       02      03      04      05      06      07      08     09    
-----  -------  ------  ------  ------  ------  ------  ------  ------  -----   
26.69   10.79    2.60   39.30   35.63   11.67   35.23   -14.53  -35.68  29.46   

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

BEST QUARTER WAS UP 32.49%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-36.87%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                    1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Portfolio                                                                           29.46%  1.45%   11.33% 
-----------------------------------------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index (reflects no deduction for fees, expenses, or taxes)  27.99%  0.36%   10.63% 
-----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE         LENGTH OF SERVICE  TITLE                                
-------------------------------------------------------------------------
                                                                         
Teresa Marziano     Since 2004      Senior Vice President of the Adviser 

Prashant Tewari     Since 2010      Vice President of the Adviser        

Diane Won           Since 2010      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is long-term growth of capital.                 

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .75%
Other Expenses                      .08%
                                    ----
Total Portfolio Operating Expenses  .83%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   85
After 3 Years   $  265
After 5 Years   $  460
After 10 Years  $1,025
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 52% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a diversified portfolio of equity securities 
of established companies selected from more than 40 industries and more than 40 
developed and emerging market countries. These countries currently include the  
developed nations in Europe and the Far East, Canada, Australia and emerging    
market countries worldwide. Under normal market conditions, the Portfolio       
invests significantly (at least 40%--unless market conditions are not deemed    
favorable by the Adviser) in securities of non-U.S. companies. In addition, the 
Portfolio invests, under normal circumstances, in the equity securities of      
companies located in at least three countries.                                  

The Portfolio invests in companies that are determined by the Adviser's         
Bernstein unit ("Bernstein") to be undervalued, using a fundamental value       
approach. In selecting securities for the Portfolio's portfolio, Bernstein uses 
its fundamental and quantitative research to identify companies whose stocks    
are priced low in relation to their perceived long-term earnings power.         

Bernstein's fundamental analysis depends heavily upon its large internal        
research staff. The research staff begins with a global research universe of    
approximately 2,000 international and emerging market companies. Teams within   
the research staff cover a given industry worldwide to better understand each   
company's competitive position in a global context. A company's financial       
performance is typically projected over a full economic cycle, including a      
trough and a peak, within the context of forecasts for real                     

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economic growth, inflation and interest rate changes. Bernstein focuses on the  
valuation implied by the current price, relative to the earnings the company    
will be generating five years from now, or "normalized" earnings, assuming      
average mid-economic cycle growth for the fifth year.                           

The Co-Chief Investment Officers and senior investment professionals work in    
close collaboration to weigh each investment opportunity identified by the      
research staff relative to the entire portfolio, and determine the timing for   
purchases and sales and the appropriate position size for a given security.     
Final stock selection decisions are made by the Co-Chief Investment Officers    
and are implemented by the Senior Portfolio Managers. Analysts remain           
responsible for monitoring new developments that would affect the securities    
they cover.                                                                     

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

A security generally will be sold when it no longer meets appropriate valuation 
criteria. Sale of a stock that has reached its target may be delayed, however,  
when positive return trends are favorable.                                      

The Portfolio may invest in depositary receipts, instruments of supranational   
entities denominated in the currency of any country, securities of              
multinational companies and "semi-governmental securities", and enter into      
forward commitments. The Portfolio may enter into derivatives transactions,     
such as options, futures, forwards, and swap agreements.                        

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04       05      06      07      08     09  
----  -------  ------  ------  ------   ------  ------  ------  ------  ----- 
n/a    n/a    -5.15   44.36   25.12    16.92   35.36    5.84   -53.18  34.68

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

BEST QUARTER WAS UP 26.30%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-28.76%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                                  SINCE  
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Portfolio (Inception Date: May 10, 2001)                                                         34.68%  1.10%    6.94%  
-------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)                                                                                                    
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of                          
non-U.S. withholding taxes)                                                                      31.78%  3.54%    4.10%  
-------------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE          LENGTH OF SERVICE  TITLE                                   
-----------------------------------------------------------------------------
                                                                             
Henry S. D'Auria     Since 2003      Senior Vice President of the Adviser    

Sharon E. Fay        Since 2005      Executive Vice President of the Adviser 

Eric J. Franco       Since 2006      Senior Vice President of the Adviser    

Kevin F. Simms       Since 2002      Senior Vice President of the Adviser    


ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .75%
Other Expenses                      .12%
                                    ----
Total Portfolio Operating Expenses  .87%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   89
After 3 Years   $  278
After 5 Years   $  482
After 10 Years  $1,073
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 58% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a diversified portfolio of equity securities 
of small- to mid-capitalization U.S. companies, generally representing 60 to    
125 companies. Under normal circumstances, the Portfolio invests at least 80%   
of its net assets in securities of small- to mid-capitalization companies. For  
purposes of this policy, small- to mid-capitalization companies are those that, 
at the time of investment, fall within the capitalization range between the     
smallest company in the Russell 2500(TM) Value Index and the greater of $5      
billion or the market capitalization of the largest company in the Russell      
2500(TM) Value Index.                                                           

Because the Portfolio's definition of small- to mid-capitalization companies is 
dynamic, the lower and upper limits on market capitalization will change with   
the markets. As of December 31, 2009, there were approximately 1,757 small- to  
mid-capitalization companies, representing a market capitalization range from   
nearly $20.7 million to approximately $10.8 billion.                            

The Portfolio invests in companies that are determined by the Adviser to be     
undervalued, using the Adviser's Bernstein unit's ("Bernstein") fundamental     
value approach. In selecting securities for the Portfolio's portfolio,          
Bernstein uses its fundamental research to identify companies whose long-term   
earnings power is not reflected in the current market price of their securities.

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In selecting securities for the Portfolio's portfolio, Bernstein looks for      
companies with attractive valuation (for example, with low price to book        
ratios) and compelling success factors (for example, momentum and return on     
equity). Bernstein then uses this information to calculate an expected return.  
Returns and rankings are updated on a daily basis. The rankings are used to     
determine prospective candidates for further fundamental research and,          
subsequently, possible addition to the portfolio. Typically, Bernstein's        
fundamental research analysts focus their research on the most attractive 20%   
of the universe.                                                                

A company's future earnings are typically projected over a full economic cycle, 
including a trough and a peak, within the context of forecasts for real         
economic growth, inflation and interest rate changes. Bernstein focuses on the  
valuation implied by the current price, relative to the earnings the company    
will be generating five years from now, or "normalized" earnings, assuming      
average mid-economic cycle growth for the fifth year.                           

The Chief Investment Officer, Director of Research and other senior investment  
professionals work in close collaboration to weigh each investment opportunity  
identified by the research staff relative to the entire portfolio, and          
determine the timing for purchases and sales and the appropriate position size  
for a given security. Final security selection decisions are made by the Chief  
Investment Officer and Director of Research and are implemented by the Senior   
Portfolio Managers. Analysts remain responsible for monitoring new developments 
that would affect the securities they cover.                                    

Bernstein seeks to manage overall portfolio volatility relative to the universe 
of companies that comprise the lowest 20% of the total U.S. market              
capitalization by favoring promising securities that offer the best balance     
between return and targeted risk. At times, the Portfolio may favor or disfavor 
a particular sector compared to that universe of companies.                     

The Portfolio may invest significantly in companies involved in certain sectors 
that constitute a material portion of the universe of small- and                
mid-capitalization companies, such as financial services and consumer services. 

A security generally will be sold when it reaches fair value on a risk-adjusted 
basis. Typically, growth in the size of a company's market capitalization       
relative to other domestically traded companies will not cause the Portfolio to 
dispose of the security.                                                        

The Portfolio may invest in securities issued by non-U.S. companies and enter   
into forward commitments. The Portfolio may enter into derivatives              
transactions, such as options, futures, forwards, and swap agreements.          

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

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

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

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

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You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00     01      02      03      04       05     06       07       08      09 
----  ------  ------  ------  ------   ------  ------  ------  ------   ----- 
n/a   n/a    -6.20   41.26   19.30     6.91   14.42    1.71   -35.58   42.86

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

BEST QUARTER WAS UP 24.75%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-26.95%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                   SINCE  
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio (Inception Date: May 2, 2001)                                           42.86%  2.75%    8.48%  
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Value Index (reflects no deduction for fees, expenses, or taxes)  27.68%  0.84%    6.62%  
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Index (reflects no deduction for fees, expenses, or taxes)        34.39%  1.58%    5.10%  
----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE  TITLE                                
----------------------------------------------------------------------------
                                                                            
James W. MacGregor     Since 2005      Senior Vice President of the Adviser 

Joseph G. Paul         Since 2002      Senior Vice President of the Adviser 

Andrew J. Weiner       Since 2005      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO                                           
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .55%
Other Expenses                      .15%
                                    ----
Total Portfolio Operating Expenses  .70%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                    
--------------------
After 1 Year    $ 72
After 3 Years   $224
After 5 Years   $390
After 10 Years  $871
--------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 64% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a diversified portfolio of equity securities 
of U.S. companies, generally representing approximately 95-150 companies, with  
relatively large market capitalizations that the Adviser believes are           
undervalued. The Portfolio invests in companies that are determined by the      
Adviser to be undervalued using the fundamental value approach of Bernstein the 
Adviser's Bernstein unit ("Bernstein"). The fundamental value approach seeks to 
identify a universe of securities that are considered to be undervalued because 
they are attractively priced relative to their future earnings power and        
dividend-paying capability.                                                     

In selecting securities for the Portfolio's portfolio, Bernstein uses its       
fundamental and quantitative research to identify companies whose long-term     
earnings power and dividend-paying capability are not reflected in the current  
market price of their securities.                                               

Bernstein's research staff of company and industry analysts covers a research   
universe of approximately 650 companies. This universe covers approximately 90% 
of the capitalization of the Russell 1000(TM) Value Index.                      

A company's financial performance is typically projected over a full economic   
cycle, including a trough and a peak, within the context of forecasts for real  
economic growth, inflation and interest rate changes. The research staff        
focuses on the valuation implied by the current price, relative to the earnings 
the company will be generating five years from now, or "normalized" earnings,   
assuming average mid-economic cycle growth for the fifth year.                  

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The Chief Investment Officer, Director of Research and other senior investment  
professionals work in close collaboration to weigh each investment opportunity  
identified by the research staff relative to the entire portfolio, and          
determine the timing for purchases and sales and the appropriate position size  
for a given security. Final stock selection decisions are made by the Chief     
Investment Officer and Director of Research and are implemented by the Senior   
Portfolio Managers. Analysts remain responsible for monitoring new developments 
that would affect the securities they cover.                                    

A security generally will be sold when it no longer meets appropriate valuation 
criteria. Sale of a stock that has reached its target may be delayed, however,  
when positive return trends are favorable.                                      

The Portfolio may invest in securities of non-U.S. issuers and enter into       
forward commitments. The Portfolio may enter into derivatives transactions,     
such as options, futures, forwards, and swap agreements.                        

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00     01      02      03       04      05      06      07       08      09 
----   -----  ------  ------   ------  ------  ------  ------   ------   -----
 n/a    n/a    n/a     28.94   12.77    5.74    21.32   -3.95   -40.83   21.12

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

BEST QUARTER WAS UP 18.44%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-21.97%, 4TH QUARTER, 2008.                                                     

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PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                   SINCE  
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio (Inception Date: July 22, 2002)                                         21.12% -2.46%    4.68%  
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%    6.66%  
----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE             LENGTH OF SERVICE   TITLE                                
------------------------------------------------------------------------------
                                                                              
Christopher W. Marx  Since 2005          Senior Vice President of the Adviser 

Joseph G. Paul       Since October 2009  Senior Vice President of the Adviser 

John D. Phillips     Since 2005          Senior Vice President of the Adviser 

David Yuen           Since May 2008      Senior Vice President of the Adviser 


ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO                        
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is to maximize total return consistent     
with the Adviser's determination of reasonable risk.                            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .55%
Other Expenses                      .14%
                                    ----
Total Portfolio Operating Expenses  .69%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                    
--------------------
After 1 Year    $ 70
After 3 Years   $221
After 5 Years   $384
After 10 Years  $859
--------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 85% of the average value of its         
portfolio.                                                                      

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

The Portfolio's equity component is diversified between growth and value equity 
investment styles, and between U.S. and non-U.S. markets. The Adviser selects   
growth and value equity securities by drawing from a variety of its fundamental 
growth and value investment disciplines to produce a blended equity component.  
Within each equity investment discipline, the Adviser may draw on the           
capabilities of separate investment teams specializing in different             
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,  
in selecting equity investments for the Portfolio, the Adviser is able to draw  
on the resources and expertise of multiple growth and value equity investment   
teams, which are supported by more than 50 equity research analysts             
specializing in growth research, and more than 50 equity research analysts      
specializing in value research.                                                 

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

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

The Adviser selects the Portfolio's growth stocks using its growth investment   
discipline. Each growth investment team selects stocks using a process that     
seeks to identify companies with strong management, superior industry           
positions, excellent balance sheets and superior earnings growth prospects.     
This discipline relies heavily upon the fundamental analysis and research of    
the Adviser's large internal growth research staff, which follows over 1,500    
U.S. and non-U.S. issuers. As one of the largest multi-national investment      
firms, the Adviser has access to considerable information concerning these      
companies, including an in-depth understanding of their products, services,     
markets and competition as well as a good knowledge of the management of most   
of the companies.                                                               

The Adviser's growth analysts prepare their own earnings estimates and          
financial models for each company followed. Research emphasis is placed on      
identifying companies whose substantially above-average prospective earnings    
growth is not fully reflected in current market valuations. Each growth         
investment team constructs a portfolio that emphasizes equity securities of a   
limited number of carefully selected, high-quality companies that are judged    
likely to achieve superior earnings growth.                                     

The Adviser selects the Portfolio's value stocks using its fundamental value    
investment discipline. In selecting stocks, each of the Adviser's value         
investment teams seeks to identify companies whose long-term earning power and  
dividend paying capability are not reflected in the current market price of     
their securities. This fundamental value discipline relies heavily upon the     
Adviser's large internal value research staff, which follows over 1,500 U.S.    
and non-U.S. issuers. Teams within the value research staff cover a given       
industry worldwide to better understand each company's competitive position in  
a global context.                                                               

The Adviser's staff of company and industry analysts prepares its own earnings  
estimates and financial models for each company analyzed. The Adviser           
identifies and quantifies the critical variables that control a business's      
performance and analyzes the results in order to forecast each company's        
long-term prospects and expected returns. Through application of the value      
investment process described above, each value investment team constructs a     
portfolio that emphasizes equity securities of a limited number of value        
companies.                                                                      

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

The Portfolio may invest in convertible securities, enter into repurchase       
agreements and forward commitments, and make short sales of securities or       
maintain a short position, but only if at all times when a short position is    
open not more than 33% of its net assets is held as collateral for such short   
sales. The Portfolio may enter into derivatives transactions, such as options,  
futures, forwards, and swap agreements.                                         

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

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

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

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

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

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

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

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

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

..  SHORT SALE RISK: The Portfolio may not always be able to close out a short  
  position on favorable terms. Short sales involve the risk that the Portfolio
will incur a loss by subsequently buying a security at a higher price than
the price at which it sold the security short. The amount of such loss is 
theoretically unlimited (since it is limited only by the increase in value
 of the security sold short by the Portfolio.) In contrast, the risk of loss
from a long position is limited to the Portfolio's investment in the long 
  position, since its value cannot fall below zero. Short selling is a form of
leverage. To mitigate leverage risk, the Portfolio will always hold liquid
assets (including its long positions) at least equal to its short position
exposure, marked-to-market daily.                                         

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

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

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

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

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

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

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

An additional index is included in the performance table to show how the        
Portfolio's performance compares with an index of fixed-income securities       
similar to those in which the Portfolio invests.                                

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

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BAR CHART                                                                       

 [CHART]

Calendar Year End (%) 

00      01      02      03      04      05      06      07      08      09  
-----  ------  ------  ------  ------  ------  ------  ------  ------   ----- 
n/a    n/a     n/a      n/a    n/a     7.30    13.92   5.55   -30.01   24.88

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

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

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                                  SINCE  
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Portfolio (Inception Date: July 1, 2004)                                                         24.88%  2.43%    3.45%  
-------------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)                         26.46%  0.42%    1.84%  
-------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%    5.22%  
-------------------------------------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Bond Index (reflects no deduction                            
for fees, expenses, or taxes)                                                                    18.40%  2.54%    3.49%  
-------------------------------------------------------------------------------------------------------------------------

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

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

                                                        [Enlarge/Download Table]

EMPLOYEE                 LENGTH OF SERVICE    TITLE                                   
--------------------------------------------------------------------------------------
                                                                                      
Thomas J. Fontaine       Since July 2008      Senior Vice President of the Adviser    

Dokyoung Lee             Since July 2008      Senior Vice President of the Adviser    

Seth J. Masters          Since 2005           Executive Vice President of the Adviser 

Christopher H. Nikolich  Since 2005           Senior Vice President of the Adviser    

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


ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 44 in this Prospectus.                                     

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ADDITIONAL INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND   
FINANCIAL INTERMEDIARIES                                                        

.   PURCHASE AND SALE OF PORTFOLIO SHARES                             

The Portfolios offer their shares through the separate accounts of life         
insurance companies ("Insurers"). You may only purchase and sell shares through 
these separate accounts. See the prospectus of the separate account of the      
participating insurance company for information on the purchase and sale of the 
Portfolios' shares.                                                             

.   TAX INFORMATION                                                   

Each Portfolio may make income dividends or capital gains distribution. The     
income and capital gains distribution will be made in shares of each Portfolio. 
See the prospectus of the separate account of the participating insurance       
company for federal income tax information.                                     

.   PAYMENTS TO INSURERS AND OTHER FINANCIAL INTERMEDIARIES           

If you purchase shares of a Portfolio through an Insurer or other financial     
intermediary, the Portfolio and its related companies may pay the intermediary  
for the sale of Portfolio shares and related services. These payments may       
create a conflict of interest by influencing the Insurer or other financial     
intermediary and your salesperson to recommend the Portfolio over another       
investment. Ask your salesperson or visit your financial intermediary's website 
for more information.                                                           

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ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS              
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the        
Portfolios' investment practices and risks. Most of these investment practices  
are discretionary, which means that the Adviser may or may not decide to use    
them. This Prospectus does not describe all of a Portfolio's investment         
practices and additional descriptions of each Portfolio's strategies,           
investments, and risks can be found in the Fund's Statement of Additional       
Information ("SAI").                                                            

DERIVATIVES                                                                     
Each Portfolio may, but is not required to, use derivatives for risk management 
purposes or as part of its investment strategies. Derivatives are financial     
contracts whose value depends on, or is derived from, the value of an           
underlying asset, reference rate or index. A Portfolio may use derivatives to   
earn income and enhance returns, to hedge or adjust the risk profile of a       
portfolio, to replace more traditional direct investments and to obtain         
exposure to otherwise inaccessible markets.                                     

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

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

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

..  FORWARD CONTRACTS. A forward contract is a customized, privately negotiated 
agreement for one party to buy, and the other party to sell, a specific   
quantity of an underlying commodity or other tangible asset for an agreed 
upon price at a future date. A forward contract is either settled by      
physical delivery of the commodity or tangible asset to an agreed-upon    
  location at a future date, rolled forward into a new forward contract or, in
the case of a non-deliverable forward, by a cash payment at maturity. The 
Portfolios' investments in forward contracts may include the following:   

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

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

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

- Options on Foreign Currencies. A Portfolio may invest in options on foreign 
currencies that are privately negotiated or traded on U.S. or foreign     
exchanges for hedging purposes to protect against declines in the         
U.S. Dollar value of foreign currency denominated securities held by the  
 Portfolio and against increases in the U.S. Dollar cost of securities to be
 acquired. The purchase of an option on a foreign currency may constitute an
effective hedge against                                                   

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fluctuations in exchange rates, although if rates move adversely, a       
Portfolio may forfeit the entire amount of the premium plus related       
transaction costs. A Portfolio may also invest in options on foreign      
 currencies for non-hedging purposes as a means of making direct investments
in foreign currencies, as described below under "Currency Transactions".  

- Options on Securities. A Portfolio may purchase or write a put or call      
option on securities. The Portfolio will only exercise an option it       
purchased if the price of the security was less (in the case of a put     
option) or more (in the case of a call option) than the exercise price. If
the Portfolio does not exercise an option, the premium it paid for the    
option will be lost. A Portfolio may write covered options, which means   
 writing an option for securities the Portfolio owns, and uncovered options.

- Options on Securities Indices. An option on a securities index is similar to
an option on a security except that, rather than taking or making delivery
of a security at a specified price, an option on a securities index gives 
the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in the case
of a call) or less than (in the case of a put) the exercise price of the  
option.                                                                   

..  SWAP TRANSACTIONS. A swap is a customized, privately negotiated agreement   
that obligates two parties to exchange a series of cash flows at specified
  intervals (payment dates) based upon, or calculated by, reference to changes
in specified prices or rates (interest rates in the case of interest rate 
swaps, currency exchange rates in the case of currency swaps) for a       
specified amount of an underlying asset (the "notional" principal amount).
Except for currency swaps, the notional principal amount is used solely to
calculate the payment stream, but is not exchanged. Swaps are entered into
on a net basis (i.e., the two payment streams are netted out, with the    
Portfolio receiving or paying, as the case may be, only the net amount of 
 the two payments). The Portfolios' investments in swap transactions include
the following:                                                            

- Interest Rate Swaps, Swaptions, Caps, and Floors. 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). Unless there is a counterparty default,
the risk of loss to a Portfolio from interest rate transactions is limited
to the net amount of interest payments that the Portfolio is contractually
obligated to make. If the counterparty to an interest rate transaction    
defaults, the Portfolio's risk of loss consists of the net amount of      
interest payments that the Portfolio contractually is entitled to receive.

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

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

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

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

Credit default swaps may involve greater risks than if a Portfolio had    
invested in the reference obligation directly. Credit default swaps are   
subject to general market risk, liquidity risk and credit risk.           

- Currency Swaps. A Portfolio may invest in currency swaps for hedging        
purposes to protect against adverse changes in exchange rates between the 
U.S. Dollar and                                                           

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other currencies or for non-hedging purposes as a means of making direct  
investments in foreign currencies, as described below under "Currency     
Transactions". Currency swaps involve the individually negotiated exchange
by a Portfolio with another party of a series of payments in specified    
currencies. Actual principal amounts of currencies may be exchanged by the
counterparties at the initiation, and again upon the termination, of the  
transaction. Therefore, the entire principal value of a currency swap is  
subject to the risk that the swap counterparty will default on its        
 contractual delivery obligations. If there is a default by the counterparty
to the transaction, the Portfolio will have contractual remedies under the
transaction agreements.                                                   

..  OTHER DERIVATIVES AND STRATEGIES.                                           

- Currency Transactions. A Portfolio may invest in non-U.S. Dollar-denominated
 securities on a currency hedged or unhedged basis. The Adviser may actively
manage the Portfolio's currency exposures and may seek investment         
opportunities by taking long or short positions in currencies through the 
use of currency-related derivatives, including forward currency exchange  
contracts, futures and options on futures, swaps and options. The Adviser 
  may enter into transactions for investment opportunities when it anticipates
that a foreign currency will appreciate or depreciate in value but        
securities denominated in that currency are not held by a 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. A 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).                                                      

- Synthetic Foreign Equity Securities. The Portfolios may invest in different 
types of derivatives generally referred to as synthetic foreign equity    
securities. These securities may include international warrants or local  
 access products. International warrants are financial instruments issued by
banks or other financial institutions, which may or may not be traded on a
foreign exchange. International warrants are a form of derivative security
that may give holders the right to buy or sell an underlying security or a
basket of securities representing an index from or to the issuer of the   
warrant for a particular price or may entitle holders to receive a cash   
payment relating to the value of the underlying security or index, in each
case upon exercise by a Portfolio. Local access products are similar to   
options in that they are exercisable by the holder for an underlying      
security or a cash payment based upon the value of that security, but are 
generally exercisable over a longer term than typical options. These types
 of instruments may be American style exercise, which means that they can be
 exercised at any time on or before the expiration date of the international
warrant, or European style, which means that they may be exercised only on
the expiration date.                                                      

 Other types of synthetic foreign equity securities in which a Portfolio may
invest include covered warrants and low exercise price warrants. Covered  
warrants entitle the holder to purchase from the issuer, typically a      
financial institution, upon exercise, common stock of an international    
  company or receive a cash payment (generally in U.S. Dollars). The issuer of
the covered warrants usually owns the underlying security or has a        
mechanism, such as owning equity warrants on the underlying securities,   
through which it can obtain the underlying securities. The cash payment is
  calculated according to a predetermined formula, which is generally based on
the difference between the value of the underlying security on the date of
  exercise and the strike price. Low exercise price warrants are warrants with
an exercise price that is very low relative to the market price of the    
underlying instrument at the time of issue (e.g., one cent or less). The  
  buyer of a low exercise price warrant effectively pays the full value of the
underlying common stock at the outset. In the case of any exercise of     
warrants, there may be a time delay between the time a holder of warrants 
gives instructions to exercise and the time the price of the common stock 
  relating to exercise or the settlement date is determined, during which time
the price of the underlying security could change significantly. In       
  addition, the exercise or settlement date of the warrants may be affected by
certain market disruption events, such as difficulties relating to the    
exchange of a local currency into U.S. Dollars, the imposition of capital 
 controls by a local jurisdiction or changes in the laws relating to foreign
investments. These events could lead to a change in the exercise date or  
  settlement currency of the warrants, or postponement of the settlement date.
  In some cases, if the market disruption events continue for a certain period
  of time, the warrants may become worthless, resulting in a total loss of the
purchase price of the warrants.                                           

A Portfolio will acquire synthetic foreign equity securities issued by    
entities deemed to be creditworthy by the Adviser, which will monitor the 
creditworthiness of the issuers on an on-going basis. Investments in these
instruments involve the risk that the issuer of the instrument may default
on its obligation to deliver the underlying security or cash in lieu      
thereof. These instruments may also be subject to liquidity risk because  
there may be a limited secondary market for trading the warrants. They are
also subject, like other investments in foreign securities, to foreign    
(non-U.S.) risk and currency risk.                                        

- Eurodollar Instruments. Eurodollar instruments are essentially              
 U.S. Dollar-denominated futures contracts or options that are linked to the
London Interbank Offered Rate (LIBOR). Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to 
obtain a fixed rate for borrowings.                                       

- Structured Instruments. As part of its investment program and to maintain   
greater flexibility, a Portfolio may invest in structured instruments.    
Structured instruments,                                                   

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 including indexed or structured securities, combine the elements of futures
contracts or options with those of debt, preferred equity or a depository 
instrument. Generally, a structured instrument will be a debt security,   
  preferred stock, depository share, trust certificate, certificate of deposit
or other evidence of indebtedness on which a portion of or all interest   
payments, and/or the principal or stated amount payable at maturity,      
redemption or retirement, is determined by reference to prices, changes in
prices, or differences between prices, of securities, currencies,         
intangibles, goods, articles or commodities (collectively, "Underlying    
Assets") or by another objective index, economic factor or other measure, 
such as interest rates, currency exchange rates, commodity indices, and   
securities indices (collectively, "Benchmarks"). Thus, structured         
  instruments may take a variety of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption terms       
determined by reference to the value of a currency or commodity or        
securities index at a future point in time, preferred stock with dividend 
rates determined by reference to the value of a currency, or convertible  
securities with the conversion terms related to a particular commodity.   

Structured instruments are potentially more volatile and carry greater    
market risks than traditional debt instruments. Depending on the structure
of the particular structured instrument, changes in a Benchmark may be    
magnified by the terms of the structured instrument and have an even more 
  dramatic and substantial effect upon the value of the structured instrument.
Also, the prices of the structured instrument and the Benchmark or        
Underlying Asset may not move in the same direction or at the same time.  

Structured instruments can have volatile prices and limited liquidity, and
their use by a Portfolio may not be successful. The risk of these         
  investments can be substantial; possibly all of the principal is at risk. No
   Portfolio will invest more than 20% of its total assets in these investments.

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

DEPOSITARY RECEIPTS AND SECURITIES OF SUPRANATIONAL ENTITIES                    

Depositary receipts may not necessarily be denominated in the same currency as  
the underlying securities into which they may be converted. In addition, the    
issuers of the stock of unsponsored depositary receipts are not obligated to    
disclose material information in the United States and, therefore, there may    
not be a correlation between such information and the market value of the       
depositary receipts. American Depositary Receipts, or ADRs, are depositary      
receipts typically issued by a U.S. bank or trust company that evidence         
ownership of underlying securities issued by a foreign corporation. Global      
Depositary Receipts, or GDRs, European Depositary Receipts, or EDRs, and other  
types of depositary receipts are typically issued by non-U.S. banks or trust    
companies and evidence ownership of underlying securities issued by either a    
U.S. or a non-U.S. company. Generally, depositary receipts in registered form   
are designed for use in the U.S. securities markets, and depositary receipts in 
bearer form are designed for use in securities markets outside of the United    
States. For purposes of determining the country of issuance, investments in     
depositary receipts of either type are deemed to be investments in the          
underlying securities.                                                          

A supranational entity is an entity designated or supported by the national     
government of one or more countries to promote economic reconstruction or       
development. Examples of supranational entities include the World Bank          
(International Bank for Reconstruction and Development) and the European        
Investment Bank. "Semi-governmental securities" are securities issued by        
entities owned by either a national, state or equivalent government or are      
obligations of one of such government jurisdictions that are not backed by its  
full faith and credit and general taxing powers.                                

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

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

When forward commitments with respect to fixed-income securities are            
negotiated, the price, which is generally expressed                             

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

ILLIQUID SECURITIES                                                             

Under current Commission guidelines, the Portfolios, except for the             
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, limit their investments in illiquid   
securities to 15% of their net assets. The term "illiquid securities" for this  
purpose means securities that cannot be disposed of within seven days in the    
ordinary course of business at approximately the amount a Portfolio has valued  
the securities. The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO limits its         
investments in illiquid securities to no more than 5% of its total assets as    
required by Rule 2a-7. A Portfolio that invests in illiquid securities may not  
be able to sell such securities and may not be able to realize their full value 
upon sale. Restricted securities (securities subject to legal or contractual    
restrictions on resale) may be illiquid. Some restricted securities (such as    
securities issued pursuant to Rule 144A under the Securities Act of 1933 (the   
"Securities Act") or certain commercial paper) may be treated as liquid,        
although they may be less liquid than registered securities traded on           
established secondary markets.                                                  

INDEXED COMMERCIAL PAPER                                                        
Indexed commercial paper may have its principal linked to changes in foreign    
currency exchange rates whereby its principal amount is adjusted upwards or     
downwards (but not below zero) at maturity to reflect changes in the referenced 
exchange rate. A Portfolio will receive interest and principal payments on such 
commercial paper in the currency in which such commercial paper is denominated, 
but the amount of principal payable by the issuer at maturity will change in    
proportion to the change (if any) in the exchange rate between the two          
specified currencies between the date the instrument is issued and the date the 
instrument matures. While such commercial paper entails the risk of loss of     
principal, the potential for realizing gains as a result of changes in foreign  
currency exchange rates enables a Portfolio to hedge (or cross-hedge) against a 
decline in the U.S. Dollar value of investments denominated in foreign          
currencies while providing an attractive money market rate of return. A         
Portfolio will purchase such commercial paper for hedging purposes only, not    
for speculation.                                                                

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

IPS tend to react to changes in real interest rates. In general, the price of   
an inflation-protected security can fall when real interest rates rise, and can 
rise when real interest rates fall. Interest payments on inflation-protected    
securities can be unpredictable and will vary as the principal and/or interest  
is adjusted for inflation.                                                      

INVESTMENT IN OTHER INVESTMENT COMPANIES                                        

A Portfolio may invest in other investment companies as permitted by the        
Investment Company Act of 1940, as amended (the "1940 Act") or the rules and    
regulations thereunder. If a Portfolio acquires shares in investment companies, 
shareholders would bear, indirectly, the expenses of such investment companies  
(which may include management and advisory fees), which are in addition to the  
Portfolio's expenses. A Portfolio may also invest in exchange-traded funds      
("ETF"), subject to the restrictions and limitations of the 1940 Act.           

LOANS OF PORTFOLIO SECURITIES                                                   
For the purposes of achieving income, a Portfolio may make secured loans of     
portfolio securities to brokers, dealers and financial institutions, provided a 
number of conditions are satisfied, including that the loan is fully            
collateralized. Securities lending involves the possible loss of rights in the  
collateral or delay in the recovery of collateral if the borrower fails to      
return the securities loaned or becomes insolvent. When a Portfolio lends       
securities, its investment performance will continue to reflect changes in the  
value of the securities loaned, and the Portfolio will also receive a fee or    
interest on the collateral. The Portfolio may pay reasonable finders',          
administrative, and custodial fees in connection with a loan.                   

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

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

MORTGAGE-BACKED SECURITIES                                                      
Mortgage-backed securities may be issued by the U.S. Government or one of its   
sponsored entities or may be issued by private organizations. Interest and      
principal payments (including prepayments) on the mortgages underlying          
mortgage-backed securities are passed through to the holders of the securities. 
As a result of the pass-through of prepayments of principal on the              

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underlying securities, mortgage-backed securities are often subject to more     
rapid prepayment of principal than their stated maturity would indicate.        
Prepayments occur when the mortgagor on a mortgage prepays the remaining        
principal before the mortgage's scheduled maturity date. Because the prepayment 
characteristics of the underlying mortgages vary, it is impossible to predict   
accurately the realized yield or average life of a particular issue of          
pass-through certificates. Prepayments are important because of their effect on 
the yield and price of the mortgage- backed securities. During periods of       
declining interest rates, prepayments can be expected to accelerate and a       
Portfolio that invests in these securities would be required to reinvest the    
proceeds at the lower interest rates then available. Conversely, during periods 
of rising interest rates, a reduction in prepayments may increase the effective 
maturity of the securities, subjecting them to a greater risk of decline in     
market value in response to rising interest rates. In addition, prepayments of  
mortgages underlying securities purchased at a premium could result in capital  
losses.                                                                         

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

Guaranteed Mortgage Pass-Through Securities. The ALLIANCEBERNSTEIN REAL ESTATE  
INVESTMENT PORTFOLIO may invest in guaranteed mortgage pass-through securities, 
which represent participation interests in pools of residential mortgage loans  
and are issued by U.S. governmental or private lenders and guaranteed by the    
U.S. Government or one of its agencies or instrumentalities, including but not  
limited to GNMA, FNMA and FHLMC.                                                

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations. 
Mortgage-backed securities also include CMOs and REMIC pass-through or          
participation certificates that may be issued by, among others, U.S. Government 
agencies and instrumentalities as well as private lenders. CMOs and REMICs are  
issued in multiple classes and the principal of and interest on the mortgage    
assets may be allocated among the several classes of CMOs or REMICs in various  
ways. Each class of CMOs or REMICs, often referred to as a "tranche," is issued 
at a specific adjustable or fixed interest rate and must be fully retired no    
later than its final distribution date. Generally, interest is paid or accrued  
on all classes of CMOs or REMICs on a monthly basis. The ALLIANCEBERNSTEIN      
REAL ESTATE INVESTMENT PORTFOLIO will not invest in the lowest tranche of CMOs  
and REMICs.                                                                     

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

A REMIC is a CMO that qualifies for special tax treatment under the Internal    
Revenue Code of 1986, as amended, or the Code, and invests in certain mortgages 
primarily secured by interests in real property and other permitted             
investments. Investors may purchase "regular" and "residual" interest shares of 
beneficial interest in REMIC trusts, although the ALLIANCEBERNSTEIN REAL ESTATE 
INVESTMENT PORTFOLIO does not intend to invest in residual interests.           

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

PREFERRED STOCK                                                                 
A Portfolio may invest in preferred stock. Preferred stock is subordinated to   
any debt the issuer has outstanding. Accordingly, preferred stock dividends are 
not paid until all debt obligations are first met. Preferred stock may be       
subject to more fluctuations in market value, due to changes in market          
participants' perceptions of the issuer's ability to continue to pay dividends, 
than debt of the same issuer.                                                   

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

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

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

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ADDITIONAL RISK CONSIDERATIONS FOR REAL ESTATE INVESTMENTS                      
Although the ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO does not invest 
directly in real estate, it invests primarily in securities of real estate      
companies and has a policy of concentration of its investments in the real      
estate industry. Therefore, an investment in the Portfolio is subject to        
certain risks associated with the direct ownership of real estate and with the  
real estate industry in general. These risks include, among others: possible    
declines in the value of real estate; risks related to general and local        
economic conditions, including increases in the rate of inflation; possible     
lack of availability of mortgage funds; overbuilding; extended vacancies of     
properties, increases in competition property taxes and operating expenses;     
changes in zoning laws; costs resulting from the clean-up of, and liability to  
third parties for damages resulting from, environmental problems; casualty or   
condemnation losses; uninsured damages from floods, earthquakes or other        
natural disasters; limitations on and variations in rents; and changes in       
interest rates. To the extent that assets underlying the Portfolio's            
investments are concentrated geographically, by property type or in certain     
other respects, the Portfolio may be subject to certain of the foregoing risks  
to a greater extent. These risks may be greater for investments in non-U.S.     
real estate companies.                                                          

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

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

ADDITIONAL RISK CONSIDERATIONS FOR INVESTMENTS IN THE UTILITY INDUSTRY          
A Portfolio's principal risks may include those that arise from its investing   
primarily in electric utility companies. Factors affecting that industry sector 
can have a significant effect on a Portfolio's NAV. The U.S. utilities industry 
has experienced significant changes in recent years. Regulated electric utility 
companies in general have been favorably affected by the full or near           
completion of major construction programs and lower financing costs. In         
addition, many regulated electric utility companies have generated cash flows   
in excess of current operating expenses and construction expenditures,          
permitting some degree of diversification into unregulated businesses.          
Regulatory changes, however, could increase costs or impair the ability of      
nuclear and conventionally fueled generating facilities to operate their        
facilities and reduce their ability to make dividend payments on their          
securities. Rates of return of utility companies generally are subject to       
review and limitation by state public utilities commissions and tend to         
fluctuate with marginal financing costs. Rate changes ordinarily lag behind     
changes in financing costs and can favorably or unfavorably affect the earnings 
or dividend pay-outs of utilities stocks depending upon whether the rates and   
costs are declining or rising.                                                  

Utility companies historically have been subject to the risks of increases in   
fuel and other operating costs, high interest costs, costs associated with      
compliance with environmental and nuclear safety regulations, service           
interruptions, economic slowdowns, surplus capacity, competition, and           
regulatory changes. There also can be no assurance that regulatory policies or  
accounting standards changes will not negatively affect utility companies'      
earnings or dividends. Utility companies are subject to regulation by various   
authorities and may be affected by the imposition of special tariffs and        
changes in tax laws. To the extent that rates are established or reviewed by    
governmental authorities, utility companies are subject to the risk that such   
authorities will not authorize increased rates. Because of the Portfolio's      
policy of concentrating its investments in utility companies, the Portfolio is  
more susceptible than most other mutual funds to economic, political or         
regulatory occurrences affecting the utilities industry.                        

Non-U.S. utility companies, like those in the U.S., are generally subject to    
regulation, although the regulation may or may not be comparable to domestic    
regulations. Non-U.S. utility companies in certain countries may be more        
heavily regulated by their respective governments than utility companies        
located in the U.S. As in the U.S., non-U.S. utility companies generally are    
required to seek government approval for rate increases. In addition, many      
non-U.S. utility companies use fuels that cause more pollution than those used  
in the U.S. and may yet be required to invest in pollution control equipment.   
Non-U.S. utility regulatory systems vary from country to country and may evolve 
in ways different from regulation in the U.S. The percentage of the Portfolio's 
assets invested in issuers of particular countries will vary.                   

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS                            
A Portfolio may enter into repurchase agreements in which a Portfolio purchases 
a security from a bank or broker-dealer, which agrees to repurchase the         
security from the Portfolio at an agreed-upon future date, normally a day or a  
few days later. The purchase and repurchase obligations are transacted under    
one agreement. The resale price is greater than the purchase price, reflecting  
an agreed-upon interest rate for the period the buyer's money is invested in    
the security. Such agreements permit a Portfolio to keep all of its assets at   
work while retaining "overnight" flexibility in pursuit of investments of a     
longer-term nature. If the bank or broker-dealer defaults on its repurchase     
obligation, a Portfolio would suffer a loss to the extent that the proceeds     
from the sale of the security were less than the repurchase price.              

A Portfolio may enter into buy/sell back transactions, which are similar to     
repurchase agreements. In this type of transaction,                             

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a Portfolio enters a trade to buy securities at one price and simultaneously    
enters a trade to sell the same securities at another price on a specified      
date. Similar to a repurchase agreement, the repurchase price is higher than    
the sale price and reflects current interest rates. Unlike a repurchase         
agreement, however, the buy/sell back transaction is considered two separate    
transactions.                                                                   

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

Dollar rolls involve sales by a 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, a Portfolio forgoes principal and interest paid   
on the securities. A Portfolio is compensated by the difference between the     
current sales price and the lower forward price for the future purchase (often  
referred to as the "drop") as well as by the interest earned on the cash        
proceeds of the initial sale.                                                   

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

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

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

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

STANDBY COMMITMENT AGREEMENTS                                                   
Standby commitment agreements are similar to put options that commit a          
Portfolio, for a stated period of time, to purchase a stated amount of a        
security that may be issued and sold to the Portfolio at the option of the      
issuer. The price and coupon of the security are fixed at the time of the       
commitment. At the time of entering into the agreement, the Portfolio is paid a 
commitment fee regardless of whether the security ultimately is issued. The     
Portfolios will enter into such agreements only for the purpose of investing in 
the security underlying the commitment at a yield and price considered          
advantageous to the Portfolio and unavailable on a firm commitment basis.       

There is no guarantee that a security subject to a standby commitment will be   
issued. In addition, the value of the security, if issued, on the delivery date 
may be more or less than its purchase price. Since the issuance of the security 
is at the option of the issuer, a Portfolio will bear the risk of capital loss  
in the event that the value of the security declines and may not benefit from   
an appreciation in the value of the security during the commitment period if    
the issuer decides not to issue and sell the security to the Portfolio.         

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

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

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

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

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

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

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

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

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

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

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                                                                [Download Table]
                                                  
Algeria             Hong Kong    Poland           
Argentina           Hungary      Qatar            
Belize              India        Romania          
Brazil              Indonesia    Russia           
Bulgaria            Israel       Singapore        
Chile               Jamaica      Slovakia         
China               Jordan       Slovenia         
Colombia            Kazakhstan   South Africa     
Costa Rica          Lebanon      South Korea      
Cote D'Ivoire       Malaysia     Taiwan           
Croatia             Mexico       Thailand         
Czech Republic      Morocco      Trinidad & Tobago
Dominican Republic  Nigeria      Tunisia          
Ecuador             Pakistan     Turkey           
Egypt               Panama       Ukraine          
El Salvador         Peru         Uruguay          
Guatemala           Philippines  Venezuela        

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

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

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

FIXED-INCOME SECURITIES                                                         
The value of a Portfolio's investments in fixed-income securities will change   
as the general level of interest rates fluctuates. During periods of falling    
interest rates, the values of these securities will generally rise. Conversely, 
during periods of rising interest rates, the values of these securities will    
generally decline. Changes in interest rates have a greater effect on           
fixed-income securities with longer maturities and durations than those with    
shorter maturities and durations.                                               

BORROWINGS AND LEVERAGE                                                         
Certain of the Portfolios may use borrowings for investment purposes subject to 
the limits imposed by the 1940 Act, which is up to 33 1/3% of a Portfolio's     
assets. Borrowings by a Portfolio result in leveraging of the Portfolio's       
shares. The Portfolios may also use leverage for investment transactions by     
entering into transactions such as reverse repurchase agreements, forward       
contracts and dollar rolls. This means that a Portfolio uses cash made          
available during the term of these transactions to make investments in other    
fixed-income securities.                                                        

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

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

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

UNRATED SECURITIES                                                              

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

SOVEREIGN DEBT OBLIGATIONS                                                      
No established secondary markets may exist for many sovereign debt obligations. 
Reduced secondary market liquidity may have an adverse effect on the market     
price and a Portfolio's ability to dispose of particular instruments when       
necessary to meet its liquidity requirements or in response to specific         
economic events such as a deterioration in the creditworthiness of the issuer.  
Reduced secondary market liquidity for certain sovereign debt obligations may   
also make it more difficult for a Portfolio to obtain accurate market           
quotations for the purpose of valuing its portfolio. Market quotations are      
generally available on many sovereign debt obligations only from a limited      
number of dealers and may not necessarily represent firm bids of those dealers  
or prices for actual sales.                                                     

By investing in sovereign debt obligations, a Portfolio will be exposed to the  
direct or indirect consequences of political, social, and economic changes in   
various countries. Political changes in a country may affect the willingness of 
a foreign government to make or provide for timely payments of its obligations. 
The country's economic status, as reflected in, among other things, its         
inflation rate, the amount of its external debt and its gross domestic product, 
will also affect the government's ability to honor its obligations.             

A Portfolio is permitted to invest in sovereign debt obligations that are not   
current in the payment of interest or principal or are in default so long as    
the Adviser believes it to be consistent with the Portfolios' investment        
objectives. A Portfolio may have limited legal recourse in the event of a       
default with respect to certain sovereign debt obligations it holds. For        
example, remedies from defaults on certain sovereign debt obligations, unlike   
those on private debt, must, in some cases, be pursued in the courts of the     
defaulting party itself. Legal recourse therefore may be significantly          
diminished. Bankruptcy, moratorium, and other similar laws applicable to        
issuers of sovereign debt obligations may be substantially different from those 
applicable to issuers of private debt obligations. The political context,       
expressed as the willingness of an issuer of sovereign debt obligations to meet 
the terms of the debt obligation, for example, is of considerable importance.   
In addition, no assurance can be given that the holders of commercial bank debt 
will not contest payments to the holders of securities issued by foreign        
governments in the event of default under commercial bank loan agreements.      

INVESTMENT IN SMALLER, LESS-SEASONED COMPANIES                                  

Investment in smaller, less-seasoned companies involves greater risks than is   
customarily associated with securities of more established companies. Companies 
in the earlier stages of their development often have products and management   
personnel which have not been thoroughly tested by time or the marketplace;     
their financial resources may not be as substantial as those of more            
established companies. The securities of smaller, less-seasoned companies may   
have relatively limited marketability and may be subject to more abrupt or      
erratic market movements than securities of larger companies or broad market    
indices. The revenue flow of such companies may be erratic and their results of 
operation may fluctuate widely and may also contribute to stock                 
price volatility.                                                               

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

CHANGES IN INVESTMENT OBJECTIVES AND POLICIES                                   

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

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

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

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INVESTING IN THE PORTFOLIOS                                                     
--------------------------------------------------------------------------------

HOW TO BUY AND SELL SHARES                                                      
The Portfolios offer their shares through the separate accounts of life         
insurance companies (the "Insurers"). You may only purchase and sell shares     
through these separate accounts. See the prospectus of the separate account of  
the participating insurance company for information on the purchase and sale of 
the Portfolios' shares. AllianceBernstein Investments, Inc. ("ABI") may from    
time to time receive payments from Insurers in connection with the sale of the  
Portfolio's shares through the Insurer's separate accounts.                     

The purchase or sale of a Portfolio's shares is priced at the next determined   
NAV after the order is received in proper form.                                 

The Insurers maintain omnibus account arrangements with the Fund in respect of  
one or more Portfolios and place aggregate purchase, redemption and exchange    
orders for shares of a Portfolio corresponding to orders placed by the          
Insurer's customers ("Contractholders") who have purchased contracts from the   
Insurers, in each case, in accordance with the terms and conditions of the      
relevant contract. Omnibus account arrangements maintained by the Insurers are  
discussed below under "Limitations on Ability to Detect and Curtail Excessive   
Trading Practices."                                                             

ABI may refuse any order to purchase shares. Each Portfolio reserves the right  
to suspend the sale of its shares to the public in response to conditions in    
the securities markets or for other reasons.                                    

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

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

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

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

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

For 2010, ABI's additional payments to these firms for educational support and  
distribution assistance related to the Portfolios are expected to be            
approximately $400,000. In 2009, ABI paid additional payments of approximately  
$400,000 for the Portfolios.                                                    

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

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

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

AXA Advisors                                                                

AIG SunAmerica                                                              
Genworth Financial                                                          

Lincoln Financial Distributors                                              
Merrill Lynch                                                               

Pacific Life Insurance Co.                                                  
Prudential                                                                  

RiverSource Distributors                                                    

SunLife Financial                                                           

Transamerica Capital                                                        

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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES                          

The Fund's Board has adopted policies and procedures designed to detect and     
deter frequent purchases and redemptions of Portfolio shares or excessive or    
short-term trading that may disadvantage long-term Contractholders. These       
policies are described below. There is no guarantee that a Portfolio will be    
able to detect excessive or short-term trading and to identify Contractholders  
engaged in such practices, particularly with                                    

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respect to transactions in omnibus accounts. Contractholders should be aware    
that application of these policies may have adverse consequences, as described  
below, and avoid frequent trading in Portfolio shares through purchases, sales  
and exchanges of shares. Each Portfolio reserves the right to restrict, reject, 
or cancel, without any prior notice, any purchase or exchange order for any     
reason, including any purchase or exchange order accepted by any Insurer or a   
Contractholder's financial intermediary.                                        

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund 
will try to prevent market timing by utilizing the procedures described below,  
these procedures may not be successful in identifying or stopping excessive or  
short-term trading in all circumstances. By realizing profits through           
short-term trading, Contractholders that engage in rapid purchases and sales or 
exchanges of a Portfolio's shares dilute the value of shares held by long-term  
Contractholders. Volatility resulting from excessive purchases and sales or     
exchanges of shares of a Portfolio, especially involving large dollar amounts,  
may disrupt efficient portfolio management. In particular, a Portfolio may have 
difficulty implementing its long-term investment strategies if it is forced to  
maintain a higher level of its assets in cash to accommodate significant        
short-term trading activity. Excessive purchases and sales or exchanges of      
shares of a Portfolio may force the Portfolio to sell portfolio securities at   
inopportune times to raise cash to accommodate short-term trading activity. In  
addition, a Portfolio may incur increased expenses if one or more               
Contractholders engage in excessive or short-term trading. For example, a       
Portfolio may be forced to liquidate investments as a result of short-term      
trading and incur increased brokerage costs without attaining any investment    
advantage. Similarly, a Portfolio may bear increased administrative costs due   
to asset level and investment volatility that accompanies patterns of           
short-term trading activity. All of these factors may adversely affect          
Portfolio's performance.                                                        

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

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

Money market funds generally are not effective vehicles for short-term trading  
activity, and therefore the risks relating to short-term trading activity are   
correspondingly lower for the Money Market Portfolio.                           

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the   
Portfolios should be made for investment purposes only. The Fund seeks to       
prevent patterns of excessive purchases and sales or exchanges of shares of the 
Portfolios. The Fund will seek to prevent such practices to the extent they are 
detected by the procedures described below. Insurers utilizing omnibus account  
arrangements may not identify to the Fund, ABI or ABIS Contractholders'         
transaction activity relating to shares of a particular Portfolio on an         
individual basis. Consequently, the Fund, ABI and ABIS may not be able to       
detect excessive or short-term trading in shares of a Portfolio attributable to 
a particular Contractholder who effects purchase and redemption and/or exchange 
activity in shares of the Portfolio through an Insurer acting in an omnibus     
capacity. In seeking to prevent excessive or short-term trading in shares of    
the Portfolios, including the maintenance of any transaction surveillance or    
account blocking procedures, the Fund, ABI and ABIS consider the information    
actually available to them at the time. The Fund reserves the right to modify   
this policy, including any surveillance or account blocking procedures          
established from time to time to effectuate this policy, at any time without    
notice.                                                                         

..  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agents, ABI and  
AllianceBernstein Investor Services, Inc. ("ABIS"), maintains surveillance
procedures to detect excessive or short-term trading in Portfolio shares. 
This surveillance process involves several factors, which include         
 scrutinizing individual Insurer's omnibus transaction activity in Portfolio
 shares in order to seek to ascertain whether any such activity attributable
to one or more Contractholders might constitute excessive or short-term   
trading. Insurer's omnibus transaction activity identified by these       
surveillance procedures, or as a result of any other information actually 
 available at the time, will be evaluated to determine whether such activity
 might indicate excessive or short-term trading activity attributable to one
 or more Contractholders. These surveillance procedures may be modified from
time to time, as necessary or appropriate to improve the detection of     
excessive or short-term trading or to address specific circumstances.     

..  ACCOUNT BLOCKING PROCEDURES. If the Fund determines, in its sole discretion,
that a particular transaction or pattern                                  

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

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

HOW THE PORTFOLIOS VALUE THEIR SHARES                                           
Each Portfolio's NAV is calculated at the close of regular trading on the       
Exchange (ordinarily, 4:00 p.m., Eastern Time), only on days when the Exchange  
is open for business. To calculate NAV (except for the ALLIANCEBERNSTEIN MONEY  
MARKET PORTFOLIO), a Portfolio's assets are valued and totaled, liabilities are 
subtracted, and the balance, called net assets, is divided by the number of     
shares outstanding. If a Portfolio invests in securities that are primarily     
traded on foreign exchanges that trade on weekends or other days when the       
Portfolio does not price its shares, the NAV of the Portfolio's shares may      
change on days when shareholders will not be able to purchase or redeem their   
shares in the Portfolio.                                                        

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO'S NAV is expected to be constant   
at $1.00 share, although this value is not guaranteed. The NAV is calculated at 
4:00 p.m., Eastern Time, each day the Exchange is open for business. The        
Portfolio values its securities at their amortized cost. This method involves   
valuing an instrument at its cost and thereafter applying a constant            
amortization to maturity of any discount or premium, regardless of the impact   
of fluctuating interest rates on the market value of the investment.            

The Portfolios value their securities at their current market value determined  
on the basis of market quotations or, if market quotations are not readily      
available or are unreliable, at "fair value" as determined in accordance with   
procedures established by and under the general supervision of the Board. When  
a Portfolio uses fair value pricing, it may take into account any factors it    
deems appropriate. A Portfolio may determine fair value based upon developments 
related to a specific security, current valuations of foreign stock indices (as 
reflected in U.S. futures markets) and/or U.S. sector or broader stock market   
indices. The prices of securities used by a Portfolio to calculate its NAV may  
differ from quoted or published prices for the same securities. Fair value      
pricing involves subjective judgments and it is possible that the fair value    
determined for a security is materially different than the value that could be  
realized upon the sale of that security.                                        

The Portfolios expect to use fair value pricing for securities primarily traded 
on U.S. exchanges only under very limited circumstances, such as the early      
closing of the exchange on which a security is traded or suspension of trading  
in the security. The Portfolios may use fair value pricing more frequently for  
securities primarily traded in foreign markets because, among other things,     
most foreign markets close well before the Portfolios value their securities at 
4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise  
to the possibility that significant events, including broad market moves, may   
have occurred in the interim. For example, the Portfolios believe that foreign  
security values may be affected by events that occur after the close of foreign 
securities markets. To account for this, the Portfolios may frequently value    
many of their foreign equity securities using fair value prices based on third  
party vendor modeling tools to the extent available.                            

Subject to the Board's oversight, the Board has delegated responsibility for    
valuing a Portfolio's assets to the Adviser. The Adviser has established a      
Valuation Committee, which operates under the policies and procedures approved  
by the Board, to value the Portfolio's assets on behalf of the Portfolio. The   
Valuation Committee values Portfolio assets as described above.                 

Your order for purchase, sale, or exchange of shares is priced at the           
next-determined NAV after your order is received in proper form by a Portfolio. 

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MANAGEMENT OF THE PORTFOLIOS                                                    
--------------------------------------------------------------------------------

INVESTMENT ADVISER                                                              

Each Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the          
Americas, New York, New York 10105. The Adviser is a leading international      
investment adviser managing client accounts with assets as of December 31,      
2009, totaling more than $496 billion (of which over $76 billion represented    
assets of investment companies). As of December 31, 2009, the Adviser managed   
retirement assets for many of the largest public and private employee benefit   
plans (including 42 of the nation's FORTUNE 100 companies), for public employee 
retirement funds in 39 states, for investment companies, and for foundations,   
endowments, banks and insurance companies worldwide. Currently, there are 35    
registered investment companies managed by the Adviser, comprising 110 separate 
investment portfolios, with approximately 3.5 million retail accounts.          

The Adviser provides investment advisory services and order placement           
facilities for the Portfolios. For these advisory services, for the fiscal year 
ended December 31, 2009, each of the Portfolios paid the Adviser as a           
percentage of average daily net assets:                                         

                                                                [Download Table]

                                                       FEE AS A PERCENTAGE OF 
PORTFOLIO                                             AVERAGE DAILY NET ASSETS
------------------------------------------------------------------------------
                                                                              
AllianceBernstein Money Market Portfolio                        .45%          
AllianceBernstein Intermediate Bond Portfolio                   .45%          
AllianceBernstein Large Cap Growth Portfolio                    .75%          
AllianceBernstein Growth and Income Portfolio                   .55%          
AllianceBernstein Growth Portfolio                              .75%          
AllianceBernstein International Growth Portfolio                .75%          
AllianceBernstein Global Thematic Growth Portfolio              .75%          
AllianceBernstein Small Cap Growth Portfolio                    .75%          
AllianceBernstein Real Estate Investment Portfolio              .55%          
AllianceBernstein International Value Portfolio                 .75%          
AllianceBernstein Small/Mid Cap Value Portfolio                 .75%          
AllianceBernstein Value Portfolio                               .55%          
AllianceBernstein Balanced Wealth Strategy Portfolio            .55%          

A discussion regarding the basis for the Board's approval of each Portfolio's   
investment advisory agreement is available in the Portfolio's annual report to  
shareholders for the period ending December 31, 2009 (in the case of            
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, ALLIANCEBERNSTEIN INTERMEDIATE BOND   
PORTFOLIO, and ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO) or in the  
Portfolio's semi-annual report to shareholders for the period ending June 30,   
2009 (in the case of each other Portfolio).                                     

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

PORTFOLIO MANAGERS                                                              
The management of, and investment decisions for, the ALLIANCEBERNSTEIN GROWTH   
AND INCOME PORTFOLIO are made by the Adviser's Relative Value Investment Team.  
The Relative Value Investment Team relies heavily on the fundamental analysis   
and research of the Adviser's large internal research staff. While the members  
of the team work jointly to determine the investment strategy, including        
security selection, for the Portfolio, Mr. Frank Caruso, CFA, who is Chief      
Investment Officer of the Adviser's Relative Value Investment Team, is          
primarily responsible for the day-to-day management of the Portfolio (since     
2001). Mr. Caruso is a Senior Vice President of the Adviser, with which he has  
been associated in a substantially similar capacity to his current position     
since prior to 2005.                                                            

The day-to-day management of, and investment decisions for, the                 
ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO are made by the Adviser's U.S.    
Core Fixed Income Investment Team. The U.S. Core Fixed Income Investment Team   
relies heavily on the fundamental analysis and research of the Adviser's large  
internal research staff.                                                        

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

                                                        [Enlarge/Download Table]

                                                   PRINCIPAL OCCUPATION DURING       
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS          
-------------------------------------------------------------------------------------
                                                                                     
Paul J. DeNoon; since March 2009; Senior     Senior Vice President of the Adviser,   
Vice President of the Adviser                with which he has been associated in a  
                                             substantially similar capacity to his   
                                             current position as a portfolio manager 
                                             since prior to 2005.                    

Shawn E. Keegan; since April 2007; Vice      Vice President of the Adviser, with     
President of the Adviser                     which he has been associated in a       
                                             substantially similar capacity to his   
                                             current position as a portfolio manager 
                                             since prior to 2005.                    

Alison M. Martier; since April 2007; Senior  Senior Vice President of the Adviser,   
Vice President of the Adviser and Director   with which she has been associated in   
of Fixed-Income Senior Portfolio             a substantially similar capacity to her 
Management Team                              current position as a portfolio manager 
                                             since prior to 2005, and Director of    
                                             Fixed-Income Senior Portfolio           
                                             Management Team.                        


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                                                        [Enlarge/Download Table]

                                                  PRINCIPAL OCCUPATION DURING        
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS          
-------------------------------------------------------------------------------------
                                                                                     
Douglas J. Peebles; since November 2007;    Executive Vice President of the Adviser, 
Executive Vice President of the Adviser,    with which he has been associated in a   
Chief Investment Officer and Head of        substantially similar capacity to his    
Fixed-Income                                current position as a portfolio manager  
                                            since prior to 2005, Chief Investment    
                                            Officer and Head of Fixed-Income.        

Greg J. Wilensky; since April 2007; Senior  Senior Vice President of the Adviser,    
Vice President of the Adviser               with which he has been                   
                                            associated in a substantially similar    
                                            capacity to his current position         
                                            as a portfolio manager since prior to    
                                            2005.                                    


The day-to-day management of and investment decisions for the ALLIANCEBERNSTEIN 
GROWTH PORTFOLIO are made by the Adviser's U.S. Growth senior sector analysts,  
with oversight by the Adviser's U.S. Growth Portfolio Oversight Group. Stock    
selection within each market sector of the Portfolio's portfolio is the         
responsibility of a senior sector analyst dedicated to that sector. The senior  
sector analyst relies heavily on the fundamental and quantitative analysis and  
research of the Adviser's industry focused equity analysts in the U.S. and      
abroad.                                                                         

The Adviser's U.S. Growth Portfolio Oversight Group, comprised of senior        
investment professionals, in consultation with the U.S. Growth senior sector    
analysts, is responsible for determining the market sectors in which the        
Portfolio invests and the percentage allocation into each sector.               

The following table lists the senior members of the U.S. Growth Portfolio       
Oversight Group with the responsibility for day-to-day management of the        
Portfolio's portfolio, the length of time that each person has been jointly and 
primarily responsible for the Portfolio, and each person's principal occupation 
during the past five years:                                                     

                                                        [Enlarge/Download Table]

                                                  PRINCIPAL OCCUPATION DURING         
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS           
--------------------------------------------------------------------------------------
                                                                                      
William D. Baird; since 2006; Senior Vice  Senior Vice President of the Adviser,      
President of the Adviser                   with which he has been associated in a     
                                           substantially similar capacity to his      
                                           current position as a portfolio manager    
                                           since prior to 2005.                       

Frank V. Caruso; since December 2008;      (see above)                                
Senior Vice President of the Adviser                                                  

Lisa A. Shalett; since December 2008;      Executive Vice President of the Adviser,   
Executive Vice President of the Adviser    with which she has been associated in a    
                                           substantially similar capacity to her      
                                           current position as a portfolio manager    
                                           since prior to 2005. In February 2007, she 
                                           joined the management team of Alliance     
                                           Growth Equities as the Global Research     
                                           Director and was named Global Head of      
                                           Growth Equities in January 2008. For the   
                                           four years prior, Ms. Shalett was Chair    
                                           and Chief Executive Officer of Sanford C.  
                                           Bernstein LLC, the firm's institutional    
                                           research brokerage business.               

Vadim Zlotnikov; since December 2008;      Executive Vice President of the Adviser,   
Executive Vice President of the Adviser    and Chief Investment Officer of Growth     
                                           Equities and Head of Growth Portfolio      
                                           Analytics since January 2008. Prior        
                                           thereto, he was the Chief Investment       
                                           Strategist for Sanford C. Bernstein's      
                                           institutional research unit since prior to 
                                           2005.                                      


The day-to-day management of, and investment decisions for, the                 
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO'S portfolio will be made by  
the Adviser's Global Thematic Growth Portfolio Oversight Group, co-headed by    
Catherine Wood and Stephen Tong and comprised of representatives of the         
Adviser's Global Economic Research Team, Growth Quantitative Research Team,     
Early Stage Growth Team and Research on Strategic Change Team. Each Investment  
Team relies heavily on the fundamental analysis and research of the Adviser's   
large internal research staff.                                                  

The following table lists the senior members of the Teams with the most         
significant responsibility for the day-to-day management of the Portfolio's     
portfolio, the length of time that each person has been jointly and primarily   
responsible for the Portfolio, and each person's principal occupation during    
the past five years.                                                            

                                                                [Download Table]

                                                 PRINCIPAL OCCUPATION DURING        
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS           
------------------------------------------------------------------------------------
                                                                                    
Joseph G. Carson; since May 2009; Senior  Senior Vice President of the Adviser,     
Vice President of the Adviser             with which he has been associated in a    
                                          substantially similar capacity to his     
                                          current position as a portfolio manager   
                                          since prior to 2005 and Director of       
                                          Global Economic Research on Fixed-        
                                          Income.                                   

Amy P. Raskin; since May 2009; Senior     Senior Vice President of the Adviser,     
Vice President of the Adviser             with which she has been associated in     
                                          a substantially similar capacity to her   
                                          current position as a portfolio manager   
                                          since prior to 2005. She is also Director 
                                          of Research on Strategic Change since     
                                          2006 and Director of Early Stage          
                                          Growth Unit since 2008.                   

Andrew S. Reiss; since November 2009;     Senior Vice President of the Adviser,     
Senior Vice President of the Adviser      with which he has been associated in a    
                                          substantially similar capacity to his     
                                          current position as a portfolio manager   
                                          since prior to 2005. He is also Director  
                                          of Research on Strategic Change.          

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

Lisa A. Shalett; since May 2009; (see     (see above)                               
above)                                                                              

Catherine D. Wood; since May 2009;        Senior Vice President of the Adviser,     
Senior Vice President of the Adviser      with which she has been associated in     
                                          a substantially similar capacity to her   
                                          current position as a portfolio manager   
                                          since prior to 2005. She is also the      
                                          Chief Investment Officer of Strategic     
                                          Research.                                 

Vadim Zlotnikov; since May 2009; (see     (see above)                               
above)                                                                              


The management of, and investment decisions for, the ALLIANCEBERNSTEIN          
INTERNATIONAL GROWTH PORTFOLIO are made by the Adviser's International Growth   
senior sector analysts, with oversight by the Adviser's International Growth    
Portfolio Oversight Group.                                                      

Stock selection within each market sector of the Portfolio's portfolio is the   
responsibility of a senior sector analyst dedicated to his/her respective       
sector. The senior sector analysts                                              

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rely heavily on the fundamental and quantitative analysis and research of the   
Adviser's industry-focused equity analysts in the United States and abroad.     

The Adviser's International Growth Portfolio Oversight Group, comprised of      
senior investment professionals, in consultation with the International Growth  
senior sector analysts, is responsible for determining the market sectors in    
which the Portfolio invests and the percentage allocation into each sector. No  
one person is principally responsible for making recommendations for the        
Portfolio's portfolio.                                                          

The following table lists the members of the International Growth Portfolio     
Oversight Group with the most significant responsibility for the day-to-day     
management of the Portfolio's portfolio, the length of time that each person    
has been jointly and primarily responsible for the Portfolio, and each person's 
principal occupation during the past five years:                                

                                                        [Enlarge/Download Table]

                                                  PRINCIPAL OCCUPATION DURING        
EMPLOYEE; YEAR; TITLE;                              THE PAST FIVE (5) YEARS          
-------------------------------------------------------------------------------------
                                                                                     
Gregory P. Eckersley; since 2006; Senior    Senior Vice President of the Adviser,    
Vice President of the Adviser               with which he has been associated in a   
                                            substantially similar capacity to his    
                                            current position as a portfolio manager  
                                            since prior to 2005.                     

Robert W. Scheetz; since 2006; (see above)  (see above)                              

Christopher M. Toub; since 2005;            Executive Vice President of the Adviser, 
Executive Vice President of the Adviser     with which he has been associated in a   
                                            substantially similar capacity to his    
                                            current position as a portfolio manager  
                                            since prior to 2005.                     


The management of, and investment decisions for, each of the other Portfolios'  
portfolios are made by certain Senior Investment Management Teams or Investment 
Teams. Each Investment Policy Group or Investment Team relies heavily on the    
fundamental analysis and research of the Adviser's large internal research      
staff. No one person is principally responsible for making recommendations for  
each Portfolio's portfolio.                                                     

The following table lists the Senior Investment Management Teams or Investment  
Teams, as applicable, the persons within each Investment Policy Group or        
Investment Team with the most significant responsibility for the day-to-day     
management of the Portfolio's portfolio, the length of time that each person    
has been jointly and primarily responsible for the Portfolio, and each person's 
principal occupation during the past five years:                                

                                                                [Download Table]

                                                           PRINCIPAL         
       PORTFOLIO                                     OCCUPATION DURING THE   
 AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS    
-----------------------------------------------------------------------------
                                                                             
AllianceBernstein Small   Bruce K. Aronow; since    Senior Vice President of 
Cap Growth Portfolio      2000; Senior Vice         the Adviser, with which  
Small Cap Growth          President of the Adviser  he has been associated   
Investment Team           and Small Cap Growth      in a substantially       
                          Team Leader               similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

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

                          Samantha S. Lau; since    Senior Vice President of 
                          2005; Senior Vice         the Adviser, with which  
                          President of the Adviser  she has been associated  
                                                    in a substantially       
                                                    similar capacity to her  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

                          Wen-Tse Tseng; since      Vice President of the    
                          2006; Vice President of   Adviser, with which he   
                          the Adviser               has been associated in a 
                                                    substantially similar    
                                                    capacity to his current  
                                                    position as a portfolio  
                                                    manager since March      
                                                    2006. Prior thereto, he  
                                                    was the healthcare-      
                                                    sector portfolio manager 
                                                    for the small-cap growth 
                                                    team at William D.       
                                                    Witter from September    
                                                    2003 to February 2006.   
                                                    He also worked at Weiss, 
                                                    Peck & Greer, managing   
                                                    the healthcare-sector    
                                                    with the same team with  
                                                    which he worked at       
                                                    William D. Witter, from  
                                                    April 2002 to August     
                                                    2003.                    


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                                                           PRINCIPAL         
       PORTFOLIO                                     OCCUPATION DURING THE   
 AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS    
-----------------------------------------------------------------------------
                                                                             
AllianceBernstein Real    Teresa Marziano; since    Senior Vice President of 
Estate Investment         2004; Senior Vice         the Adviser, with which  
Portfolio                 President of the Adviser  she has been associated  
REIT Senior Investment    and Chief Investment      in a substantially       
Management Team           Officer of Global Real    similar capacity to her  
                          Estate Investments        current position as a    
                                                    portfolio manager since  
                                                    prior to 2005 and Chief  
                                                    Investment Officer of    
                                                    Global Real Estate       
                                                    Investments since July   
                                                    2004. Prior thereto, she 
                                                    was Co-Chief Investment  
                                                    Officer of Global Real   
                                                    Estate Investments since 
                                                    July 2004 and a Senior   
                                                    Analyst of investment    
                                                    research at Sanford      
                                                    C. Bernstein & Co., Inc. 
                                                    ("SCB") since prior to   
                                                    2005.                    

                          Diane Won; since 2010;    Senior Vice President of 
                          Senior Vice President of  the Adviser, with which  
                          the Adviser               she has been associated  
                                                    in a substantially       
                                                    similar capacity to her  
                                                    current position as a    
                                                    portfolio manager since  
                                                    June 2005. Previously,   
                                                    she was a senior case    
                                                    team leader at Monitor   
                                                    Group, concentrating on  
                                                    business, operations,    
                                                    and sales and marketing  
                                                    strategy.                

                          Prashant Tewari; since    Vice President of the    
                          2010; Vice President of   Adviser, with which he   
                          the Adviser               has been associated in a 
                                                    substantially similar    
                                                    capacity to his current  
                                                    position as a portfolio  
                                                    manager since prior to   
                                                    2005.                    

AllianceBernstein         Henry S. D'Auria; since   Senior Vice President of 
International Value       2003; Senior Vice         the Adviser, with which  
Portfolio                 President of the          he has been associated   
International Value       Adviser, Chief            in a substantially       
Senior Investment         Investment Officer of     similar capacity to his  
Management Team           Emerging Markets Value    current position as a    
                          Equities, and Co-Chief    portfolio manager since  
                          Investment Officer of     prior to 2005, Chief     
                          International Value       Investment Officer of    
                          Equities                  Emerging Markets Value   
                                                    Equities since 2002 and  
                                                    Co-Chief Investment      
                                                    Officer of International 
                                                    Value Equities of the    
                                                    Adviser since June 2003. 

                          Sharon E. Fay; since      Executive Vice President 
                          2005; Executive Vice      and Chief Investment     
                          President of the Adviser  Officer of Global Value  
                          and Chief Investment      Equities at the Adviser  
                          Officer of Global Value   since prior to 2005 and  
                          Equities                  the head of Value        
                                                    Equities at SCB. She has 
                                                    chaired the Global Value 
                                                    Investment Policy Groups 
                                                    since prior to 2005.     

                          Eric J. Franco; since     Senior Vice President of 
                          2006; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

                          Kevin F. Simms; since     Senior Vice President of 
                          inception; Senior Vice    the Adviser, with which  
                          President of the          he has been associated   
                          Adviser, Co-Chief         in a substantially       
                          Investment Officer of     similar capacity to his  
                          International Value       current position as a    
                          Equities, and Global      portfolio manager since  
                          Director of Value         prior to 2005 and        
                          Research                  Co-Chief Investment      
                                                    Officer of International 
                                                    Value Equities at the    
                                                    Adviser since 2003. He   
                                                    is also Global Director  
                                                    of Value Research at the 
                                                    Adviser since prior to   
                                                    2005.                    

AllianceBernstein         James W. MacGregor;       Senior Vice President of 
Small/Mid Cap Value       since 2005; Senior Vice   the Adviser, with which  
Portfolio                 President of the Adviser  he has been associated   
Small/Mid Cap Value       and Chief Investment      in a substantially       
Senior Investment         Officer--Small- and       similar capacity to his  
Management Team           Mid-Cap Value Equities    current position as a    
                          (since 2009)              portfolio manager since  
                                                    prior to 2005. He is     
                                                    also currently Chief     
                                                    Investment               
                                                    Officer--Small- and      
                                                    Mid-Cap Value Equities.  

                          Joseph G. Paul; since     Senior Vice President of 
                          2002; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Chief Investment      in a substantially       
                          Officer--North American   similar capacity to his  
                          Value Equities and        current position as a    
                          Co-Chief Investment       portfolio manager since  
                          Officer--US Large Cap     prior to 2005. He is     
                          Value Equities            also Co-Chief Investment 
                                                    Officer--US Large Cap    
                                                    Value Equities, Chief    
                                                    Investment               
                                                    Officer--North American  
                                                    Value Equities, and      
                                                    Global Head of           
                                                    Diversified Value. Until 
                                                    2009, he was Chief       
                                                    Investment               
                                                    Officer--Small and       
                                                    Mid-Capitalization Value 
                                                    Equities, Co-Chief       
                                                    Investment Officer of    
                                                    Real Estate Investments, 
                                                    and Chief Investment     
                                                    Officer of Advanced      
                                                    Value since prior to     
                                                    2005.                    

                          Andrew J. Weiner; since   Senior Vice President of 
                          2005; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Director of           in a substantially       
                          Research--Small- and      similar capacity to his  
                          Mid-Cap Value Equities    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. He is     
                                                    also Director of         
                                                    Research--Small- and     
                                                    Mid-Cap Value Equities   
                                                    since 2009.              

AllianceBernstein Value   Christopher W. Marx;      Senior Vice President of 
Portfolio                 since 2005; Senior Vice   the Adviser, with which  
North American Senior     President of the Adviser  he has been associated   
Investment Management                               in a substantially       
Team                                                similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           


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                                                           PRINCIPAL         
       PORTFOLIO                                     OCCUPATION DURING THE   
 AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS    
-----------------------------------------------------------------------------
                                                                             
                          Joseph G. Paul; since     (see above)              
                          2002; (see above)                                  

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

                          David Yuen; since May     Senior Vice President of 
                          2008; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Co-Chief Investment   in a substantially       
                          Officer and Director of   similar capacity to his  
                          Research--U.S. Large Cap  current position as a    
                          Value Equities            portfolio manager since  
                                                    prior to 2005. He is     
                                                    also Co-Chief Investment 
                                                    Officer and Director of  
                                                    Research--U.S. Large Cap 
                                                    Value Equities.          

AllianceBernstein Large   Joseph R. Elegante;       Senior Vice President of 
Cap Growth Portfolio      since 2010; Senior Vice   the Adviser, with which  
U.S. Large Cap Growth     President of the Adviser  he has been associated   
Investment Team                                     in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. Mr.       
                                                    Elegante has been a      
                                                    member of the U.S. Large 
                                                    Cap Growth Investment    
                                                    Team since 2004.         

                          Jason P. Ley; since       Senior Vice President of 
                          2010; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. Mr. Ley   
                                                    has been a member of the 
                                                    U.S. Large Cap Growth    
                                                    Investment Team since    
                                                    2000.                    

                          David F. Randell; since   Senior Vice President of 
                          2010; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    2007. Mr. Randell has    
                                                    been a member of the     
                                                    U.S. Large Cap Growth    
                                                    Investment Team since    
                                                    2007. Prior thereto, a   
                                                    principal and a member   
                                                    of the Investment        
                                                    Committee of GTCR Golder 
                                                    Rauner LLC, a private    
                                                    equity firm, since prior 
                                                    to 2005.                 

                          P. Scott Wallace; since   Senior Vice President of 
                          2006; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. Mr.       
                                                    Wallace has been a       
                                                    member of the U.S. Large 
                                                    Cap Growth Investment    
                                                    Team since 2001.         

AllianceBernstein         Thomas J. Fontaine;       Senior Vice President of 
Balanced Wealth Strategy  since July 2008; Senior   the Adviser and since    
Portfolio                 Vice President of the     June 2008 Director of    
Multi-Asset               Adviser and Director of   Research--Defined        
Solutions Team            Research--Defined         Contribution.            
                          Contribution              Previously, he was a     
                                                    Director of Research for 
                                                    the Adviser's Style      
                                                    Blend Services, a member 
                                                    of the Blend Investment  
                                                    Policy Team from         
                                                    February 2006 to June    
                                                    2008 and served as a     
                                                    senior quantitative      
                                                    analyst since prior to   
                                                    2005.                    

                          Dokyoung Lee; since July  Senior Vice President of 
                          2008; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Director of           in a similar capacity to 
                          Research--Blend           his current position as  
                          Strategies                a portfolio manager      
                                                    since prior to 2005 and  
                                                    Director of              
                                                    Research--Blend          
                                                    Strategies since June    
                                                    2008.                    

                          Seth J. Masters; since    Executive Vice President 
                          inception; Executive      of the Adviser, with     
                          Senior Vice President of  which he has been        
                          the Adviser and Chief     associated in a          
                          Investment Officer of     substantially similar    
                          Blend Strategies and      capacity to his current  
                          Defined Contribution      position as a portfolio  
                                                    manager since prior to   
                                                    2005 and Chief           
                                                    Investment Officer of    
                                                    Blend Strategies and     
                                                    Defined Contribution.    

                          Christopher H. Nikolich;  Senior Vice President of 
                          since inception; Senior   the Adviser, with which  
                          Vice President of the     he has been associated   
                          Adviser                   in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

                          Patrick J. Rudden; since  Senior Vice President of 
                          February 2009; Senior     the Adviser, with which  
                          Vice President of the     he has been associated   
                          Adviser                   in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005 and Global 
                                                    Head of Institutional    
                                                    Investment Solutions. He 
                                                    is a member of the       
                                                    Global, European and UK  
                                                    Value Equity Investment  
                                                    Policy Groups.           


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

Set forth below is performance data provided by the Adviser relating to the     
Equity and Fixed-Income Historical Accounts managed by investment teams that    
manage the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets.       
Performance data is shown for the period during which the relevant investment   
team of the Adviser or its Bernstein unit managed the Equity and Fixed-Income   
Historical Accounts through December 31, 2009. The aggregate assets for the     
Equity and Fixed-Income Historical Accounts managed by each investment team as  
of December 31, 2009 are also shown. Each of an investment team's Equity and    
Fixed-Income Historical Accounts has a nearly identical composition of          
investment holdings and related percentage weightings.                          

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

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

The Russell 1000(R) universe of securities is compiled by Frank Russell Company 
and is segmented into two style indices, based on a "non-linear probability"    
method to assign stocks to the growth and value style indices. The term         
"probability" is used to indicate the degree of certainty that a stock is value 
or growth based on its relative book-to-price ratio and I/B/E/S forecast        
long-term growth mean. The Russell 1000(R) Growth Index ("Russell 1000 Growth") 
is designed to include those Russell 1000(R) securities with higher             
price-to-book ratios and higher forecasted growth values. In contrast, the      
Russell 1000(R) Value Index ("Russell 1000 Value") is designed to include those 
Russell 1000(R) securities with lower price-to-book ratios and lower forecasted 
growth values.                                                                  

The Morgan Stanley Capital International Europe, Australasia, Far East Index    
(the "MSCI EAFE Index") is an international, unmanaged, weighted stock market   
index that includes over 1,000 securities listed on the stock exchanges of 21   
developed market countries from Europe, Australia and the Far East.             

The unmanaged Barclays Capital U.S. Aggregate Index ("Barclays Capital U.S.     
Aggregate") is composed of the Mortgage-Backed Securities Index, the            
Asset-Backed Securities Index and the Government/Corporate Bond Index. It is a  
broad measure of the performance of taxable bonds in the US market, with        
maturities of at least one year.                                                

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

To the extent an investment team utilizes investment techniques such as futures 
or options, the indices shown may not be substantially comparable to the        
performance of the investment team's Equity and Fixed-Income Historical         
Accounts. The indices shown are included to illustrate material economic and    
market factors that existed during the time period shown. None of the indices   
reflects the deduction of any fees. If an investment team were to purchase a    
portfolio of securities substantially identical to the securities comprising    
the relevant index, the performance of the portion of the ALLIANCEBERNSTEIN     
BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to  
the index would be reduced by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY    
PORTFOLIO'S                                                                     

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expenses, including brokerage commissions, advisory fees, distribution fees,    
custodial fees, transfer agency costs and other administrative expenses, as     
well as by the impact on the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY         
PORTFOLIO'S shareholders of sales charges and income taxes.                     

The following performance data is provided solely to illustrate each investment 
team's performance in managing the Equity and Fixed-Income Historical Accounts  
as measured against certain broad-based market indices. The performance of the  
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO will be affected both by   
the performance of each investment team managing a portion of the               
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets and by the        
Adviser's allocation of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY          
PORTFOLIO'S portfolio among its various investment teams. If some or all of the 
investment teams employed by the Adviser in managing the ALLIANCEBERNSTEIN      
BALANCED WEALTH STRATEGY PORTFOLIO were to perform relatively poorly, and/or if 
the Adviser were to allocate more of the ALLIANCEBERNSTEIN BALANCED WEALTH      
STRATEGY PORTFOLIO'S portfolio to relatively poorly performing investment       
teams, the performance of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY        
PORTFOLIO would suffer. Investors should not rely on the performance data of    
the Equity and Fixed-Income Historical Accounts as an indication of future      
performance of all or any portion of the ALLIANCEBERNSTEIN BALANCED WEALTH      
STRATEGY PORTFOLIO.                                                             

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

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

NET OF FEES PERFORMANCE                                                         
For periods ended December 31, 2009, with their Aggregate Assets as of          
December 31, 2009                                                               

                                                        [Enlarge/Download Table]

INVESTMENT TEAMS AND                 ASSETS                                       SINCE   INCEPTION
BENCHMARKS                        (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES  
---------------------------------------------------------------------------------------------------
                                                                                                   
EQUITY                                                                                             
---------------------------------------------------------------------------------------------------
US Large Cap Growth                $10,868.71   36.98%  -2.09%  1.92%   -3.49%   12.91%*  12/31/77 
Russell 1000 Growth                             37.21%  -1.89%  1.63%   -3.99%     N/A             
---------------------------------------------------------------------------------------------------
US Large Cap Value                  $5,707.58   21.11% -11.69% -2.22%    3.26%    3.22%    3/31/99 
Russell 1000 Value                              19.69%  -8.96% -0.25%    2.47%    2.84%            
---------------------------------------------------------------------------------------------------
International Large Cap Growth      $3,927.29   32.29%  -8.26%  1.10%   -0.62%    5.50%   12/31/90 
MSCI EAFE                                       31.78%  -6.04%  3.54%    1.17%    5.75%            
---------------------------------------------------------------------------------------------------
International Large Cap Value       $3,664.44   38.50% -12.13%  1.62%    N/A      7.54%    3/31/01 
MSCI EAFE                                       31.78%  -6.04%  3.54%    N/A      4.88%            
---------------------------------------------------------------------------------------------------
Global Real Estate                  $2,235.56   36.01% -10.71%  2.61%    N/A      9.51%    9/30/03 
FTSE EPRA/NAREIT Developed Index                38.26% -12.39%  2.00%    N/A      8.90%            
---------------------------------------------------------------------------------------------------
FIXED INCOME                                                                                       
---------------------------------------------------------------------------------------------------
Intermediate Duration Bonds           $213.00   14.10%   5.69%  4.91%    6.34%    7.22%   12/31/86 
Barclays Capital U.S. Aggregate                  5.93%   6.04%  4.97%    6.33%    7.18%            
---------------------------------------------------------------------------------------------------

*The inception date for the Russell 1000 Growth Index was December 31, 1978;    
the total returns for the US Large Cap Growth Strategy and that benchmark for 
that date through 12/31/09 were 13.43% and 10.38%, respectively.              

LEGAL PROCEEDINGS                                                               
On October 2, 2003, a purported class action complaint entitled Hindo et al. v. 
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed 
against the Adviser; AllianceBernstein Holding L.P. ("Holding");                
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein       
Mutual Funds, certain officers of the Adviser ("AllianceBernstein defendants"); 
and certain other unaffiliated defendants, as well as unnamed Doe defendants.   
The Hindo Complaint was filed in the United States District Court for the       
Southern District of New York by alleged shareholders of two of the             
AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the 
Alliance defendants failed to disclose that they improperly allowed certain     
hedge funds and other unidentified parties to engage in "late trading" and      
"market timing" of AllianceBernstein Mutual Fund securities, violating Sections 
11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Securities and 
Exchange Act of 1934, and Sections 206 and 215 of the Investment Advisers Act   
of 1940. Plaintiffs seek an unspecified amount of compensatory damages and      
rescission of their contracts with the Adviser, including recovery of all fees  
paid to the Adviser pursuant to such contracts.                                 

Following October 2, 2003, additional lawsuits making factual allegations       
generally similar to those in the Hindo Complaint were filed in various federal 
and state courts against the Adviser and certain other defendants. On           
September 29, 2004, plaintiffs filed consolidated amended complaints with       
respect to four claim types: mutual fund shareholder claims; mutual fund        
derivative                                                                      

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claims; derivative claims brought on behalf of Holding; and claims brought      
under ERISA by participants in the Profit Sharing Plan for Employees of the     
Adviser. All four complaints include substantially identical factual            
allegations, which appear to be based in large part on the Order of the         
Commission dated December 18, 2003 as amended and restated January 15, 2004 and 
the New York State Attorney General Assurance of Discontinuance dated           
September 1, 2004.                                                              

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual   
fund shareholder claims, mutual fund derivative claims, and ERISA claims        
entered into a confidential memorandum of understanding containing their        
agreement to settle these claims. The agreement will be documented by a         
stipulation of settlement and will be submitted for court approval at a later   
date. The settlement amount ($30 million), which the Adviser previously accrued 
and disclosed, has been disbursed. The derivative claims brought on behalf of   
Holding, in which plaintiffs seek an unspecified amount of damages, remain      
pending.                                                                        

It is possible that these matters and or other developments resulting from      
these matters could result in increased redemptions of the affected fund's      
shares or other adverse consequences to those funds. This may require those     
funds to sell investments to provide for sufficient liquidity and could also    
have an adverse effect on the investment performance of the Portfolios.         
However, the Adviser believes that these matters are not likely to have a       
material adverse effect on its ability to perform advisory services relating to 
those funds or the Portfolios.                                                  

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DIVIDENDS, DISTRIBUTIONS AND TAXES                                              
--------------------------------------------------------------------------------

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO declares income dividends each     
business day at 4:00 p.m., Eastern Time. The dividends are paid monthly via     
automatic investment in additional full and fractional shares. As these         
additional shares are entitled to income, a compounding of income occurs.       

The other Portfolios declare dividends on their shares at least annually. The   
income and capital gains distribution will be made in shares of each Portfolio. 

See the prospectus of the separate account of the participating insurance       
company for federal income tax information.                                     

Investment income received by a Portfolio from sources within foreign countries 
may be subject to foreign income taxes withheld at the source. Provided that    
certain requirements are met, a Portfolio may "pass-through" to its             
shareholders credits or deductions to foreign income taxes paid. Non-U.S.       
investors may not be able to credit or deduct such foreign taxes.               

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

BONDS are interest-bearing or discounted government or corporate securities     
that obligate the issuer to pay the bond holder a specified sum of money,       
usually at specified intervals, and to repay the principal amount of the loan   
at maturity.                                                                    

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

U.S. GOVERNMENT SECURITIES are securities issued or guaranteed by the U.S.      
Government, its agencies or instrumentalities, including obligations that are   
issued by private issuers that are guaranteed as to principal or interest by    
the U.S. Government, its agencies or instrumentalities, or by certain           
government-sponsored entities (entities chartered by or sponsored by Act of     
Congress). These securities include securities backed by the full faith and     
credit of the United States, those supported by the right of the issuer to      
borrow from the U.S. Treasury, and those backed only by the credit of the       
issuing agency or entity itself. The first category includes U.S. Treasury      
securities (which are U.S. Treasury bills, notes, and bonds) and certificates   
issued by GNMA. U.S. Government securities not backed by the full faith and     
credit of the United States or a right to borrow from the U.S. Treasury include 
certificates issued by FNMA and FHLMC.                                          

BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX covers the U.S. Dollar-denominated,  
investment-grade, fixed-rate, taxable bond market of SEC-registered securities. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

FTSE NAREIT EQUITY REIT INDEX is an index of publicly traded REITs that own     
commercial property. The Index figures do not reflect any deduction for fees,   
expenses or taxes.                                                              

MSCI AC WORLD INDEX is a free float-adjusted market capitalization weighted     
index that is designed to measure the equity market performance of developed    
and emerging markets. As of June 2009, the MSCI AC WORLD INDEX consisted of 45  
country indices comprising 23 developed and 22 emerging market country indices. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) INDEX is a free float-adjusted market 
capitalization index that is designed to measure the equity market performance  
of developed markets, excluding the United States and Canada. The Index figures 
do not reflect any deduction for fees, expenses or taxes.                       

MSCI WORLD INDEX is Morgan Stanley Capital International's market               
capitalization weighted index composed of companies representative of the       
market structure of 23 developed market countries in North America, Europe, and 
the Asia/Pacific Region. The index is calculated without dividends, with net or 
with gross dividends reinvested, in both U.S. Dollars and local currencies. The 
Index figures do not reflect any deduction for fees, expenses or taxes.         

RUSSELL 1000(R) GROWTH INDEX measures the performance of the large-cap growth   
segment of the U.S. equity universe. It includes those Russell 1000(R)          
companies with higher price-to-book ratios and higher forecasted growth values. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

RUSSELL 1000(R) VALUE INDEX measures the performance of the large-cap value     
segment of the U.S. equity universe. It includes those Russell 1000(R)          
companies with lower price-to-book ratios and lower expected growth values. The 
Index figures do not reflect any deduction for fees, expenses or taxes.         

RUSSELL 2000(R) GROWTH INDEX measures the performance of the small-cap growth   
segment of the U.S. equity universe. It includes those Russell 2000(R)          
companies with higher price-to-value ratios and higher forecasted growth        
values. The Index figures do not reflect any deduction for fees, expenses or    
taxes.                                                                          

RUSSELL 2500(R) INDEX measures the performance of the small- to mid-cap segment 
of the U.S. equity universe, commonly referred to as "smid" cap. The Russell    
2500(R) Index is a subset of the Russell 3000(R) Index. It includes             
approximately 2500 of the smallest securities based on a combination of their   
market cap and current index membership. The Index figures do not reflect any   
deduction for fees, expenses or taxes.                                          

RUSSELL 2500(R) VALUE INDEX measures the performance of the small- to mid-cap   
value segment of the U.S. equity universe. It includes those Russell 2500(R)    
companies with lower price-to-book ratios and lower forecasted growth values.   
The Index figures do not reflect any deduction for fees, expenses or taxes.     

RUSSELL 3000(R) GROWTH INDEX measures the performance of the broad growth       
segment of the U.S. equity universe. It includes those Russell 3000(R)          
companies with higher price-to-book ratios and higher forecasted growth values. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

S&P 500 INDEX includes 500 leading companies in leading industries of the U.S.  
economy. S&P 500 is a core component of the U.S. indices that could be used as  
building blocks for portfolio construction. The Index figures do not reflect    
any deduction for fees, expenses or taxes.                                      

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

The financial highlights table is intended to help you understand each          
Portfolio's financial performance for the past 5 years (or, if shorter, the     
period of the Portfolio's operations). Certain information reflects financial   
results for a single share of a class of each Portfolio. The total returns in   
the table represent the rate that an investor would have earned (or lost) on an 
investment in the Portfolio (assuming reinvestment of all dividends and         
distributions). The total returns in the table do not take into account         
separate account charges. If separate account charges were included, an         
investor's return would have been lower. This information has been audited by   
Ernst & Young LLP, the independent registered public accounting firm for all    
Portfolios, whose reports, along with each Portfolio's financial statements,    
are included in each Portfolio's annual report, which is available upon request.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO                                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                     YEAR ENDED DECEMBER 31,               
                                                                           2009        2008     2007      2006       2005  
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Net asset value, beginning of period                                   $  1.00       $  1.00  $  1.00  $  1.00     $  1.00 
                                                                       -------       -------  -------  -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                          
Net investment income                                                      .00(a)(b)     .02      .04      .04         .02 
                                                                       -------       -------  -------  -------     ------- 
LESS: DIVIDENDS                                                                                                            
Dividends from net investment income                                       .00(a)(b)    (.02)    (.04)    (.04)       (.02)
                                                                       -------       -------  -------  -------     ------- 
Net asset value, end of period                                         $  1.00       $  1.00  $  1.00  $  1.00     $  1.00 
                                                                       =======       =======  =======  =======     ======= 
TOTAL RETURN                                                                                                               
Total investment return based on net asset value(c)                        .17%         1.90%    4.35%    4.22%       2.35%

RATIOS/SUPPLEMENTAL DATA                                                                                                   
Net assets, end of period (000's omitted)                              $25,318       $28,520  $23,610  $27,087     $30,370 
Ratio to average net assets of:                                                                                            
Expenses, net of waivers and reimbursements                                .66%          .96%     .99%     .93%(d)     .93%
Expenses, before waivers and reimbursements                                .90%          .96%     .99%     .93%(d)     .93%
Net investment income                                                      .18%(b)      1.85%    4.28%    4.13%(d)    2.30%
---------------------------------------------------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                                     YEAR ENDED DECEMBER 31,               
                                                                          2009       2008       2007      2006       2005  
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Net asset value, beginning of period                                   $  10.50   $  11.78    $ 11.78  $ 11.82     $ 12.28 
                                                                       --------   --------    -------  -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                          
Net investment income(e)                                                    .52        .51        .54      .50         .41 
Net realized and unrealized gain (loss) on investment and foreign                                                          
 currency transactions                                                     1.37      (1.22)       .01     (.06)       (.17)
Contributions from Adviser                                                 0.00        .00(f)    0.00     0.00        0.00 
                                                                       --------   --------    -------  -------     ------- 
Net increase (decrease) in net asset value from operations                 1.89       (.71)       .55      .44         .24 
                                                                       --------   --------    -------  -------     ------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                          
Dividends from net investment income                                       (.41)      (.57)      (.55)    (.48)       (.36)
Distributions from net realized gain on investment transactions            0.00       0.00       0.00     0.00        (.34)
                                                                       --------   --------    -------  -------     ------- 
Total dividends and distributions                                          (.41)      (.57)      (.55)    (.48)       (.70)
                                                                       --------   --------    -------  -------     ------- 
Net asset value, end of period                                         $  11.98   $  10.50    $ 11.78  $ 11.78     $ 11.82 
                                                                       ========   ========    =======  =======     ======= 
TOTAL RETURN                                                                                                               
Total investment return based on net asset value(c)                       18.51%*    (6.38)%*    4.85%    3.93%       1.98%

RATIOS/SUPPLEMENTAL DATA                                                                                                   
Net assets, end of period (000's omitted)                              $129,647   $129,111    $66,305  $71,655     $83,329 
Ratio to average net assets of:                                                                                            
Expenses                                                                    .69%       .64%       .78%     .77%(d)     .71%
Net investment income                                                      4.69%      4.72%      4.58%    4.25%(d)    3.37%
Portfolio turnover rate                                                     102%       106%        90%     327%        529%
---------------------------------------------------------------------------------------------------------------------------

See footnotes on page 75.                                                       

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ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                        YEAR ENDED DECEMBER 31,                  
                                                                          2009       2008        2007        2006         2005   
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Net asset value, beginning of period                                   $  18.47   $  30.61    $  26.87   $  26.99      $  23.44  
                                                                       --------   --------    --------   --------      --------  
INCOME FROM INVESTMENT OPERATIONS                                                                                                
Net investment income (loss)(e)                                             .10        .04        (.01)      (.03)         (.07) 
Net realized and unrealized gain (loss) on investment and foreign                                                                
 currency transactions                                                     6.82     (12.18)       3.75       (.09)         3.62  
                                                                       --------   --------    --------   --------      --------  
Net increase (decrease) in net asset value from operations                 6.92     (12.14)       3.74       (.12)         3.55  
                                                                       --------   --------    --------   --------      --------  
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                                
Dividends from net investment income                                       (.03)      0.00        0.00       0.00          0.00  
                                                                       --------   --------    --------   --------      --------  
Net asset value, end of period                                         $  25.36   $  18.47    $  30.61   $  26.87      $  26.99  
                                                                       ========   ========    ========   ========      ========  
TOTAL RETURN                                                                                                                     
Total investment return based on net asset value(c)                       37.52%*   (39.66)%*    13.92%*     (.44)%       15.15% 

RATIOS/SUPPLEMENTAL DATA                                                                                                         
Net assets, end of period (000's omitted)                              $211,940   $181,452    $395,655   $474,069      $618,980  
Ratio to average net assets of:                                                                                                  
Expenses                                                                    .88%       .84%        .82%       .84%(d)       .81% 
Net investment income (loss)                                                .47%       .17%       (.03)%     (.12)%(d)     (.28)%
Portfolio turnover rate                                                      97%        89%         92%        81%           54% 
---------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO                                   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                        YEAR ENDED DECEMBER 31,                 
                                                                          2009       2008        2007         2006       2005   
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
Net asset value, beginning of period                                   $  13.10   $  26.82    $  27.19    $  24.88     $  24.08 
                                                                       --------   --------    --------    --------     -------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                               
Net investment income(e)                                                    .21        .30         .39         .36          .31 
Net realized and unrealized gain (loss) on investment transactions         2.47      (9.77)        .97        3.66          .85 
Contributions from Adviser                                                 0.00        .00(f)      .06        0.00         0.00 
                                                                       --------   --------    --------    --------     -------- 
Net increase (decrease) in net asset value from operations                 2.68      (9.47)       1.42        4.02         1.16 
                                                                       --------   --------    --------    --------     -------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                               
Dividends from net investment income                                       (.58)      (.45)       (.41)       (.37)        (.36)
Distributions from net realized gain on investment transactions            0.00      (3.80)      (1.38)      (1.34)        0.00 
                                                                       --------   --------    --------    --------     -------- 
Total dividends and distributions                                          (.58)     (4.25)      (1.79)      (1.71)        (.36)
                                                                       --------   --------    --------    --------     -------- 
Net asset value, end of period                                         $  15.20   $  13.10    $  26.82    $  27.19     $  24.88 
                                                                       ========   ========    ========    ========     ======== 
TOTAL RETURN                                                                                                                    
Total investment return based on net asset value(c)                       20.82%*   (40.60)%*     5.12%**    17.29%        4.86%

RATIOS/SUPPLEMENTAL DATA                                                                                                        
Net assets, end of period (000's omitted)                              $215,085   $211,920    $456,159    $529,732     $571,372 
Ratio to average net assets of:                                                                                                 
Expenses                                                                    .63%       .62%        .59%        .61%(d)      .59%
Net investment income                                                      1.58%      1.61%       1.43%       1.42%(d)     1.29%
Portfolio turnover rate                                                     125%       184%         74%         60%          72%
--------------------------------------------------------------------------------------------------------------------------------

See footnotes on page 75.                                                       

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ALLIANCEBERNSTEIN GROWTH PORTFOLIO                                              
--------------------------------------------------------------------------------

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                                                                                      YEAR ENDED DECEMBER 31,                
                                                                         2009       2008      2007        2006        2005   
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
Net asset value, beginning of period                                   $ 13.19   $ 22.91    $ 20.27   $ 20.49      $  18.30  
                                                                       -------   -------    -------   -------      --------  
INCOME FROM INVESTMENT OPERATIONS                                                                                            
Net investment income (loss)(e)                                            .04      (.04)      (.05)     (.04)         (.08) 
Net realized and unrealized gain (loss) on investment transactions        4.33     (9.68)      2.69      (.18)         2.27  
                                                                       -------   -------    -------   -------      --------  
Net increase (decrease) in net asset value from operations                4.37     (9.72)      2.64      (.22)         2.19  
                                                                       -------   -------    -------   -------      --------  
Net asset value, end of period                                         $ 17.56   $ 13.19    $ 22.91   $ 20.27      $  20.49  
                                                                       =======   =======    =======   =======      ========  
TOTAL RETURN                                                                                                                 
Total investment return based on net asset value(c)                      33.13%*  (42.43)%*   13.02%    (1.07)%       11.97% 

RATIOS/SUPPLEMENTAL DATA                                                                                                     
Net assets, end of period (000's omitted)                              $37,948   $33,992    $75,834   $93,459      $123,535  
Ratio to average net assets of:                                                                                              
Expenses                                                                  1.06%      .94%       .90%      .90%(d)       .88% 
Net investment income (loss)                                               .28%     (.22)%     (.23)%    (.22)%(d)     (.43)%
Portfolio turnover rate                                                    197%      103%        60%       55%           49% 
-----------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                      YEAR ENDED DECEMBER 31,                
                                                                         2009       2008        2007        2006       2005  
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
Net asset value, beginning of period                                   $  12.52  $ 24.89    $  30.37     $ 24.27     $ 20.18 
                                                                       --------  -------    --------     -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                            
Net investment income(e)                                                    .22      .38         .20         .30         .25 
Net realized and unrealized gain (loss) on investment and foreign                                                            
 currency transactions                                                     4.59   (12.35)       5.16        6.18        3.94 
Contributions from Adviser                                                 0.00      .00(f)     0.00        0.00        0.00 
                                                                       --------  -------    --------     -------     ------- 
Net increase (decrease) in net asset value from operations                 4.81   (11.97)       5.36        6.48        4.19 
                                                                       --------  -------    --------     -------     ------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                            
Dividends from net investment income                                       (.67)    0.00        (.56)       (.23)       (.10)
Distributions from net realized gain on investment and foreign                                                               
 currency transactions                                                     0.00     (.40)     (10.28)       (.15)       0.00 
                                                                       --------  -------    --------     -------     ------- 
Total dividends and distributions                                          (.67)    (.40)     (10.84)       (.38)       (.10)
                                                                       --------  -------    --------     -------     ------- 
Net asset value, end of period                                         $  16.66  $ 12.52    $  24.89     $ 30.37     $ 24.27 
                                                                       ========  =======    ========     =======     ======= 
TOTAL RETURN                                                                                                                 
Total investment return based on net asset value(c)                       39.58%  (48.85)%*    18.13%      27.04%      20.84%

RATIOS/SUPPLEMENTAL DATA                                                                                                     
Net assets, end of period (000's omitted)                              $124,335  $80,458    $165,642     $81,655     $58,438 
Ratio to average net assets of:                                                                                              
Expenses                                                                    .99%     .98%       1.21%(d)    1.23%(d)    1.41%
Net investment income                                                      1.55%    1.93%        .66%(d)    1.11%(d)    1.16%
Portfolio turnover rate                                                     118%      90%        126%         74%         43%
-----------------------------------------------------------------------------------------------------------------------------

See footnotes on page 75.                                                       

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ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO                              
--------------------------------------------------------------------------------

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                                                                                       YEAR ENDED DECEMBER 31,                
                                                                          2009       2008       2007        2006       2005   
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                                   $ 10.90    $ 20.71     $ 17.23   $ 15.86      $ 15.27  
                                                                       -------    -------     -------   -------      -------  
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income (loss)(e)                                            .07        .00(f)     (.03)     (.05)        (.05) 
Net realized and unrealized gain (loss) on investment and foreign                                                             
 currency transactions                                                    5.76      (9.81)       3.51      1.42          .64  
Contributions from Adviser                                                 .00(f)     .00(f)     0.00      0.00         0.00  
                                                                       -------    -------     -------   -------      -------  
Net increase (decrease) in net asset value from operations                5.83      (9.81)       3.48      1.37          .59  
                                                                       -------    -------     -------   -------      -------  
Net asset value, end of period                                         $ 16.73    $ 10.90     $ 20.71   $ 17.23      $ 15.86  
                                                                       =======    =======     =======   =======      =======  
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(c)                      53.49%*+  (47.37)%*    20.20%     8.64%        3.86% 

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)                              $65,358    $39,933     $93,919   $86,819      $99,781  
Ratio to average net assets of:                                                                                               
Expenses                                                                  1.00%       .93%        .93%      .92%(d)      .92% 
Net investment income (loss)                                               .52%       .00%(f)    (.15)%    (.30)%(d)    (.32)%
Portfolio turnover rate                                                    215%       141%        132%      117%          98% 
------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                      YEAR ENDED DECEMBER 31,               
                                                                         2009       2008      2007        2006       2005   
----------------------------------------------------------------------------------------------------------------------------
                                                                                                                            
Net asset value, beginning of period                                   $  8.43   $ 15.48    $ 13.57   $ 12.26      $ 11.65  
                                                                       -------   -------    -------   -------      -------  
INCOME FROM INVESTMENT OPERATIONS                                                                                           
Net investment loss(e)                                                    (.13)     (.13)      (.12)     (.12)        (.11) 
Net realized and unrealized gain (loss) on investment transactions        3.65     (6.92)      2.03      1.43          .72  
Contributions from Adviser                                                0.00       .00(f)    0.00      0.00         0.00  
                                                                       -------   -------    -------   -------      -------  
Net increase (decrease) in net asset value from operations                3.52     (7.05)      1.91      1.31          .61  
                                                                       -------   -------    -------   -------      -------  
Net asset value, end of period                                         $ 11.95   $  8.43    $ 15.48   $ 13.57      $ 12.26  
                                                                       =======   =======    =======   =======      =======  
TOTAL RETURN                                                                                                                
Total investment return based on net asset value(c)                      41.76%*  (45.54)%*   14.08%    10.69%        5.24% 

RATIOS/SUPPLEMENTAL DATA                                                                                                    
Net assets, end of period (000's omitted)                              $22,876   $18,003    $39,867   $48,498      $49,453  
Ratio to average net assets of:                                                                                             
Expenses                                                                  1.62%     1.32%      1.20%     1.16%(d)     1.18% 
Net investment loss                                                      (1.33)%   (1.02)%     (.81)%    (.90)%(d)    (.93)%
Portfolio turnover rate                                                    106%      129%        88%       76%          90% 
----------------------------------------------------------------------------------------------------------------------------

See footnotes on page 75.                                                       

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ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO                              
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                                                                                    YEAR ENDED DECEMBER 31,             
                                                                         2009     2008      2007       2006       2005  
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Net asset value, beginning of period                                   $  7.86  $ 16.23   $ 22.83   $ 19.98     $ 20.66 
                                                                       -------  -------   -------   -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                       
Net investment income(e)                                                   .19      .26       .22       .29         .32 
Net realized and unrealized gain (loss) on investment transactions        1.98    (4.38)    (2.91)     6.02        1.84 
                                                                       -------  -------   -------   -------     ------- 
Net increase (decrease) in net asset value from operations                2.17    (4.12)    (2.69)     6.31        2.16 
                                                                       -------  -------   -------   -------     ------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                       
Dividends from net investment income                                      (.23)    (.26)     (.30)     (.47)       (.68)
Distributions from net realized gain on investment transactions           (.16)   (3.99)    (3.61)    (2.99)      (2.16)
                                                                       -------  -------   -------   -------     ------- 
Total dividends and distributions                                         (.39)   (4.25)    (3.91)    (3.46)      (2.84)
                                                                       -------  -------   -------   -------     ------- 
Net asset value, end of period                                         $  9.64  $  7.86   $ 16.23   $ 22.83     $ 19.98 
                                                                       =======  =======   =======   =======     ======= 
TOTAL RETURN                                                                                                            
Total investment return based on net asset value(c)                      29.46%  (35.68)%  (14.53)%   35.22%      11.67%

RATIOS/SUPPLEMENTAL DATA                                                                                                
Net assets, end of period (000's omitted)                              $38,317  $24,082   $50,015   $80,317     $67,161 
Ratio to average net assets of:                                                                                         
Expenses                                                                  1.25%    1.01%      .85%      .83%(d)     .83%
Net investment income                                                     2.50%    2.13%     1.09%     1.33%(d)    1.64%
Portfolio turnover rate                                                     94%      46%       51%       47%         46%
------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO                                 
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                                       YEAR ENDED DECEMBER 31,                
                                                                         2009       2008      2007        2006        2005    
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                                   $  11.05  $  25.14   $  24.96  $  19.07     $ 16.70    
                                                                       --------  --------   --------  --------     -------    
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income(e)                                                    .29       .54        .43       .38         .26(b) 
Net realized and unrealized gain(loss) on investment and foreign                                                              
 currency transactions                                                     3.54    (13.15)      1.07      6.21        2.49    
                                                                       --------  --------   --------  --------     -------    
Net increase (decrease) in net asset value from operations                 3.83    (12.61)      1.50      6.59        2.75    
                                                                       --------  --------   --------  --------     -------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                             
Dividends from net investment income                                       (.18)     (.23)      (.31)     (.30)       (.10)   
Distributions from net realized gain on investment transactions            0.00     (1.25)     (1.01)     (.40)       (.28)   
                                                                       --------  --------   --------  --------     -------    
Total dividends and distributions                                          (.18)    (1.48)     (1.32)     (.70)       (.38)   
                                                                       --------  --------   --------  --------     -------    
Net asset value, end of period                                         $  14.70  $  11.05   $  25.14  $  24.96     $ 19.07    
                                                                       ========  ========   ========  ========     =======    
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(c)                       34.68%   (53.18)%     5.84%    35.36%      16.92%   

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)                              $179,342  $155,183   $219,691  $129,837     $56,692    
Ratio to average net assets of:                                                                                               
Expenses, net of waivers and reimbursements                                 .83%      .81%       .81%      .85%(d)     .86%   
Expenses, before waivers and reimbursements                                 .83%      .81%       .81%      .85%(d)     .87%   
Net investment income                                                      2.40%     2.98%      1.68%     1.75%(d)    1.54%(b)
Portfolio turnover rate                                                      52%       36%        23%       25%         18%   
------------------------------------------------------------------------------------------------------------------------------

See footnotes on page 75.                                                       

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ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO                                 
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                                                                                       YEAR ENDED DECEMBER 31,                
                                                                         2009      2008      2007        2006         2005    
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                              
Net asset value, beginning of period                                   $   9.92  $ 17.11   $  18.08  $  17.06     $  16.84    
                                                                       --------  -------   --------  --------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                             
Net investment income(e)                                                    .08      .13        .11       .20          .09(a) 
Net realized and unrealized gain (loss) on investment and foreign                                                             
 currency transactions                                                     4.01    (5.63)       .36      2.14         1.02    
                                                                       --------  -------   --------  --------     --------    
Net increase (decrease) in net asset value from operations                 4.09    (5.50)       .47      2.34         1.11    
                                                                       --------  -------   --------  --------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                             
Dividends from net investment income                                       (.12)    (.11)      (.17)     (.08)        (.13)   
Distributions from net realized gain on investment transactions            (.48)   (1.58)     (1.27)    (1.24)        (.76)   
                                                                       --------  -------   --------  --------     --------    
Total dividends and distributions                                          (.60)   (1.69)     (1.44)    (1.32)        (.89)   
                                                                       --------  -------   --------  --------     --------    
Net asset value, end of period                                         $  13.41  $  9.92   $  17.11  $  18.08     $  17.06    
                                                                       ========  =======   ========  ========     ========    
TOTAL RETURN                                                                                                                  
Total investment return based on net asset value(c)                       42.86%  (35.58)%     1.71%    14.42%        6.91%   

RATIOS/SUPPLEMENTAL DATA                                                                                                      
Net assets, end of period (000's omitted)                              $134,291  $99,957   $146,350  $159,804     $134,235    
Ratio to average net assets of:                                                                                               
Expenses                                                                    .87%     .86%       .83%      .86%(d)      .87%   
Net investment income                                                       .70%     .95%       .59%     1.15%(d)      .53%(b)
Portfolio turnover rate                                                      58%      49%        32%       46%          33%   
------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VALUE PORTFOLIO                                               
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                     YEAR ENDED DECEMBER 31,                   
                                                     2009      2008        2007          2006          2005    
---------------------------------------------------------------------------------------------------------------
                                                                                                               
Net asset value, beginning of period               $ 7.67   $ 13.92    $    15.08   $    12.94     $  12.63    
                                                   ------   -------    ----------   ----------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                              
Net investment income(e)                              .16       .27           .32          .26          .22(b) 
Net realized and unrealized gain (loss) on                                                                     
 investment and foreign currency transactions        1.41     (5.62)         (.85)        2.42          .49    
                                                   ------   -------    ----------   ----------     --------    
Net increase (decrease) in net asset value from                                                                
 operations                                          1.57     (5.35)         (.53)        2.68          .71    
                                                   ------   -------    ----------   ----------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                              
Dividends from net investment income                 (.27)     (.28)         (.21)        (.16)        (.18)   
Distributions from net realized gain on                                                                        
 investment transactions                             0.00      (.62)         (.42)        (.38)        (.22)   
                                                   ------   -------    ----------   ----------     --------    
Total dividends and distributions                    (.27)     (.90)         (.63)        (.54)        (.40)   
                                                   ------   -------    ----------   ----------     --------    
Net asset value, end of period                     $ 8.97   $  7.67    $    13.92   $    15.08     $  12.94    
                                                   ======   =======    ==========   ==========     ========    
TOTAL RETURN                                                                                                   
Total investment return based on net asset                                                                     
 value(c)                                           21.12%*  (40.83)%*      (3.95)%      21.32%        5.74%   

RATIOS/SUPPLEMENTAL DATA                                                                                       
Net assets, end of period (000's omitted)          $1,594   $ 1,490    $3,305,460   $1,043,677     $290,673    
Ratio to average net assets of:                                                                                
Expenses, net of waivers and reimbursements           .70%      .67%          .65%         .69%(d)      .73%   
Expenses, before waivers and reimbursements           .70%      .67%          .65%         .69%(d)      .74%   
Net investment income                                2.09%     2.46%         2.17%        1.89%(d)     1.74%(b)
Portfolio turnover rate                                64%       33%           20%          17%          21%   
---------------------------------------------------------------------------------------------------------------

See footnotes on page 75.                                                       

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ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO                            
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                                                                      YEAR ENDED DECEMBER 31,                   
                                                     2009         2008         2007         2006         2005   
----------------------------------------------------------------------------------------------------------------
                                                                                                                
Net asset value, beginning of period               $  8.63   $ 13.05        $12.87     $ 11.39        $10.69    
                                                   -------   -------        ------     -------        ------    
INCOME FROM INVESTMENT OPERATIONS                                                                               
Net investment income(e)                               .24       .22(b)        .31(b)      .25(b)        .18(b) 
Net realized and unrealized gain (loss) on                                                                      
 investment and foreign currency transactions         1.89     (3.97)          .41        1.32           .60    
Contributions from Adviser                            0.00       .00(f)       0.00        0.00          0.00    
                                                   -------   -------        ------     -------        ------    
Net increase (decrease) in net asset value from                                                                 
 operations                                           2.13     (3.75)          .72        1.57           .78    
                                                   -------   -------        ------     -------        ------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                               
Dividends from net investment income                  (.10)     (.39)         (.32)       (.09)         (.05)   
Distributions from net realized gain on                                                                         
 investment and foreign currency transactions         0.00      (.28)         (.22)       0.00          (.03)   
                                                   -------   -------        ------     -------        ------    
Total dividends and distributions                     (.10)     (.67)         (.54)       (.09)         (.08)   
                                                   -------   -------        ------     -------        ------    
Net asset value, end of period                     $ 10.66   $  8.63        $13.05     $ 12.87        $11.39    
                                                   =======   =======        ======     =======        ======    
TOTAL RETURN                                                                                                    
Total investment return based on net asset                                                                      
 value(c)                                            24.88%*  (30.01)%*       5.55%      13.92%         7.30%   

RATIOS/SUPPLEMENTAL DATA                                                                                        
Net assets, end of period (000's omitted)          $73,120   $67,526        $   10     $11,111        $9,746    
Ratio to average net assets of:                                                                                 
Expenses, net of waivers and reimbursements            .69%      .75%(d)       .76%        .99%(d)      1.20%   
Expenses, before waivers and reimbursements            .69%      .78%(d)       .85%       1.07%(d)      1.54%   
Net investment income                                 2.66%     3.08%(b)(d)   2.33%(b)    2.08%(b)(d)   1.64%(b)
Portfolio turnover rate                                 85%       93%           77%        203%          139%   
----------------------------------------------------------------------------------------------------------------

Footnotes:                                                                      

(a)Amount is less than $.01 per share.                                          

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

(c)Total investment return is calculated assuming an initial investment made at 
the NAV at the beginning of the period, reinvestment of all dividends and 
distributions at the NAV during the period, and redemption on the last day
of the period. Total return does not reflect (i) insurance company's      
separate account related expense charges and (ii) the deduction 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)The ratio includes expenses attributable to costs of proxy solicitation.     

(e)Based on average shares outstanding.                                         

(f)Amount is less than $0.005.                                                  

* Includes the impact of proceeds received and credited to the Portfolio        
resulting from class action settlements, which enhanced the performance as  
follows:                                                                    

                                                                [Download Table]

                                                      YEAR ENDED DECEMBER 31,
                                                      2009    2008    2007   
-----------------------------------------------------------------------------
                                                                             
AllianceBernstein Intermediate Bond Portfolio         0.01%   0.09%      --  
AllianceBernstein Large Cap Growth Portfolio          1.96%   2.10%   0.39%  
AllianceBernstein Growth and Income Portfolio         0.54%   0.46%      --  
AllianceBernstein Growth Portfolio                    0.41%   0.03%      --  
AllianceBernstein International Growth Portfolio         --   0.01%      --  
AllianceBernstein Global Thematic Growth Portfolio    0.15%   0.03%      --  
AllianceBernstein Small Cap Growth Portfolio          0.28%   0.40%      --  
AllianceBernstein Value Portfolio                     0.02%   0.02%      --  
AllianceBernstein Balanced Wealth Strategy Portfolio  0.06%   0.10%      --  

**Includes the impact of proceeds received and credited to the Portfolio in     
connection with an error made by the Adviser in processing a class action   
settlement claim, which enhanced the performance of each share class for the
year ended December 31, 2007 by 0.19%.                                      

+ Includes the impact of reimbursements from the Adviser, which enhanced the    
Portfolio's performance for the year ended December 31, 2009 by 0.01%.      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt. 
However, it faces major ongoing uncertainties or exposure to adverse business,  
financial or                                                                    

A-1                                                                             

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economic conditions which could lead to an inadequate capacity to pay interest  
and repay principal.                                                            

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

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

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

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

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

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

NR--Not rated.                                                                  

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

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

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

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

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

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

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

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

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

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

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

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

DOMINION BOND RATING SERVICE LIMITED                                            
Each rating category is denoted by the subcategories "high" and "low". The      
absence of either a "high" or "low" designation indicates the rating is in the  
"middle" of the category. The AAA and D categories do not utilize "high",       
"middle", and "low" as differential grades.                                     

AAA--Long-term debt rated AAA is of the highest credit quality, with            
exceptionally strong protection for the timely repayment of principal and       
interest. Earnings are considered stable, the structure of the industry in      
which the entity operates is strong, and the outlook for future profitability   
is favorable. There are few qualifying factors present that would detract from  
the performance of the entity. The strength of liquidity and coverage ratios is 
unquestioned and the entity has established a credible track record of superior 
performance. Given the extremely high standard that Dominion has set for this   
category, few entities are able to achieve a AAA rating.                        

AA--Long-term debt rated AA is of superior credit quality, and protection of    
interest and principal is considered high. In many cases they differ from       
long-term debt rated AAA only to a small degree. Given the extremely            
restrictive definition Dominion has for the AAA category, entities rated AA are 
also considered to be strong credits, typically exemplifying above-average      
strength in key areas of consideration and unlikely to be significantly         
affected by reasonably foreseeable events.                                      

A--Long-term debt rated A is of satisfactory credit quality. Protection of      
interest and principal is still substantial, but the degree of strength is less 
than that of AA rated entities. While                                           

                                                                           A-2

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"A" is a respectable rating, entities in this category are considered to be     
more susceptible to adverse economic conditions and have greater cyclical       
tendencies than higher-rated securities.                                        

BBB--Long-term debt rated BBB is of adequate credit quality. Protection of      
interest and principal is considered acceptable, but the entity is fairly       
susceptible to adverse changes in financial and economic conditions, or there   
may be other adverse conditions present which reduce the strength of the entity 
and its rated securities.                                                       

BB--Long-term debt rated BB is defined to be speculative and non-investment     
grade, where the degree of protection afforded interest and principal is        
uncertain, particularly during periods of economic recession. Entities in the   
BB range typically have limited access to capital markets and additional        
liquidity support. In many cases, deficiencies in critical mass,                
diversification, and competitive strength are additional negative               
considerations.                                                                 

B--Long-term debt rated B is considered highly speculative and there is a       
reasonably high level of uncertainty as to the ability of the entity to pay     
interest and principal on a continuing basis in the future, especially in       
periods of economic recession or industry adversity.                            

CCC, CC and C--Long-term debt rated in any of these categories is very highly   
speculative and is in danger of default of interest and principal. The degree   
of adverse elements present is more severe than long-term debt rated B.         
Long-term debt rated below B often has features which, if not remedied, may     
lead to default. In practice, there is little difference between these three    
categories, with CC and C normally used for lower ranking debt of companies for 
which the senior debt is rated in the CCC to B range.                           

D--A security rated D implies the issuer has either not met a scheduled payment 
of interest or principal or that the issuer has made it clear that it will miss 
such a payment in the near future. In some cases, Dominion may not assign a D   
rating under a bankruptcy announcement scenario, as allowances for grace        
periods may exist in the underlying legal documentation. Once assigned, the D   
rating will continue as long as the missed payment continues to be in arrears,  
and until such time as the rating is suspended, discontinued, or reinstated by  
Dominion.                                                                       

A-3                                                                             

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

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

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

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO                                        
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   94.50    $10,405.50 
2             10,405.50      520.28    10,925.78      98.33     10,827.44 
3             10,827.44      541.37    11,368.82     102.32     11,266.50 
4             11,266.50      563.32    11,829.82     106.47     11,723.35 
5             11,723.35      586.17    12,309.52     110.79     12,198.73 
6             12,198.73      609.94    12,808.67     115.28     12,693.39 
7             12,693.39      634.67    13,328.06     119.95     13,208.11 
8             13,208.11      660.41    13,868.52     124.82     13,743.70 
9             13,743.70      687.18    14,430.88     129.88     14,301.01 
10            14,301.01      715.05    15,016.06     135.14     14,880.91 
--------------------------------------------------------------------------
Cumulative                $6,018.39               $1,137.48               

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

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00   $ 72.45     $10,427.55 
2             10,427.55      521.38    10,948.93     75.55      10,873.38 
3             10,873.38      543.67    11,417.05     78.78      11,338.27 
4             11,338.27      566.91    11,905.18     82.15      11,823.04 
5             11,823.04      591.15    12,414.19     85.66      12,328.53 
6             12,328.53      616.43    12,944.96     89.32      12,855.64 
7             12,855.64      642.78    13,498.42     93.14      13,405.28 
8             13,405.28      670.26    14,075.55     97.12      13,978.43 
9             13,978.43      698.92    14,677.35    101.27      14,576.07 
10            14,576.07      728.80    15,304.88    105.60      15,199.27 
--------------------------------------------------------------------------
Cumulative                $6,080.30                $881.04                

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   92.40    $10,407.60 
2             10,407.60      520.38    10,927.98      96.17     10,831.81 
3             10,831.81      541.59    11,373.40     100.09     11,273.32 
4             11,273.32      563.67    11,836.98     104.17     11,732.82 
5             11,732.82      586.64    12,319.46     108.41     12,211.05 
6             12,211.05      610.55    12,821.60     112.83     12,708.77 
7             12,708.77      635.44    13,344.21     117.43     13,226.78 
8             13,226.78      661.34    13,888.12     122.22     13,765.90 
9             13,765.90      688.30    14,454.20     127.20     14,327.00 
10            14,327.00      716.35    15,043.35     132.38     14,910.97 
--------------------------------------------------------------------------
Cumulative                $6,024.26               $1,113.30               

                                                                           B-1

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ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO                                   
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                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00   $ 66.15     $10,433.85 
2             10,433.85      521.69    10,955.54     69.02      10,886.52 
3             10,886.52      544.33    11,430.85     72.01      11,358.83 
4             11,358.83      567.94    11,926.78     75.14      11,851.64 
5             11,851.64      592.58    12,444.22     78.40      12,365.82 
6             12,365.82      618.29    12,984.11     81.80      12,902.31 
7             12,902.31      645.12    13,547.43     85.35      13,462.08 
8             13,462.08      673.10    14,135.18     89.05      14,046.13 
9             14,046.13      702.31    14,748.44     92.92      14,655.52 
10            14,655.52      732.78    15,388.30     96.95      15,291.35 
--------------------------------------------------------------------------
Cumulative                $6,098.14                $806.79                

ALLIANCEBERNSTEIN GROWTH PORTFOLIO                                              
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  111.30    $10,388.70 
2             10,388.70      519.44    10,908.14     115.63     10,792.51 
3             10,792.51      539.63    11,332.13     120.12     11,212.01 
4             11,212.01      560.60    11,772.61     124.79     11,647.82 
5             11,647.82      582.39    12,230.22     129.64     12,100.58 
6             12,100.58      605.03    12,705.60     134.68     12,570.92 
7             12,570.92      628.55    13,199.47     139.91     13,059.56 
8             13,059.56      652.98    13,712.53     145.35     13,567.18 
9             13,567.18      678.36    14,245.54     151.00     14,094.54 
10            14,094.54      704.73    14,799.26     156.87     14,642.39 
--------------------------------------------------------------------------
Cumulative                $5,971.71               $1,329.29               

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  103.95    $10,396.05 
2             10,396.05      519.80    10,915.85     108.07     10,807.79 
3             10,807.79      540.39    11,348.17     112.35     11,235.83 
4             11,235.83      561.79    11,797.62     116.80     11,680.82 
5             11,680.82      584.04    12,264.86     121.42     12,143.44 
6             12,143.44      607.17    12,750.61     126.23     12,624.38 
7             12,624.38      631.22    13,255.60     131.23     13,124.37 
8             13,124.37      656.22    13,780.59     136.43     13,644.16 
9             13,644.16      682.21    14,326.37     141.83     14,184.54 
10            14,184.54      709.23    14,893.77     147.45     14,746.32 
--------------------------------------------------------------------------
Cumulative                $5,992.07               $1,245.76               

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO                              
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  105.00    $10,395.00 
2             10,395.00      519.75    10,914.75     109.15     10,805.60 
3             10,805.60      540.28    11,345.88     113.46     11,232.42 
4             11,232.42      561.62    11,794.04     117.94     11,676.10 
5             11,676.10      583.81    12,259.91     122.60     12,137.31 
6             12,137.31      606.87    12,744.18     127.44     12,616.73 
7             12,616.73      630.84    13,247.57     132.48     13,115.10 
8             13,115.10      655.75    13,770.85     137.71     13,633.14 
9             13,633.14      681.66    14,314.80     143.15     14,171.65 
10            14,171.65      708.58    14,880.23     148.80     14,731.43 
--------------------------------------------------------------------------
Cumulative                $5,989.16               $1,257.73               

B-2                                                                             

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ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  170.10    $10,329.90 
2             10,329.90      516.50    10,846.40     175.71     10,670.68 
3             10,670.68      533.53    11,204.22     181.51     11,022.71 
4             11,022.71      551.14    11,573.84     187.50     11,386.35 
5             11,386.35      569.32    11,955.67     193.68     11,761.98 
6             11,761.98      588.10    12,350.08     200.07     12,150.01 
7             12,150.01      607.50    12,757.51     206.67     12,550.84 
8             12,550.84      627.54    13,178.38     213.49     12,964.89 
9             12,964.89      648.24    13,613.14     220.53     13,392.60 
10            13,392.60      669.63    14,062.24     227.81     13,834.43 
--------------------------------------------------------------------------
Cumulative                $5,811.50               $1,977.07               

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO                              
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  131.25    $10,368.75 
2             10,368.75      518.44    10,887.19     136.09     10,751.10 
3             10,751.10      537.55    11,288.65     141.11     11,147.54 
4             11,147.54      557.38    11,704.92     146.31     11,558.61 
5             11,558.61      577.93    12,136.54     151.71     11,984.83 
6             11,984.83      599.24    12,584.08     157.30     12,426.77 
7             12,426.77      621.34    13,048.11     163.10     12,885.01 
8             12,885.01      644.25    13,529.26     169.12     13,360.15 
9             13,360.15      668.01    14,028.15     175.35     13,852.80 
10            13,852.80      692.64    14,545.44     181.82     14,363.62 
--------------------------------------------------------------------------
Cumulative                $5,916.78               $1,553.16               

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO                                 
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   87.15    $10,412.85 
2             10,412.85      520.64    10,933.49      90.75     10,842.74 
3             10,842.74      542.14    11,384.88      94.49     11,290.39 
4             11,290.39      564.52    11,854.91      98.40     11,756.51 
5             11,756.51      587.83    12,344.34     102.46     12,241.88 
6             12,241.88      612.09    12,853.97     106.69     12,747.28 
7             12,747.28      637.36    13,384.65     111.09     13,273.56 
8             13,273.56      663.68    13,937.23     115.68     13,821.55 
9             13,821.55      691.08    14,512.63     120.45     14,392.18 
10            14,392.18      719.61    15,111.79     125.43     14,986.36 
--------------------------------------------------------------------------
Cumulative                $6,038.95               $1,052.59               

ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO                                 
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   91.35    $10,408.65 
2             10,408.65      520.43    10,929.08      95.08     10,834.00 
3             10,834.00      541.70    11,375.70      98.97     11,276.73 
4             11,276.73      563.84    11,840.57     103.01     11,737.55 
5             11,737.55      586.88    12,324.43     107.22     12,217.21 
6             12,217.21      610.86    12,828.07     111.60     12,716.47 
7             12,716.47      635.82    13,352.29     116.16     13,236.12 
8             13,236.12      661.81    13,897.93     120.91     13,777.02 
9             13,777.02      688.85    14,465.87     125.85     14,340.02 
10            14,340.02      717.00    15,057.02     131.00     14,926.02 
--------------------------------------------------------------------------
Cumulative                $6,027.19               $1,101.15               

                                                                           B-3

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ALLIANCEBERNSTEIN VALUE PORTFOLIO                                               
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                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00   $ 73.50     $10,426.50 
2             10,426.50      521.33    10,947.83     76.63      10,871.19 
3             10,871.19      543.56    11,414.75     79.90      11,334.85 
4             11,334.85      566.74    11,901.59     83.31      11,818.28 
5             11,818.28      590.91    12,409.19     86.86      12,322.33 
6             12,322.33      616.12    12,938.44     90.57      12,847.87 
7             12,847.87      642.39    13,490.27     94.43      13,395.84 
8             13,395.84      669.79    14,065.63     98.46      13,967.17 
9             13,967.17      698.36    14,665.53    102.66      14,562.87 
10            14,562.87      728.14    15,291.01    107.04      15,183.97 
--------------------------------------------------------------------------
Cumulative                $6,077.34                $893.36                

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO                            
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00   $ 72.45     $10,427.55 
2             10,427.55      521.38    10,948.93     75.55      10,873.38 
3             10,873.38      543.67    11,417.05     78.78      11,338.27 
4             11,338.27      566.91    11,905.18     82.15      11,823.04 
5             11,823.04      591.15    12,414.19     85.66      12,328.53 
6             12,328.53      616.43    12,944.96     89.32      12,855.64 
7             12,855.64      642.78    13,498.42     93.14      13,405.28 
8             13,405.28      670.26    14,075.55     97.12      13,978.43 
9             13,978.43      698.92    14,677.35    101.27      14,576.07 
10            14,576.07      728.80    15,304.88    105.60      15,199.27 
--------------------------------------------------------------------------
Cumulative                $6,080.30                $881.04                

B-4                                                                             

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

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

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

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

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

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

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

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

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

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

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

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

SEC File No. 811-05398                                                          

 [GRAPHIC]

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VARIABLE PRODUCTS SERIES FUND                                                   

PROSPECTUS  |  MAY 3, 2010                                                    

AllianceBernstein Variable Products Series Fund, Inc.                         
Class B Prospectus                                                            

                                                                [Download Table]
                                                                        
AllianceBernstein VPS                                                   
    Money Market Portfolio            Small Cap Growth Portfolio        
    Intermediate Bond Portfolio       Real Estate Investment Portfolio  
    Large Cap Growth Portfolio        International Value Portfolio     
    Growth and Income Portfolio       Small/Mid Cap Value Portfolio     
    Growth Portfolio                  Value Portfolio                   
    International Growth Portfolio    Balanced Wealth Strategy Portfolio
    Global Thematic Growth Portfolio                                    

This Prospectus describes the Portfolios that are available as underlying     
investments through your variable contract. For information about your        
variable contract, including information about insurance-related expenses, see
the prospectus for your variable contract which accompanies this Prospectus.  

The Securities and Exchange Commission has not approved or disapproved these  
securities or passed upon the adequacy of this Prospectus. Any representation 
to the contrary is a criminal offense.                                        

[LOGO]                                                                
AB                                                                
ALLIANCEBERNSTEIN                                                               

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INVESTMENT PRODUCTS OFFERED                                                     
..  ARE NOT FDIC INSURED                                                        
..  MAY LOSE VALUE                                                              
..  ARE NOT BANK GUARANTEED                                                     

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TABLE OF CONTENTS                                                               
--------------------------------------------------------------------------------

                                                                [Download Table]

                                                                    Page
                                                                        
SUMMARY INFORMATION................................................   4 
ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS.  46 
INVESTING IN THE PORTFOLIOS........................................  57 
MANAGEMENT OF THE PORTFOLIOS.......................................  61 
DIVIDENDS, DISTRIBUTIONS AND TAXES.................................  69 
GLOSSARY...........................................................  70 
FINANCIAL HIGHLIGHTS...............................................  71 
APPENDIX A--BOND RATINGS........................................... A-1 
APPENDIX B--HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION........ B-1 

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SUMMARY INFORMATION                                                             
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO                                    
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is maximum current income to the extent    
consistent with safety of principal and liquidity.                              

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                     .45% 
Distribution (12b-1) Fees           .25% 
Other Expenses                      .45% 
                                    -----
Total Portfolio Operating Expenses  1.15%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  117
After 3 Years   $  365
After 5 Years   $  633
After 10 Years  $1,398
----------------------

PRINCIPAL STRATEGIES                                                            
The Portfolio is a "money market fund" that seeks to maintain a stable net      
asset value, or NAV, of $1.00 per share although there is no guarantee that the 
Portfolio will maintain an NAV of $1.00 per share. The Portfolio invests in a   
portfolio of high-quality, U.S. Dollar-denominated money market securities.     

The Portfolio may invest in:                                                    

..  marketable obligations issued or guaranteed by the U.S. Government, its     
agencies or instrumentalities, including obligations that are issued by   
 private issuers that are guaranteed as to principal or interest by the U.S.
Government, its agencies or instrumentalities;                            

..  certificates of deposit and bankers' acceptances issued or guaranteed by, or
time deposits maintained at, banks or savings and loan associations       
(including foreign branches of U.S. banks or U.S. or foreign branches of  
foreign banks) having total assets of more than $500 million;             

..  high-quality commercial paper (or, if not rated, commercial paper determined
by the Adviser to be of comparable quality) issued by U.S. or foreign     
 companies and participation interests in loans made to companies that issue
such commercial paper;                                                    

..  adjustable rate obligations;                                                

4                                                                               

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..  asset-backed securities;                                                    

..  restricted securities (i.e., securities subject to legal or contractual     
restrictions on resale); and                                              

..  repurchase agreements that are fully collateralized.                        

The Portfolio may also invest up to 25% of its net assets in money market       
instruments issued by foreign branches of foreign banks.                        

As a money market fund, the Portfolio must meet the requirements of Securities  
and Exchange Commission ("Commission") Rule 2a-7. The Rule imposes strict       
conditions on the investment quality, maturity, and diversification of the      
Portfolio's investments. Among other things, Rule 2a-7 requires that the        
Portfolio's investments have (i) a remaining maturity of no more than 397 days, 
(ii) a weighted average maturity that does not exceed 60 days, and (iii) a      
weighted average life that does not exceed 120 days. Rule 2a-7 imposes daily    
and weekly liquidity standards that require the Portfolio to hold investments   
of at least 10% and 30% of its total assets, respectively, in liquid assets     
(i.e., cash, U.S. Government securities, and securities that mature in 1 or 5   
days, respectively). Rule 2a-7 also limits the Portfolio's investments in       
illiquid securities (those that cannot be sold within 7 days) to 5% of its      
total assets. Although some of the requirements were added in recent amendments 
to Rule 2a-7 and have different effective dates (June 30, 2010 for weighted     
average maturity and weighted average life requirements and May 28, 2010 for    
daily and weekly liquidity requirements and limit on investments in illiquid    
securities), the Portfolio expects to be substantially in compliance with these 
requirements prior to their effective dates.                                    

PRINCIPAL RISKS                                                                 
..  MONEY MARKET FUND RISK: Money market funds are sometimes unable to maintain 
an NAV at $1.00 per share and, as it is generally referred to, "break the 
buck." In that event, an investor in a money market fund would, upon      
 redemption, receive less than $1.00 per share. The Portfolio's shareholders
should not rely on or expect an affiliate of the Portfolio to purchase    
distressed assets from the Portfolio, make capital infusions, enter into  
credit support agreements or take other actions to prevent the Portfolio  
from breaking the buck. In addition, you should be aware that significant 
redemptions by large investors in the Portfolio could have a material     
adverse effect on the Portfolio's other shareholders. The Portfolio's NAV 
could be affected by forced selling during periods of high redemption     
pressures and/or illiquid markets.                                        

..  INTEREST RATE RISK: Changes in interest rates will affect the yield and     
 value of the Portfolio's investments in short-term securities. A decline in
 interest rates will affect the Portfolio's yield as these securities mature
  or are sold and the Portfolio purchases new short-term securities with lower
 yields. Generally, an increase in interest rates causes the value of a debt
instrument to decrease. The change in value for shorter-term securities is
 usually smaller than for securities with longer maturities. In addition, if
 interest rates remain low for an extended period of time, the Portfolio may
have difficulties in maintaining a positive yield, paying expenses out of 
the Portfolio's assets, or maintaining a stable $1.00 NAV.                

..  CREDIT RISK: Credit risk is the possibility that a security's credit rating 
 will be downgraded or that the issuer of the security will default (fail to
make scheduled interest and principal payments). Credit quality can change
rapidly in certain market environments and the default of a single holding
could have the potential to cause significant NAV deterioration.          

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

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are       
 difficult to purchase or sell, which may prevent the Portfolio from selling
out of these securities at an advantageous time or price.                 

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

An investment in the Portfolio is not insured or guaranteed by the Federal      
Deposit Insurance Corporation or any other government agency. Although the      
Portfolio seeks to preserve the value of your investment at $1.00 per share, it 
is possible that you may lose money by investing in the Portfolio.              

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

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

..  the Portfolio's average annual returns for one, five and ten years.         

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

                                                                           5

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BAR CHART                                                                       

[CHART] 

00      01      02      03      04      05      06      07      08      09  
------  ------  ------  ------  ------  ------  ------  ------  ------  ------  
5.64    3.32    0.85    0.28    0.46    2.10    3.96    4.08    1.64    0.09  

Calendar Year End (%) 

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

BEST QUARTER WAS UP 1.45%, 3RD QUARTER, 2000; AND WORST QUARTER WAS UP 0.0024%, 
3RD AND 4TH QUARTER, 2009.                                                      

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                                [Download Table]

           1 YEAR 5 YEARS 10 YEARS
----------------------------------
                                  
Portfolio  0.09%   2.36%   2.23%  
----------------------------------

You may obtain the most current seven-day yield information of the Portfolio by 
calling 800-221-5672 or your financial intermediary.                            

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

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

6                                                                               

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

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is to generate income and price            
appreciation without assuming what the Adviser considers undue risk.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .45%
Distribution (12b-1) Fees           .25%
Other Expenses                      .24%
                                    ----
Total Portfolio Operating Expenses  .94%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   96
After 3 Years   $  300
After 5 Years   $  520
After 10 Years  $1,155
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 102% of the average value of its        
portfolio.                                                                      

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

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

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

                                                                           7

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

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

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

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

..  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.                 

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

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

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

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

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

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

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are       
difficult to purchase or sell, possibly preventing the Portfolio from     
selling out of these illiquid securities at an advantageous price.        
  Derivatives and securities involving substantial market and credit risk tend
to involve greater liquidity risk. The Portfolio is subject to liquidity  
risk because the market for municipal securities is generally smaller than
many other markets.                                                       

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

8                                                                               

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART] 

00     01     02     03     04     05     06     07     08     09           
------ ------ ------ ------ ------ ------ ------ ------ ------ ------           
10.84   7.60  7.54    3.61   3.52   1.75   3.59   4.60 -6.59    18.20           

Calendar Year End (%) 

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

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

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                 1 YEAR 5 YEARS 10 YEARS
------------------------------------------------------------------------------------------------------------------------
                                                                                                                        
Portfolio                                                                                        18.20%  4.01%   5.29%  
------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%   6.33%  
------------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

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

Shawn E. Keegan     Since April 2007     Vice President of the Adviser           

Alison M. Martier   Since April 2007     Senior Vice President of the Adviser    

Douglas J. Peebles  Since November 2007  Executive Vice President of the Adviser 

Greg J. Wilensky    Since April 2007     Senior Vice President of the Adviser    

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

                                                                           9

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ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .13%
                                    -----
Total Portfolio Operating Expenses  1.13%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  115
After 3 Years   $  359
After 5 Years   $  622
After 10 Years  $1,375
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 97% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in equity securities of a limited number of     
large, carefully selected, high-quality U.S. companies. The Adviser tends to    
focus on those companies that have strong management, superior industry         
positions, excellent balance sheets, and superior earnings growth prospects.    
Under normal circumstances, the Portfolio will invest at least 80% of its net   
assets in common stocks of large-capitalization companies.                      

For these purposes, "large-capitalization companies" are those that, at the     
time of investment, have market capitalizations within the range of market      
capitalizations of companies appearing in the Russell 1000(R) Growth Index.     
While the market capitalizations of companies in the Russell 1000(R) Growth     
Index ranged from approximately $260 million to approximately $332 billion as   
of December 31, 2009, the Portfolio normally will invest in common stocks of    
companies with market capitalizations of at least $5 billion at the time of     
purchase.                                                                       

The Adviser expects that normally the Portfolio's portfolio will tend to        
emphasize investments in securities issued by U.S. companies, although it may   
invest in foreign securities. The Portfolio is designed for those seeking to    
accumulate capital over time with                                               

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less volatility than that associated with investment in smaller companies.      
Normally, the Portfolio invests in about 50-70 companies, with the 25 most      
highly regarded of these companies usually constituting approximately 70% of    
the Portfolio's net assets. The Portfolio is thus atypical from most equity     
mutual funds in its focus on a relatively small number of intensively           
researched companies.                                                           

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

..  FOCUSED PORTFOLIO RISK: Investments in a limited number of companies may    
 have more risk because changes in the value of a single security may have a
   more significant effect, either negative or positive, on the Portfolio's NAV.

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART] 

00       01      02     03     04     05     06     07     08     09        
------   ------  ------ ------ ------ ------ ------ ------ ------ ------        
-16.78   -17.40  -30.84  23.37  8.34  14.88   -0.68  13.61 -39.82  37.10        

Calendar Year End (%) 

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

BEST QUARTER WAS UP 16.66%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-19.87%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio                                                                          37.10%  1.36%   -3.79% 
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99% 
----------------------------------------------------------------------------------------------------------

                                                                            11

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

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

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE  TITLE                                
----------------------------------------------------------------------------
                                                                            
Joseph R. Elegante     Since 2010      Senior Vice President of the Adviser 

Jason P. Ley           Since 2010      Senior Vice President of the Adviser 

David F. Randell       Since 2010      Senior Vice President of the Adviser 

P. Scott Wallace       Since 2006      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO                               
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .08%
                                    ----
Total Portfolio Operating Expenses  .88%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   90
After 3 Years   $  281
After 5 Years   $  488
After 10 Years  $1,084
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 125% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in the equity securities of U.S. companies that 
the Adviser believes are undervalued, focusing on dividend-paying securities.   
The Adviser believes that, over time, a company's stock price will come to      
reflect its intrinsic economic value. The Portfolio may invest in companies of  
any size and in any industry.                                                   

The Adviser depends heavily upon the fundamental analysis and research of its   
large internal research staff in making investment decisions for the Portfolio. 
The research staff follows a primary research universe of approximately 500     
largely U.S. companies.                                                         

In determining a company's intrinsic economic value, the Adviser takes into     
account many fundamental and financial factors that it believes bear on the     
company's ability to perform in the future, including earnings growth,          
prospective cash flows, dividend growth and growth in book value. The Adviser   
then ranks each of the companies in its research universe in the relative order 
of disparity between their intrinsic economic values and their current stock    
prices, with companies with the greatest disparities receiving the highest      
rankings (i.e., being considered the most undervalued). The Adviser anticipates 
that the Portfolio's portfolio normally will include approximately 60-90        
companies, with substantially all of those companies ranking in the top three   
deciles of the Adviser's valuation model.                                       

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The Adviser recognizes that the perception of what is a "value" stock is        
relative and the factors considered in determining whether a stock is a "value" 
stock may, and often will, have differing relative significance in different    
phases of an economic cycle. Also, at different times, and as a result of how   
individual companies are valued in the market, the Portfolio may be attracted   
to investments in companies with different market capitalizations (i.e.,        
large-, mid- or small-capitalization) or companies engaged in particular types  
of business (e.g., banks and other financial institutions), although the        
Portfolio does not intend to concentrate in any particular industries or        
businesses. The Portfolio's portfolio emphasis upon particular industries or    
sectors will be a by-product of the stock selection process rather than the     
result of assigned targets or ranges.                                           

The Portfolio also invests in high-quality securities of non-U.S. issuers. The  
Portfolio may enter into derivatives transactions, such as options, futures,    
forwards, and swap agreements.                                                  

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

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

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

..  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.                                                  

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART] 
00       01      02     03     04     05     06     07     08     09          
------   ------  ------ ------ ------ ------ ------ ------ ------ ------        
13.60    0.15   -22.26  32.18  11.22  4.60   16.98   4.86  -40.69 20.35         

Calendar Year End (%) 

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

BEST QUARTER WAS UP 17.52%, 2ND QUARTER, 2003; AND WORST QUARTER WAS DOWN       
-20.14%, 4TH QUARTER, 2008                                                      

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PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                  1 YEAR 5 YEARS 10 YEARS
---------------------------------------------------------------------------------------------------------
                                                                                                         
Portfolio                                                                         20.35% -1.74%   1.76%  
---------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%   2.47%  
---------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE         LENGTH OF SERVICE  TITLE                                
-------------------------------------------------------------------------
                                                                         
Frank V. Caruso     Since 2001      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO                                          
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .31%
                                    -----
Total Portfolio Operating Expenses  1.31%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  133
After 3 Years   $  415
After 5 Years   $  718
After 10 Years  $1,579
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 197% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a domestic portfolio of equity securities of 
companies selected by the Adviser for their growth potential within various     
market sectors. Examples of the types of market sectors in which the Portfolio  
may invest include, but are not limited to, information technology (which       
includes telecommunications), health care, financial services, infrastructure,  
energy and natural resources, and consumer growth. The Adviser's growth         
analysts use proprietary research to seek to identify companies or industries   
that other investors have underestimated, overlooked or ignored--for example,   
some hidden earnings driver (including, but not limited to, reduced             
competition, market share gain, better margin trend, increased customer base,   
or similar factors) that would cause a company to grow faster than market       
forecasts.                                                                      

In consultation with the Adviser's U.S. Growth Portfolio Oversight Group, the   
senior sector analysts are responsible for the construction of the portfolio.   
The senior sector analysts and the Portfolio Oversight Group allocate the       
Portfolio's investments among market sectors based on the fundamental company   
research conducted by the Adviser's large internal research staff, assessing    
the current and forecasted investment opportunities and conditions, as well as  
diversification and risk considerations. The senior sector                      

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analysts and the Portfolio Oversight Group may vary the percentage allocations  
among market sectors and may change the market sectors in which the Portfolio   
invests as companies' potential for growth within a sector matures and new      
trends for growth emerge.                                                       

The Portfolio emphasizes investments in large- and mid-capitalization           
companies; however, the Portfolio has the flexibility to invest across the      
capitalization spectrum. The Portfolio is designed for those seeking exposure   
to companies of various sizes. Normally, the Portfolio invests in approximately 
80-120 companies. The Portfolio may enter into, without limit, derivatives      
transactions, such as options, futures, forwards, or swap agreements.           

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

                                                                            17

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BAR CHART                                                                       

[CHART]   
00       01      02      03     04     05      06     07     08     09        
------  ------  ------  ------ ------ ------  ------ ------ ------ ------       
-17.75  -23.65  -28.26  34.70   14.53  11.64  -1.24  12.66  -42.55  32.76       

Calendar Year End (%) 

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

BEST QUARTER WAS UP 16.33%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN       
-23.13%, 1ST QUARTER, 2001.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                   1 YEAR 5 YEARS 10 YEARS
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio                                                                          32.76% -1.08%   -4.09% 
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  37.21%  1.63%   -3.99% 
----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE          LENGTH OF SERVICE    TITLE                                   
-------------------------------------------------------------------------------
                                                                               
William D. Baird  Since 2006           Senior Vice President of the Adviser    

Frank V. Caruso   Since December 2008  Senior Vice President of the Adviser    

Lisa A. Shalett   Since December 2008  Executive Vice President of the Adviser 

Vadim Zlotnikov   Since December 2008  Executive Vice President of the Adviser 


ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

18                                                                              

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ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO                            
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .24%
                                    -----
Total Portfolio Operating Expenses  1.24%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  126
After 3 Years   $  393
After 5 Years   $  681
After 10 Years  $1,500
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 118% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in an international portfolio of equity         
securities of companies selected by the Adviser for their growth potential      
within various market sectors. Examples of the types of market sectors in which 
the Portfolio may invest include, but are not limited to, information           
technology, telecommunications, health care, financial services,                
infrastructure, energy and natural resources, and consumer growth. The          
Adviser's growth analysts use proprietary research to seek to identify          
companies or industries that other investors have underestimated, overlooked or 
ignored--for example, some hidden earnings driver (including, but not limited   
to, reduced competition, market share gain, better margin trend, increased      
customer base, or similar factors) that would cause a company to grow faster    
than market forecasts.                                                          

In consultation with the senior sector analysts, the Adviser's International    
Growth Portfolio Oversight Group is responsible for the construction of the     
portfolio. The senior sector analysts and the Portfolio Oversight Group         
allocate the Portfolio's investments among market sectors based on the          
fundamental company research conducted by the Adviser's large internal research 
staff, assessing the current and forecasted investment opportunities and        
conditions, as well as diversification and risk considerations. The senior      

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sector analysts and the Portfolio Oversight Group may vary the percentage       
allocations among market sectors and may change the market sectors in which the 
Portfolio invests as companies' potential for growth within a sector matures    
and new trends for growth emerge.                                               

Under normal market conditions, the Portfolio invests significantly (at least   
40%--unless market conditions are not deemed favorable by the Adviser) in       
securities of non-U.S. companies. In addition, the Portfolio invests, under     
normal circumstances, in the equity securities of companies located in at least 
three countries (and normally substantially more) other than the United States. 
The Portfolio invests in securities of companies in both developed and emerging 
market countries. Geographic distribution of the Portfolio's investments among  
countries or regions also will be a product of the stock selection process      
rather than a pre-determined allocation. The Portfolio may also invest in       
synthetic foreign equity securities, which are various types of warrants used   
internationally that entitle a holder to buy or sell underlying securities. The 
Adviser expects that normally the Portfolio's portfolio will tend to emphasize  
investments in larger capitalization companies, although the Portfolio may      
invest in smaller or medium capitalization companies. The Portfolio may enter   
into, without limit, derivatives transactions, such as options, futures,        
forwards and swaps. The Portfolio normally invests in approximately 90-130      
companies.                                                                      

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

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

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

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

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

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

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

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

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

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

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

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

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

An additional index is included in the performance table to show how the        
Portfolio's performance compares with an index of the equity market performance 
of developed and emerging markets.                                              

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

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BAR CHART                                                                       

[CHART]   
00       01      02      03     04     05      06     07     08     09        
------  ------  ------  ------ ------ ------  ------ ------ ------ ------       
n/a    -17.28  -4.26   43.07  23.97  20.55   26.70  17.78  -48.96  39.24      

Calendar Year End (%) 

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

BEST QUARTER WAS UP 24.40%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-27.33%, 3RD QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                                  SINCE  
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Portfolio (Inception Date: July 3, 2000)                                                         39.24%  5.03%    4.10%  
-------------------------------------------------------------------------------------------------------------------------
MSCI World Index (ex. U.S.)                                                                                              
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of                          
non-U.S. withholding taxes)                                                                      33.67%  4.07%    1.93%  
-------------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (ex. U.S.)                                                                                           
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of                          
non-U.S. withholding taxes)                                                                      41.45%  5.83%    3.13%  
-------------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE              LENGTH OF SERVICE  TITLE                                   
---------------------------------------------------------------------------------
                                                                                 
Gregory D. Eckersley     Since 2006      Senior Vice President of the Adviser    

Robert W. Scheetz        Since 2006      Senior Vice President of the Adviser    

Christopher M. Toub      Since 2005      Executive Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO                          
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .25%
                                    -----
Total Portfolio Operating Expenses  1.25%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  127
After 3 Years   $  397
After 5 Years   $  686
After 10 Years  $1,511
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 215% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio pursues opportunistic growth by investing in a global universe of 
companies in multiple industries that may benefit from innovation.              

The Portfolio pursues a high risk strategy, using AllianceBernstein Research to 
identify opportunistic investments in innovation, and is offered as a satellite 
to supplement core investment strategies.                                       

The Adviser employs a combination of "top-down" and "bottom-up" investment      
processes with the goal of identifying the most attractive securities           
worldwide, fitting into broader themes, which are developments that have broad  
effects across industries and companies. Drawing on the global fundamental and  
quantitative research capabilities of the Adviser, and its economists'          
macro-economic insights, the Adviser seeks to identify long-term economic or    
business trends that will affect multiple industries. The Adviser will assess   
the effects of these trends, in the context of the business cycle, on entire    
industries and on individual companies. Through this process, the Adviser       
intends to identify key investment themes, which will be the focus of the       
Portfolio's investments and which are expected to change over time based on the 
Adviser's research.                                                             

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In addition to this "top-down" thematic approach, the Adviser will also use a   
"bottom-up" analysis of individual companies that focuses on prospective        
earnings growth, valuation and quality of company management. The Adviser       
normally considers a universe of approximately 2,600 mid- to                    
large-capitalization companies worldwide for investment.                        

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

The Portfolio may invest in any company and industry and in any type of equity  
security, listed and unlisted, with potential for capital appreciation. It      
invests in well-known, established companies as well as new, smaller or         
less-seasoned companies. Investments in new, smaller or less-seasoned companies 
may offer more reward but may also entail more risk than is generally true of   
larger, established companies. The Portfolio may enter into, without limit,     
derivative transactions, such as options, futures, forwards and swaps. The      
Portfolio may also invest in synthetic foreign equity securities, which are     
various types of warrants used internationally that entitle a holder to buy or  
sell underlying securities, real estate investment trusts and zero coupon       
bonds. Normally, the Portfolio invests in about 60-80 companies.                

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

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

..  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.                                                  

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

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

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

..  LIQUIDITY RISK: Liquidity risk exists when particular investments are       
 difficult to purchase or sell, which may prevent the Portfolio from selling
out of these securities at an advantageous time or price.                 

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART]   
00       01      02      03     04     05      06     07     08     09        
------  ------  ------  ------ ------ ------  ------ ------ ------ ------       
-21.67  -25.45  -41.81  43.79  5.09   3.65    8.38   19.89  -47.46  53.14       

Calendar Year End (%) 

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

BEST QUARTER WAS UP 34.19%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN       
-35.23%, 3RD QUARTER, 2001.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                1 YEAR 5 YEARS 10 YEARS
-----------------------------------------------------------------------------------------------------------------------
                                                                                                                       
Portfolio                                                                                       53.14%  1.62%   -5.70% 
-----------------------------------------------------------------------------------------------------------------------
MSCI AC World Index (Net)                                                                                              
(reflects no deduction for fees, expenses or taxes except the reinvestment of dividends net of                         
non-U.S. withholding taxes)                                                                     29.99%  2.01%   -0.24% 
-----------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE           LENGTH OF SERVICE    TITLE                                   
--------------------------------------------------------------------------------
                                                                                
Joseph G. Carson   Since May 2009       Senior Vice President of the Adviser    
Amy P. Raskin      Since May 2009       Senior Vice President of the Adviser    
Andrew S. Reiss    Since November 2009  Senior Vice President of the Adviser    
Robert W. Scheetz  Since November 2009  Senior Vice President of the Adviser    
Lisa A. Shalett    Since May 2009       Executive Vice President of the Adviser 
Catherine D. Wood  Since May 2009       Senior Vice President of the Adviser    
Vadim Zlotnikov    Since May 2009       Executive Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .87%
                                    -----
Total Portfolio Operating Expenses  1.87%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  190
After 3 Years   $  588
After 5 Years   $1,011
After 10 Years  $2,190
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 106% of the average value of its        
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            

The Portfolio invests primarily in a diversified portfolio of equity securities 
with relatively smaller capitalizations as compared to the overall U.S. market. 
Under normal circumstances, the Portfolio invests at least 80% of its net       
assets in equity securities of smaller companies. For these purposes, "smaller  
companies" are those that, at the time of investment, fall within the lowest    
20% of the total U.S. equity market capitalization (excluding, for purposes of  
this calculation, companies with market capitalizations of less than $10        
million). As of December 31, 2009, there were approximately 4,400 smaller       
companies, and those smaller companies had market capitalizations ranging up to 
approximately $7.7 billion. Because the Portfolio's definition of smaller       
companies is dynamic, the limits on market capitalization will change with the  
markets.                                                                        

The Portfolio may invest in any company and industry and in any type of equity  
security with potential for capital appreciation. It invests in well-known and  
established companies and in new and less-seasoned companies. The Portfolio's   
investment policies emphasize investments in companies that are demonstrating   
improving financial results and a favorable earnings outlook. The Portfolio may 
invest in foreign securities.                                                   

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When selecting securities, the Adviser typically looks for companies that have  
strong, experienced management teams, strong market positions, and the          
potential to support greater than expected earnings growth rates. In making     
specific investment decisions for the Portfolio, the Adviser combines           
fundamental and quantitative analysis in its stock selection process. The       
Portfolio may periodically invest in the securities of companies that are       
expected to appreciate due to a development particularly or uniquely applicable 
to that company regardless of general business conditions or movements of the   
market as a whole. Normally, the Portfolio invests in about 95-125 companies.   

PRINCIPAL RISKS                                                                 
..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as growth, may underperform the
market generally.                                                         

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART] 
00       01      02     03     04     05     06     07     08     09          
------   ------  ------ ------ ------ ------ ------ ------ ------ ------        
n/a     -12.86  -32.06 48.67  14.38  4.86  10.50   13.70  -45.62 41.28        

Calendar Year End (%) 

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

BEST QUARTER WAS UP 25.38%, 4TH QUARTER, 2001; AND WORST QUARTER WAS DOWN       
-29.52%, 4TH QUARTER, 2008.                                                     

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PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                    SINCE  
                                                                                   1 YEAR 5 YEARS INCEPTION
-----------------------------------------------------------------------------------------------------------
                                                                                                           
Portfolio (Inception Date: August 10, 2000)                                        41.28%  0.24%   -0.70%  
-----------------------------------------------------------------------------------------------------------
Russell 2000(R) Growth Index (reflects no deduction for fees, expenses, or taxes)  34.47%  0.87%   -0.56%  
-----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE  TITLE                                
----------------------------------------------------------------------------
                                                                            
Bruce K. Aronow        Since 2000      Senior Vice President of the Adviser 
N. Kumar Kirpalani     Since 2005      Senior Vice President of the Adviser 
Samantha S. Lau        Since 2005      Senior Vice President of the Adviser 
Wen-Tse Tseng          Since 2006      Vice President of the Adviser        

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

                                                                            27

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ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO                          
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is total return from long-term growth of   
capital and income.                                                             

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .55%
Distribution (12b-1) Fees            .25%
Other Expenses                       .73%
                                    -----
Total Portfolio Operating Expenses  1.53%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  156
After 3 Years   $  483
After 5 Years   $  834
After 10 Years  $1,824
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 94% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            

Under normal circumstances, the Portfolio invests at least 80% of its net       
assets in the equity securities of real estate investment trusts, or REITs, and 
other real estate industry companies, such as real estate operating companies,  
or REOCs. The Portfolio invests in real estate companies that the Adviser       
believes have strong property fundamentals and management teams. The Portfolio  
seeks to invest in real estate companies whose underlying portfolios are        
diversified geographically and by property type.                                

The Portfolio's investment policies emphasize investment in companies           
determined by the Adviser to be undervalued relative to their peers, using a    
fundamental value approach. In selecting real estate equity securities, the     
Adviser's research and investment process seeks to identify those companies     
where the magnitude and growth of cash flow streams have not been appropriately 
reflected in the price of the security. These securities may trade at a more    
attractive valuation than others that may have similar overall fundamentals.    
The Adviser's fundamental research efforts are focused on forecasting the       
short- and long-term normalized cash generation capability of real estate       
companies by isolating supply and demand for property types in local markets,   
determining the replacement value of properties, assessing future development   
opportunities, and normalizing capital structures of real estate companies.     

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The Portfolio may invest in mortgage-backed securities, which are securities    
that directly or indirectly represent participations in, or are collateralized  
by and payable from, mortgage loans secured by real property. These securities  
include mortgage pass-through certificates, real estate mortgage investment     
conduit certificates, or REMICs, and collateralized mortgage obligations, or    
CMOs. The Portfolio also may invest in short-term investment grade debt         
securities and other fixed-income securities.                                   

The Portfolio invests in equity securities that include common stock, shares of 
beneficial interests of REITs and securities with common stock characteristics, 
such as preferred stock or convertible securities ("real estate equity          
securities"). The Portfolio may invest in foreign securities and enter into     
forward commitments and standby commitment agreements. The Portfolio may enter  
into derivatives transactions, including options, futures, forwards and swap    
agreements.                                                                     

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

..  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.                                                  

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

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

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

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

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

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART]   
00      01       02     03     04     05     06     07     08     09          
------  ------  ------ ------ ------ ------ ------ ------ ------ ------         
n/a     n/a     2.31  39.02  35.28  11.40  34.88  -14.76 -35.82 29.22         

Calendar Year End (%) 

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

BEST QUARTER WAS UP 32.54%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-36.87%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                     SINCE  
                                                                                    1 YEAR 5 YEARS INCEPTION
------------------------------------------------------------------------------------------------------------
                                                                                                            
Portfolio (Inception Date: April 24, 2001)                                          29.22%  1.21%   10.20%  
------------------------------------------------------------------------------------------------------------
FTSE NAREIT Equity REIT Index (reflects no deduction for fees, expenses, or taxes)  27.99%  0.36%    9.29%  
------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE         LENGTH OF SERVICE  TITLE                                
-------------------------------------------------------------------------
                                                                         
Teresa Marziano     Since 2004      Senior Vice President of the Adviser 

Prashant Tewari     Since 2010      Vice President of the Adviser        

Diane Won           Since 2010      Senior Vice President of the Adviser 

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ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Fund's investment objective is long-term growth of capital.                 

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .08%
                                    -----
Total Portfolio Operating Expenses  1.08%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  110
After 3 Years   $  343
After 5 Years   $  595
After 10 Years  $1,317
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 52% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            

The Portfolio invests primarily in a diversified portfolio of equity securities 
of established companies selected from more than 40 industries and more than 40 
developed and emerging market countries. These countries currently include the  
developed nations in Europe and the Far East, Canada, Australia and emerging    
market countries worldwide. Under normal market conditions, the Portfolio       
invests significantly (at least 40%--unless market conditions are not deemed    
favorable by the Adviser) in securities of non-U.S. companies. In addition, the 
Portfolio invests, under normal circumstances, in the equity securities of      
companies located in at least three countries.                                  

The Portfolio invests in companies that are determined by the Adviser's         
Bernstein unit ("Bernstein") to be undervalued, using a fundamental value       
approach. In selecting securities for the Portfolio's portfolio, Bernstein uses 
its fundamental and quantitative research to identify companies whose stocks    
are priced low in relation to their perceived long-term earnings power.         

Bernstein's fundamental analysis depends heavily upon its large internal        
research staff. The research staff begins with a global research universe of    
approximately 2,000 international and emerging market companies. Teams within   
the research staff cover a                                                      

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given industry worldwide to better understand each company's competitive        
position in a global context. A company's financial performance is typically    
projected over a full economic cycle, including a trough and a peak, within the 
context of forecasts for real economic growth, inflation and interest rate      
changes. Bernstein focuses on the valuation implied by the current price,       
relative to the earnings the company will be generating five years from now, or 
"normalized" earnings, assuming average mid-economic cycle growth for the fifth 
year.                                                                           

The Co-Chief Investment Officers and senior investment professionals work in    
close collaboration to weigh each investment opportunity identified by the      
research staff relative to the entire portfolio, and determine the timing for   
purchases and sales and the appropriate position size for a given security.     
Final stock selection decisions are made by the Co-Chief Investment Officers    
and are implemented by the Senior Portfolio Managers. Analysts remain           
responsible for monitoring new developments that would affect the securities    
they cover.                                                                     

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

A security generally will be sold when it no longer meets appropriate valuation 
criteria. Sale of a stock that has reached its target may be delayed, however,  
when positive return trends are favorable.                                      

The Portfolio may invest in depositary receipts, instruments of supranational   
entities denominated in the currency of any country, securities of              
multinational companies and "semi-governmental securities", and enter into      
forward commitments. The Portfolio may enter into derivatives transactions,     
such as options, futures, forwards, and swap agreements.                        

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

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

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

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

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

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You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       

[CHART] 

00     01     02     03     04     05     06     07     08     09           
------ ------ ------ ------ ------ ------ ------ ------ ------ ------           
n/a    n/a    -5.36  43.95 24.89  16.58  35.05   5.58  -53.28 34.36           

Calendar Year End (%) 

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

BEST QUARTER WAS UP 26.18%, 2ND QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-28.75%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                                  SINCE  
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Portfolio (Inception Date: May 10, 2001)                                                         34.36%  0.85%    6.61%  
-------------------------------------------------------------------------------------------------------------------------
MSCI EAFE Index (Net)                                                                                                    
(reflects no deduction for fees, expenses, or taxes except the reinvestment of dividends net of                          
non-U.S. withholding taxes)                                                                      31.78%  3.54%    5.27%  
-------------------------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE          LENGTH OF SERVICE  TITLE                                   
-----------------------------------------------------------------------------
                                                                             
Henry S. D'Auria     Since 2003      Senior Vice President of the Adviser    

Sharon E. Fay        Since 2005      Executive Vice President of the Adviser 

Eric J. Franco       Since 2006      Senior Vice President of the Adviser    

Kevin F. Simms       Since 2002      Senior Vice President of the Adviser    


ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO                             
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                         
-----------------------------------------
Management Fees                      .75%
Distribution (12b-1) Fees            .25%
Other Expenses                       .12%
                                    -----
Total Portfolio Operating Expenses  1.12%
                                    =====
-----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $  114
After 3 Years   $  356
After 5 Years   $  617
After 10 Years  $1,363
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 58% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            
The Portfolio invests primarily in a diversified portfolio of equity securities 
of small- to mid-capitalization U.S. companies, generally representing 60 to    
125 companies. Under normal circumstances, the Portfolio invests at least 80%   
of its net assets in securities of small- to mid-capitalization companies. For  
purposes of this policy, small- to mid-capitalization companies are those that, 
at the time of investment, fall within the capitalization range between the     
smallest company in the Russell 2500(TM) Value Index and the greater of $5      
billion or the market capitalization of the largest company in the Russell      
2500(TM) Value Index.                                                           

Because the Portfolio's definition of small- to mid-capitalization companies is 
dynamic, the lower and upper limits on market capitalization will change with   
the markets. As of December 31, 2009, there were approximately 1,757 small- to  
mid-capitalization companies, representing a market capitalization range from   
nearly $20.7 million to approximately $10.8 billion.                            

The Portfolio invests in companies that are determined by the Adviser to be     
undervalued, using the Adviser's Bernstein Units ("Bernstein") fundamental      
value approach. In selecting securities for the Portfolio's portfolio,          
Bernstein uses its fundamental research to identify companies whose long-term   
earnings power is not reflected in the current market price of their securities.

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In selecting securities for the Portfolio's portfolio, Bernstein looks for      
companies with attractive valuation (for example, with low price to book        
ratios) and compelling success factors (for example, momentum and return on     
equity). Bernstein then uses this information to calculate an expected return.  
Returns and rankings are updated on a daily basis. The rankings are used to     
determine prospective candidates for further fundamental research and,          
subsequently, possible addition to the portfolio. Typically, Bernstein's        
fundamental research analysts focus their research on the most attractive 20%   
of the universe.                                                                

A company's future earnings are typically projected over a full economic cycle, 
including a trough and a peak, within the context of forecasts for real         
economic growth, inflation and interest rate changes. Bernstein focuses on the  
valuation implied by the current price, relative to the earnings the company    
will be generating five years from now, or "normalized" earnings, assuming      
average mid-economic cycle growth for the fifth year.                           

The Chief Investment Officer, Director of Research and other senior investment  
professionals work in close collaboration to weigh each investment opportunity  
identified by the research staff relative to the entire portfolio, and          
determine the timing for purchases and sales and the appropriate position size  
for a given security. Final security selection decisions are made by the Chief  
Investment Officer and Director of Research and are implemented by the Senior   
Portfolio Managers. Analysts remain responsible for monitoring new developments 
that would affect the securities they cover.                                    

Bernstein seeks to manage overall portfolio volatility relative to the universe 
of companies that comprise the lowest 20% of the total U.S. market              
capitalization by favoring promising securities that offer the best balance     
between return and targeted risk. At times, the Portfolio may favor or disfavor 
a particular sector compared to that universe of companies.                     

The Portfolio may invest significantly in companies involved in certain sectors 
that constitute a material portion of the universe of small- and                
mid-capitalization companies, such as financial services and consumer services. 

A security generally will be sold when it reaches fair value on a risk-adjusted 
basis. Typically, growth in the size of a company's market capitalization       
relative to other domestically traded companies will not cause the Portfolio to 
dispose of the security.                                                        

The Portfolio may invest in securities issued by non-U.S. companies and enter   
into forward commitments. The Portfolio may enter into derivatives              
transactions, such as options, futures, forwards, and swap agreements.          

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

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

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

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

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You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

BAR CHART                                                                       
[CHART] 

00       01      02     03     04     05     06     07     08     09        
------   ------  ------ ------ ------ ------ ------ ------ ------ ------        
n/a       n/a    -6.37  40.89  19.07  6.63   14.20  1.53  -35.75  42.66       

Calendar Year End (%) 

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

BEST QUARTER WAS UP 24.73%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-27.00%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                   SINCE  
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio (Inception Date: May 2, 2001)                                           42.66%  2.53%    8.28%  
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Value Index (reflects no deduction for fees, expenses, or taxes)  27.68%  0.84%    6.59%  
----------------------------------------------------------------------------------------------------------
Russell 2500(R) Index (reflects no deduction for fees, expenses, or taxes)        34.39%  1.58%    5.13%  
----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE            LENGTH OF SERVICE  TITLE                                
----------------------------------------------------------------------------
                                                                            
James W. MacGregor     Since 2005      Senior Vice President of the Adviser 

Joseph G. Paul         Since 2002      Senior Vice President of the Adviser 

Andrew J. Weiner       Since 2005      Senior Vice President of the Adviser 


ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

                                                                            37

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ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO                                           
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is long-term growth of capital.            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .15%
                                    ----
Total Portfolio Operating Expenses  .95%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   97
After 3 Years   $  303
After 5 Years   $  525
After 10 Years  $1,166
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 64% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            

The Portfolio invests primarily in a diversified portfolio of equity securities 
of U.S. companies, generally representing approximately 95-150 companies, with  
relatively large market capitalizations that the Adviser believes are           
undervalued. The Portfolio invests in companies that are determined by the      
Adviser to be undervalued using the fundamental value approach of Bernstein the 
Adviser's Bernstein unit ("Bernstein"). The fundamental value approach seeks to 
identify a universe of securities that are considered to be undervalued because 
they are attractively priced relative to their future earnings power and        
dividend-paying capability.                                                     

In selecting securities for the Portfolio's portfolio, Bernstein uses its       
fundamental and quantitative research to identify companies whose long-term     
earnings power and dividend-paying capability are not reflected in the current  
market price of their securities.                                               

Bernstein's research staff of company and industry analysts covers a research   
universe of approximately 650 companies. This universe covers approximately 90% 
of the capitalization of the Russell 1000(TM) Value Index.                      

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A company's financial performance is typically projected over a full economic   
cycle, including a trough and a peak, within the context of forecasts for real  
economic growth, inflation and interest rate changes. The research staff        
focuses on the valuation implied by the current price, relative to the earnings 
the company will be generating five years from now, or "normalized" earnings,   
assuming average mid-economic cycle growth for the fifth year.                  

The Chief Investment Officer, Director of Research and other senior investment  
professionals work in close collaboration to weigh each investment opportunity  
identified by the research staff relative to the entire portfolio, and          
determine the timing for purchases and sales and the appropriate position size  
for a given security. Final stock selection decisions are made by the Chief     
Investment Officer and Director of Research and are implemented by the Senior   
Portfolio Managers. Analysts remain responsible for monitoring new developments 
that would affect the securities they cover.                                    

A security generally will be sold when it no longer meets appropriate valuation 
criteria. Sale of a stock that has reached its target may be delayed, however,  
when positive return trends are favorable.                                      

The Portfolio may invest in securities of non-U.S. issuers and enter into       
forward commitments. The Portfolio may enter into derivatives transactions,     
such as options, futures, forwards, and swap agreements.                        

PRINCIPAL RISKS                                                                 

..  MARKET RISK: The value of the Portfolio's assets will fluctuate as the stock
or bond market fluctuates. The value of its investments may decline,      
sometimes rapidly and unpredictably, simply because of economic changes or
 other events that affect large portions of the market. It includes the risk
that a particular style of investing, such as value, may underperform the 
market generally.                                                         

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

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

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

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

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

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

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

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

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

                                                                            39

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BAR CHART                                                                       

[CHART] 

00      01      02      03       04      05     06      07      08     09   
------  ------  ------  ------  ------  ------  ------  ------  ------ ------   
n/a      n/a   -12.95   28.46   13.37    5.48   21.03  -4.16   -41.01  21.04  

Calendar Year End (%) 

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

BEST QUARTER WAS UP 18.29%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-22.07%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                   SINCE  
                                                                                  1 YEAR 5 YEARS INCEPTION
----------------------------------------------------------------------------------------------------------
                                                                                                          
Portfolio (Inception Date: July 22, 2002)                                         21.04% -2.67%    1.27%  
----------------------------------------------------------------------------------------------------------
Russell 1000(R) Value Index (reflects no deduction for fees, expenses, or taxes)  19.69% -0.25%    2.09%  
----------------------------------------------------------------------------------------------------------

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

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

                                                                [Download Table]

EMPLOYEE             LENGTH OF SERVICE   TITLE                                
------------------------------------------------------------------------------
                                                                              
Christopher W. Marx  Since 2005          Senior Vice President of the Adviser 

Joseph G. Paul       Since October 2009  Senior Vice President of the Adviser 

John D. Phillips     Since 2005          Senior Vice President of the Adviser 

David Yuen           Since May 2008      Senior Vice President of the Adviser 

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

40                                                                              

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ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO                        
--------------------------------------------------------------------------------

INVESTMENT OBJECTIVE                                                            
The Portfolio's investment objective is to maximize total return consistent     
with the Adviser's determination of reasonable risk.                            

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

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

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

                                                                [Download Table]
                                        
----------------------------------------
Management Fees                     .55%
Distribution (12b-1) Fees           .25%
Other Expenses                      .15%
                                    ----
Total Portfolio Operating Expenses  .95%
                                    ====
----------------------------------------

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

                                                                [Download Table]
                      
----------------------
After 1 Year    $   97
After 3 Years   $  303
After 5 Years   $  525
After 10 Years  $1,166
----------------------

PORTFOLIO TURNOVER                                                              
The Portfolio pays transactions costs, such as commissions, when it buys or     
sells securities (or "turns over" its portfolio). A higher portfolio turnover   
rate may indicate higher transaction costs. These transaction costs, which are  
not reflected in the Annual Portfolio Operating Expenses or in the Examples,    
affect the Portfolio's performance. During the most recent fiscal year, the     
Portfolio's portfolio turnover rate was 85% of the average value of its         
portfolio.                                                                      

PRINCIPAL STRATEGIES                                                            

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

The Portfolio's equity component is diversified between growth and value equity 
investment styles, and between U.S. and non-U.S. markets. The Adviser selects   
growth and value equity securities by drawing from a variety of its fundamental 
growth and value investment disciplines to produce a blended equity component.  
Within each equity investment discipline, the Adviser may draw on the           
capabilities of separate investment teams specializing in different             
capitalization ranges and geographic regions (U.S. and non-U.S.). Accordingly,  
in selecting equity investments for the Portfolio, the Adviser is able to draw  
on the resources and expertise of multiple growth and value equity investment   
teams, which are supported by more than 50 equity research analysts             
specializing in growth research, and more than 50 equity research analysts      
specializing in value research.                                                 

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

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

The Adviser selects the Portfolio's growth stocks using its growth investment   
discipline. Each growth investment team selects stocks using a process that     
seeks to identify companies with strong management, superior industry           
positions, excellent balance sheets and superior earnings growth prospects.     
This discipline relies heavily upon the fundamental analysis and research of    
the Adviser's large internal growth research staff, which follows over 1,500    
U.S. and non-U.S. issuers. As one of the largest multi-national investment      
firms, the Adviser has access to considerable information concerning these      
companies, including an in-depth understanding of their products, services,     
markets and competition as well as a good knowledge of the management of most   
of the companies.                                                               

The Adviser's growth analysts prepare their own earnings estimates and          
financial models for each company followed. Research emphasis is placed on      
identifying companies whose substantially above-average prospective earnings    
growth is not fully reflected in current market valuations. Each growth         
investment team constructs a portfolio that emphasizes equity securities of a   
limited number of carefully selected, high-quality companies that are judged    
likely to achieve superior earnings growth.                                     

The Adviser selects the Portfolio's value stocks using its fundamental value    
investment discipline. In selecting stocks, each of the Adviser's value         
investment teams seeks to identify companies whose long-term earning power and  
dividend paying capability are not reflected in the current market price of     
their securities. This fundamental value discipline relies heavily upon the     
Adviser's large internal value research staff, which follows over 1,500 U.S.    
and non-U.S. issuers. Teams within the value research staff cover a given       
industry worldwide to better understand each company's competitive position in  
a global context.                                                               

The Adviser's staff of company and industry analysts prepares its own earnings  
estimates and financial models for each company analyzed. The Adviser           
identifies and quantifies the critical variables that control a business's      
performance and analyzes the results in order to forecast each company's        
long-term prospects and expected returns. Through application of the value      
investment process described above, each value investment team constructs a     
portfolio that emphasizes equity securities of a limited number of value        
companies.                                                                      

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

The Portfolio may invest in convertible securities, enter into repurchase       
agreements and forward commitments, and make short sales of securities or       
maintain a short position, but only if at all times when a short position is    
open not more than 33% of its net assets is held as collateral for such short   
sales. The Portfolio may enter into derivatives transactions, such as options,  
futures, forwards, and swap agreements.                                         

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

..  INTEREST RATE RISK: Changes in interest rates will affect the value of      
 investments in fixed-income securities. When interest rates rise, the value
 of investments in fixed-income securities tend 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.                                                             

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

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

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

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

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

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

..  SHORT SALE RISK: The Portfolio may not always be able to close out a short  
  position on favorable terms. Short sales involve the risk that the Portfolio
will incur a loss by subsequently buying a security at a higher price than
the price at which it sold the security short. The amount of such loss is 
theoretically unlimited (since it is limited only by the increase in value
 of the security sold short by the Portfolio.) In contrast, the risk of loss
from a long position is limited to the Portfolio's investment in the long 
  position, since its value cannot fall below zero. Short selling is a form of
leverage. To mitigate leverage risk, the Portfolio will always hold liquid
assets (including its long positions) at least equal to its short position
exposure, marked-to-market daily.                                         

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

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

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

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

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

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

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

An additional index is included in the performance table to show how the        
Portfolio's performance compares with an index of fixed-income securities       
similar to those in which the Portfolio invests.                                

You may obtain updated performance information on the Portfolio's website at    
www.AllianceBernstein.com (click on "Pricing & Performance").                   

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

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BAR CHART                                                                       

[CHART] 

00       01      02     03     04     05     06     07     08     09        
------   ------  ------ ------ ------ ------ ------ ------ ------ ------        
n/a       n/a    n/a    n/a    n/a    7.01   13.76  5.26  -30.20  24.45       

Calendar Year End (%) 

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

BEST QUARTER WAS UP 15.06%, 3RD QUARTER, 2009; AND WORST QUARTER WAS DOWN       
-14.71%, 4TH QUARTER, 2008.                                                     

PERFORMANCE TABLE                                                               
AVERAGE ANNUAL TOTAL RETURNS                                                    
(For the periods ended December 31, 2009)                                       

                                                        [Enlarge/Download Table]

                                                                                                                  SINCE  
                                                                                                 1 YEAR 5 YEARS INCEPTION
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Portfolio (Inception Date: July 1, 2004)                                                         24.45%  2.16%    3.17%  
-------------------------------------------------------------------------------------------------------------------------
S&P 500 Stock Index (reflects no deduction for fees, expenses, or taxes)                         26.46%  0.42%    1.84%  
-------------------------------------------------------------------------------------------------------------------------
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses, or taxes)   5.93%  4.97%    5.22%  
-------------------------------------------------------------------------------------------------------------------------
60% S&P 500 Stock Index/40% Barclays Capital U.S. Aggregate Bond Index (reflects no deduction                            
for fees, expenses, or taxes)                                                                    18.40%  2.54%    3.49%  
-------------------------------------------------------------------------------------------------------------------------

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

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

                                                        [Enlarge/Download Table]

EMPLOYEE                 LENGTH OF SERVICE    TITLE                                   
--------------------------------------------------------------------------------------
                                                                                      
Thomas J. Fontaine       Since July 2008      Senior Vice President of the Adviser    

Dokyoung Lee             Since July 2008      Senior Vice President of the Adviser    

Seth J. Masters          Since 2005           Executive Vice President of the Adviser 

Christopher H. Nikolich  Since 2005           Senior Vice President of the Adviser    

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

ADDITIONAL INFORMATION                                                          
For important information about the purchase and sale of Portfolio shares, tax  
information and financial intermediary compensation, please turn to ADDITIONAL  
INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND FINANCIAL    
INTERMEDIARIES, page 45 in this Prospectus.                                     

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ADDITIONAL INFORMATION ABOUT PURCHASE AND SALE OF PORTFOLIO SHARES, TAXES AND   
FINANCIAL INTERMEDIARIES                                                        

.   PURCHASE AND SALE OF PORTFOLIO SHARES                             

The Portfolios offer their shares through the separate accounts of life         
insurance companies ("Insurers"). You may only purchase and sell shares through 
these separate accounts. See the prospectus of the separate account of the      
participating insurance company for information on the purchase and sale of the 
Portfolios' shares.                                                             

.   TAX INFORMATION                                                   

Each Portfolio may make income dividends or capital gains distribution. The     
income and capital gains distribution will be made in shares of each Portfolio. 
See the prospectus of the separate account of the participating insurance       
company for federal income tax information.                                     

.   PAYMENTS TO INSURERS AND OTHER FINANCIAL INTERMEDIARIES           

If you purchase shares of a Portfolio through an Insurer or other financial     
intermediary, the Portfolio and its related companies may pay the intermediary  
for the sale of Portfolio shares and related services. These payments may       
create a conflict of interest by influencing the Insurer or other financial     
intermediary and your salesperson to recommend the Portfolio over another       
investment. Ask your salesperson or visit your financial intermediary's website 
for more information.                                                           

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ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' RISKS AND INVESTMENTS              
--------------------------------------------------------------------------------

This section of the Prospectus provides additional information about the        
Portfolios' investment practices and risks. Most of these investment practices  
are discretionary, which means that the Adviser may or may not decide to use    
them. This Prospectus does not describe all of a Portfolio's investment         
practices and additional descriptions of each Portfolio's strategies,           
investments, and risks can be found in the Fund's Statement of Additional       
Information ("SAI").                                                            

DERIVATIVES                                                                     
Each Portfolio may, but is not required to, use derivatives for risk management 
purposes or as part of its investment strategies. Derivatives are financial     
contracts whose value depends on, or is derived from, the value of an           
underlying asset, reference rate or index. A Portfolio may use derivatives to   
earn income and enhance returns, to hedge or adjust the risk profile of a       
portfolio, to replace more traditional direct investments and to obtain         
exposure to otherwise inaccessible markets.                                     

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

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

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

..  FORWARD CONTRACTS. A forward contract is a customized, privately negotiated 
agreement for one party to buy, and the other party to sell, a specific   
quantity of an underlying commodity or other tangible asset for an agreed 
upon price at a future date. A forward contract is either settled by      
physical delivery of the commodity or tangible asset to an agreed-upon    
  location at a future date, rolled forward into a new forward contract or, in
the case of a non-deliverable forward, by a cash payment at maturity. The 
Portfolios' investments in forward contracts may include the following:   

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

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

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

- Options on Foreign Currencies. A Portfolio may invest in options on foreign 
currencies that are privately negotiated or traded on U.S. or foreign     
exchanges for hedging purposes to protect against declines in the         
U.S. Dollar value of foreign currency denominated securities held by the  
 Portfolio and against increases in the U.S. Dollar cost of securities to be
 acquired. The purchase of an option on a foreign currency may constitute an
effective hedge against                                                   

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fluctuations in exchange rates, although if rates move adversely, a       
Portfolio may forfeit the entire amount of the premium plus related       
transaction costs. A Portfolio may also invest in options on foreign      
 currencies for non-hedging purposes as a means of making direct investments
in foreign currencies, as described below under "Currency Transactions".  

- Options on Securities. A Portfolio may purchase or write a put or call      
option on securities. The Portfolio will only exercise an option it       
purchased if the price of the security was less (in the case of a put     
option) or more (in the case of a call option) than the exercise price. If
the Portfolio does not exercise an option, the premium it paid for the    
option will be lost. A Portfolio may write covered options, which means   
 writing an option for securities the Portfolio owns, and uncovered options.

- Options on Securities Indices. An option on a securities index is similar to
an option on a security except that, rather than taking or making delivery
of a security at a specified price, an option on a securities index gives 
the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in the case
of a call) or less than (in the case of a put) the exercise price of the  
option.                                                                   

..  SWAP TRANSACTIONS. A swap is a customized, privately negotiated agreement   
that obligates two parties to exchange a series of cash flows at specified
  intervals (payment dates) based upon, or calculated by, reference to changes
in specified prices or rates (interest rates in the case of interest rate 
swaps, currency exchange rates in the case of currency swaps) for a       
specified amount of an underlying asset (the "notional" principal amount).
Except for currency swaps, the notional principal amount is used solely to
calculate the payment stream, but is not exchanged. Swaps are entered into
on a net basis (i.e., the two payment streams are netted out, with the    
Portfolio receiving or paying, as the case may be, only the net amount of 
 the two payments). The Portfolios' investments in swap transactions include
the following:                                                            

- Interest Rate Swaps, Swaptions, Caps, and Floors. 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). Unless there is a counterparty default,
the risk of loss to a Portfolio from interest rate transactions is limited
to the net amount of interest payments that the Portfolio is contractually
obligated to make. If the counterparty to an interest rate transaction    
defaults, the Portfolio's risk of loss consists of the net amount of      
interest payments that the Portfolio contractually is entitled to receive.

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

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

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

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

Credit default swaps may involve greater risks than if a Portfolio had    
invested in the reference obligation directly. Credit default swaps are   
subject to general market risk, liquidity risk and credit risk.           

- Currency Swaps. A Portfolio may invest in currency swaps for hedging        
purposes to protect against adverse changes in exchange rates between the 
U.S. Dollar and                                                           

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other currencies or for non-hedging purposes as a means of making direct  
investments in foreign currencies, as described below under "Currency     
Transactions". Currency swaps involve the individually negotiated exchange
by a Portfolio with another party of a series of payments in specified    
currencies. Actual principal amounts of currencies may be exchanged by the
counterparties at the initiation, and again upon the termination, of the  
transaction. Therefore, the entire principal value of a currency swap is  
subject to the risk that the swap counterparty will default on its        
 contractual delivery obligations. If there is a default by the counterparty
to the transaction, the Portfolio will have contractual remedies under the
transaction agreements.                                                   

..  OTHER DERIVATIVES AND STRATEGIES.                                           

- Currency Transactions. A Portfolio may invest in non-U.S. Dollar-denominated
 securities on a currency hedged or unhedged basis. The Adviser may actively
manage the Portfolio's currency exposures and may seek investment         
opportunities by taking long or short positions in currencies through the 
use of currency-related derivatives, including forward currency exchange  
contracts, futures and options on futures, swaps and options. The Adviser 
  may enter into transactions for investment opportunities when it anticipates
that a foreign currency will appreciate or depreciate in value but        
securities denominated in that currency are not held by a 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. A 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).                                                      

- Synthetic Foreign Equity Securities. The Portfolios may invest in different 
types of derivatives generally referred to as synthetic foreign equity    
securities. These securities may include international warrants or local  
 access products. International warrants are financial instruments issued by
banks or other financial institutions, which may or may not be traded on a
foreign exchange. International warrants are a form of derivative security
that may give holders the right to buy or sell an underlying security or a
basket of securities representing an index from or to the issuer of the   
warrant for a particular price or may entitle holders to receive a cash   
payment relating to the value of the underlying security or index, in each
case upon exercise by a Portfolio. Local access products are similar to   
options in that they are exercisable by the holder for an underlying      
security or a cash payment based upon the value of that security, but are 
generally exercisable over a longer term than typical options. These types
 of instruments may be American style exercise, which means that they can be
 exercised at any time on or before the expiration date of the international
warrant, or European style, which means that they may be exercised only on
the expiration date.                                                      

 Other types of synthetic foreign equity securities in which a Portfolio may
invest include covered warrants and low exercise price warrants. Covered  
warrants entitle the holder to purchase from the issuer, typically a      
financial institution, upon exercise, common stock of an international    
  company or receive a cash payment (generally in U.S. Dollars). The issuer of
the covered warrants usually owns the underlying security or has a        
mechanism, such as owning equity warrants on the underlying securities,   
through which it can obtain the underlying securities. The cash payment is
  calculated according to a predetermined formula, which is generally based on
the difference between the value of the underlying security on the date of
  exercise and the strike price. Low exercise price warrants are warrants with
an exercise price that is very low relative to the market price of the    
underlying instrument at the time of issue (e.g., one cent or less). The  
  buyer of a low exercise price warrant effectively pays the full value of the
underlying common stock at the outset. In the case of any exercise of     
warrants, there may be a time delay between the time a holder of warrants 
gives instructions to exercise and the time the price of the common stock 
  relating to exercise or the settlement date is determined, during which time
the price of the underlying security could change significantly. In       
  addition, the exercise or settlement date of the warrants may be affected by
certain market disruption events, such as difficulties relating to the    
exchange of a local currency into U.S. Dollars, the imposition of capital 
 controls by a local jurisdiction or changes in the laws relating to foreign
investments. These events could lead to a change in the exercise date or  
  settlement currency of the warrants, or postponement of the settlement date.
  In some cases, if the market disruption events continue for a certain period
  of time, the warrants may become worthless, resulting in a total loss of the
purchase price of the warrants.                                           

A Portfolio will acquire synthetic foreign equity securities issued by    
entities deemed to be creditworthy by the Adviser, which will monitor the 
creditworthiness of the issuers on an on-going basis. Investments in these
instruments involve the risk that the issuer of the instrument may default
on its obligation to deliver the underlying security or cash in lieu      
thereof. These instruments may also be subject to liquidity risk because  
there may be a limited secondary market for trading the warrants. They are
also subject, like other investments in foreign securities, to foreign    
(non-U.S.) risk and currency risk.                                        

- Eurodollar Instruments. Eurodollar instruments are essentially              
 U.S. Dollar-denominated futures contracts or options that are linked to the
London Interbank Offered Rate (LIBOR). Eurodollar futures contracts enable
purchasers to obtain a fixed rate for the lending of funds and sellers to 
obtain a fixed rate for borrowings.                                       

- Structured Instruments. As part of its investment program and to maintain   
greater flexibility, a Portfolio may invest in structured instruments.    
 Structured instruments, including indexed or structured securities, combine
the elements                                                              

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of futures contracts or options with those of debt, preferred equity or a 
depository instrument. Generally, a structured instrument will be a debt  
 security, preferred stock, depository share, trust certificate, certificate
of deposit or other evidence of indebtedness on which a portion of or all 
interest payments, and/or the principal or stated amount payable at       
maturity, redemption or retirement, is determined by reference to prices, 
  changes in prices, or differences between prices, of securities, currencies,
intangibles, goods, articles or commodities (collectively, "Underlying    
Assets") or by another objective index, economic factor or other measure, 
such as interest rates, currency exchange rates, commodity indices, and   
securities indices (collectively, "Benchmarks"). Thus, structured         
  instruments may take a variety of forms, including, but not limited to, debt
instruments with interest or principal payments or redemption terms       
determined by reference to the value of a currency or commodity or        
securities index at a future point in time, preferred stock with dividend 
rates determined by reference to the value of a currency, or convertible  
securities with the conversion terms related to a particular commodity.   

Structured instruments are potentially more volatile and carry greater    
market risks than traditional debt instruments. Depending on the structure
of the particular structured instrument, changes in a Benchmark may be    
magnified by the terms of the structured instrument and have an even more 
  dramatic and substantial effect upon the value of the structured instrument.
Also, the prices of the structured instrument and the Benchmark or        
Underlying Asset may not move in the same direction or at the same time.  

Structured instruments can have volatile prices and limited liquidity, and
their use by a Portfolio may not be successful. The risk of these         
  investments can be substantial; possibly all of the principal is at risk. No
   Portfolio will invest more than 20% of its total assets in these investments.

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

DEPOSITARY RECEIPTS AND SECURITIES OF SUPRANATIONAL ENTITIES                    
Depositary receipts may not necessarily be denominated in the same currency as  
the underlying securities into which they may be converted. In addition, the    
issuers of the stock of unsponsored depositary receipts are not obligated to    
disclose material information in the United States and, therefore, there may    
not be a correlation between such information and the market value of the       
depositary receipts. American Depositary Receipts, or ADRs, are depositary      
receipts typically issued by a U.S. bank or trust company that evidence         
ownership of underlying securities issued by a foreign corporation. Global      
Depositary Receipts, or GDRs, European Depositary Receipts, or EDRs, and other  
types of depositary receipts are typically issued by non-U.S. banks or trust    
companies and evidence ownership of underlying securities issued by either a    
U.S. or a non-U.S. company. Generally, depositary receipts in registered form   
are designed for use in the U.S. securities markets, and depositary receipts in 
bearer form are designed for use in securities markets outside of the United    
States. For purposes of determining the country of issuance, investments in     
depositary receipts of either type are deemed to be investments in the          
underlying securities.                                                          

A supranational entity is an entity designated or supported by the national     
government of one or more countries to promote economic reconstruction or       
development. Examples of supranational entities include the World Bank          
(International Bank for Reconstruction and Development) and the European        
Investment Bank. "Semi-governmental securities" are securities issued by        
entities owned by either a national, state or equivalent government or are      
obligations of one of such government jurisdictions that are not backed by its  
full faith and credit and general taxing powers.                                

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

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

When forward commitments with respect to fixed-income securities are            
negotiated, the price, which is generally expressed                             

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

ILLIQUID SECURITIES                                                             

Under current Commission guidelines, the Portfolios, except for the             
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, limit their investments in illiquid   
securities to 15% of their net assets. The term "illiquid securities" for this  
purpose means securities that cannot be disposed of within seven days in the    
ordinary course of business at approximately the amount a Portfolio has valued  
the securities. The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO limits its         
investments in illiquid securities to no more than 5% of its total assets as    
required by Rule 2a-7. A Portfolio that invests in illiquid securities may not  
be able to sell such securities and may not be able to realize their full value 
upon sale. Restricted securities (securities subject to legal or contractual    
restrictions on resale) may be illiquid. Some restricted securities (such as    
securities issued pursuant to Rule 144A under the Securities Act of 1933 (the   
"Securities Act") or certain commercial paper) may be treated as liquid,        
although they may be less liquid than registered securities traded on           
established secondary markets.                                                  

INDEXED COMMERCIAL PAPER                                                        
Indexed commercial paper may have its principal linked to changes in foreign    
currency exchange rates whereby its principal amount is adjusted upwards or     
downwards (but not below zero) at maturity to reflect changes in the referenced 
exchange rate. A Portfolio will receive interest and principal payments on such 
commercial paper in the currency in which such commercial paper is denominated, 
but the amount of principal payable by the issuer at maturity will change in    
proportion to the change (if any) in the exchange rate between the two          
specified currencies between the date the instrument is issued and the date the 
instrument matures. While such commercial paper entails the risk of loss of     
principal, the potential for realizing gains as a result of changes in foreign  
currency exchange rates enables a Portfolio to hedge (or cross-hedge) against a 
decline in the U.S. Dollar value of investments denominated in foreign          
currencies while providing an attractive money market rate of return. A         
Portfolio will purchase such commercial paper for hedging purposes only, not    
for speculation.                                                                

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

IPS tend to react to changes in real interest rates. In general, the price of   
an inflation-protected security can fall when real interest rates rise, and can 
rise when real interest rates fall. Interest payments on inflation-protected    
securities can be unpredictable and will vary as the principal and/or interest  
is adjusted for inflation.                                                      

INVESTMENT IN OTHER INVESTMENT COMPANIES                                        

A Portfolio may invest in other investment companies as permitted by the        
Investment Company Act of 1940, as amended (the "1940 Act") or the rules and    
regulations thereunder. If a Portfolio acquires shares in investment companies, 
shareholders would bear, indirectly, the expenses of such investment companies  
(which may include management and advisory fees), which are in addition to the  
Portfolio's expenses. A Portfolio may also invest in exchange-traded funds      
("ETF"), subject to the restrictions and limitations of the 1940 Act.           

LOANS OF PORTFOLIO SECURITIES                                                   
For the purposes of achieving income, a Portfolio may make secured loans of     
portfolio securities to brokers, dealers and financial institutions, provided a 
number of conditions are satisfied, including that the loan is fully            
collateralized. Securities lending involves the possible loss of rights in the  
collateral or delay in the recovery of collateral if the borrower fails to      
return the securities loaned or becomes insolvent. When a Portfolio lends       
securities, its investment performance will continue to reflect changes in the  
value of the securities loaned, and the Portfolio will also receive a fee or    
interest on the collateral. The Portfolio may pay reasonable finders',          
administrative, and custodial fees in connection with a loan.                   

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

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

MORTGAGE-BACKED SECURITIES                                                      
Mortgage-backed securities may be issued by the U.S. Government or one of its   
sponsored entities or may be issued by private organizations. Interest and      
principal payments (including prepayments) on the mortgages underlying          
mortgage-backed securities are passed through to the holders of the securities. 
As a result of the pass-through of prepayments of principal on the              

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underlying securities, mortgage-backed securities are often subject to more     
rapid prepayment of principal than their stated maturity would indicate.        
Prepayments occur when the mortgagor on a mortgage prepays the remaining        
principal before the mortgage's scheduled maturity date. Because the prepayment 
characteristics of the underlying mortgages vary, it is impossible to predict   
accurately the realized yield or average life of a particular issue of          
pass-through certificates. Prepayments are important because of their effect on 
the yield and price of the mortgage- backed securities. During periods of       
declining interest rates, prepayments can be expected to accelerate and a       
Portfolio that invests in these securities would be required to reinvest the    
proceeds at the lower interest rates then available. Conversely, during periods 
of rising interest rates, a reduction in prepayments may increase the effective 
maturity of the securities, subjecting them to a greater risk of decline in     
market value in response to rising interest rates. In addition, prepayments of  
mortgages underlying securities purchased at a premium could result in capital  
losses.                                                                         

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

Guaranteed Mortgage Pass-Through Securities. The ALLIANCEBERNSTEIN REAL ESTATE  
INVESTMENT PORTFOLIO may invest in guaranteed mortgage pass-through securities, 
which represent participation interests in pools of residential mortgage loans  
and are issued by U.S. governmental or private lenders and guaranteed by the    
U.S. Government or one of its agencies or instrumentalities, including but not  
limited to GNMA, FNMA and FHLMC.                                                

Multiple-Class Pass-Through Securities and Collateralized Mortgage Obligations. 
Mortgage-backed securities also include CMOs and REMIC pass-through or          
participation certificates that may be issued by, among others, U.S. Government 
agencies and instrumentalities as well as private lenders. CMOs and REMICs are  
issued in multiple classes and the principal of and interest on the mortgage    
assets may be allocated among the several classes of CMOs or REMICs in various  
ways. Each class of CMOs or REMICs, often referred to as a "tranche," is issued 
at a specific adjustable or fixed interest rate and must be fully retired no    
later than its final distribution date. Generally, interest is paid or accrued  
on all classes of CMOs or REMICs on a monthly basis. The ALLIANCEBERNSTEIN      
REAL ESTATE INVESTMENT PORTFOLIO will not invest in the lowest tranche of CMOs  
and REMICs.                                                                     

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

A REMIC is a CMO that qualifies for special tax treatment under the Internal    
Revenue Code of 1986, as amended, or the Code, and invests in certain mortgages 
primarily secured by interests in real property and other permitted             
investments. Investors may purchase "regular" and "residual" interest shares of 
beneficial interest in REMIC trusts, although the ALLIANCEBERNSTEIN REAL ESTATE 
INVESTMENT PORTFOLIO does not intend to invest in residual interests.           

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

PREFERRED STOCK                                                                 
A Portfolio may invest in preferred stock. Preferred stock is subordinated to   
any debt the issuer has outstanding. Accordingly, preferred stock dividends are 
not paid until all debt obligations are first met. Preferred stock may be       
subject to more fluctuations in market value, due to changes in market          
participants' perceptions of the issuer's ability to continue to pay dividends, 
than debt of the same issuer.                                                   

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

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

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

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ADDITIONAL RISK CONSIDERATIONS FOR REAL ESTATE INVESTMENTS                      
Although the ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO does not invest 
directly in real estate, it invests primarily in securities of real estate      
companies and has a policy of concentration of its investments in the real      
estate industry. Therefore, an investment in the Portfolio is subject to        
certain risks associated with the direct ownership of real estate and with the  
real estate industry in general. These risks include, among others: possible    
declines in the value of real estate; risks related to general and local        
economic conditions, including increases in the rate of inflation; possible     
lack of availability of mortgage funds; overbuilding; extended vacancies of     
properties, increases in competition property taxes and operating expenses;     
changes in zoning laws; costs resulting from the clean-up of, and liability to  
third parties for damages resulting from, environmental problems; casualty or   
condemnation losses; uninsured damages from floods, earthquakes or other        
natural disasters; limitations on and variations in rents; and changes in       
interest rates. To the extent that assets underlying the Portfolio's            
investments are concentrated geographically, by property type or in certain     
other respects, the Portfolio may be subject to certain of the foregoing risks  
to a greater extent. These risks may be greater for investments in non-U.S.     
real estate companies.                                                          

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

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

ADDITIONAL RISK CONSIDERATIONS FOR INVESTMENTS IN THE UTILITY INDUSTRY          
A Portfolio's principal risks may include those that arise from its investing   
primarily in electric utility companies. Factors affecting that industry sector 
can have a significant effect on a Portfolio's NAV. The U.S. utilities industry 
has experienced significant changes in recent years. Regulated electric utility 
companies in general have been favorably affected by the full or near           
completion of major construction programs and lower financing costs. In         
addition, many regulated electric utility companies have generated cash flows   
in excess of current operating expenses and construction expenditures,          
permitting some degree of diversification into unregulated businesses.          
Regulatory changes, however, could increase costs or impair the ability of      
nuclear and conventionally fueled generating facilities to operate their        
facilities and reduce their ability to make dividend payments on their          
securities. Rates of return of utility companies generally are subject to       
review and limitation by state public utilities commissions and tend to         
fluctuate with marginal financing costs. Rate changes ordinarily lag behind     
changes in financing costs and can favorably or unfavorably affect the earnings 
or dividend pay-outs of utilities stocks depending upon whether the rates and   
costs are declining or rising.                                                  

Utility companies historically have been subject to the risks of increases in   
fuel and other operating costs, high interest costs, costs associated with      
compliance with environmental and nuclear safety regulations, service           
interruptions, economic slowdowns, surplus capacity, competition, and           
regulatory changes. There also can be no assurance that regulatory policies or  
accounting standards changes will not negatively affect utility companies'      
earnings or dividends. Utility companies are subject to regulation by various   
authorities and may be affected by the imposition of special tariffs and        
changes in tax laws. To the extent that rates are established or reviewed by    
governmental authorities, utility companies are subject to the risk that such   
authorities will not authorize increased rates. Because of the Portfolio's      
policy of concentrating its investments in utility companies, the Portfolio is  
more susceptible than most other mutual funds to economic, political or         
regulatory occurrences affecting the utilities industry.                        

Non-U.S. utility companies, like those in the U.S., are generally subject to    
regulation, although the regulation may or may not be comparable to domestic    
regulations. Non-U.S. utility companies in certain countries may be more        
heavily regulated by their respective governments than utility companies        
located in the U.S. As in the U.S., non-U.S. utility companies generally are    
required to seek government approval for rate increases. In addition, many      
non-U.S. utility companies use fuels that cause more pollution than those used  
in the U.S. and may yet be required to invest in pollution control equipment.   
Non-U.S. utility regulatory systems vary from country to country and may evolve 
in ways different from regulation in the U.S. The percentage of the Portfolio's 
assets invested in issuers of particular countries will vary.                   

REPURCHASE AGREEMENTS AND BUY/SELL BACK TRANSACTIONS                            
A Portfolio may enter into repurchase agreements in which a Portfolio purchases 
a security from a bank or broker-dealer, which agrees to repurchase the         
security from the Portfolio at an agreed-upon future date, normally a day or a  
few days later. The purchase and repurchase obligations are transacted under    
one agreement. The resale price is greater than the purchase price, reflecting  
an agreed-upon interest rate for the period the buyer's money is invested in    
the security. Such agreements permit a Portfolio to keep all of its assets at   
work while retaining "overnight" flexibility in pursuit of investments of a     
longer-term nature. If the bank or broker-dealer defaults on its repurchase     
obligation, a Portfolio would suffer a loss to the extent that the proceeds     
from the sale of the security were less than the repurchase price.              

A Portfolio may enter into buy/sell back transactions, which are similar to     
repurchase agreements. In this type of transaction,                             

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a Portfolio enters a trade to buy securities at one price and simultaneously    
enters a trade to sell the same securities at another price on a specified      
date. Similar to a repurchase agreement, the repurchase price is higher than    
the sale price and reflects current interest rates. Unlike a repurchase         
agreement, however, the buy/sell back transaction is considered two separate    
transactions.                                                                   

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

Dollar rolls involve sales by a 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, a Portfolio forgoes principal and interest paid   
on the securities. A Portfolio is compensated by the difference between the     
current sales price and the lower forward price for the future purchase (often  
referred to as the "drop") as well as by the interest earned on the cash        
proceeds of the initial sale.                                                   

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

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

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

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

STANDBY COMMITMENT AGREEMENTS                                                   
Standby commitment agreements are similar to put options that commit a          
Portfolio, for a stated period of time, to purchase a stated amount of a        
security that may be issued and sold to the Portfolio at the option of the      
issuer. The price and coupon of the security are fixed at the time of the       
commitment. At the time of entering into the agreement, the Portfolio is paid a 
commitment fee regardless of whether the security ultimately is issued. The     
Portfolios will enter into such agreements only for the purpose of investing in 
the security underlying the commitment at a yield and price considered          
advantageous to the Portfolio and unavailable on a firm commitment basis.       

There is no guarantee that a security subject to a standby commitment will be   
issued. In addition, the value of the security, if issued, on the delivery date 
may be more or less than its purchase price. Since the issuance of the security 
is at the option of the issuer, a Portfolio will bear the risk of capital loss  
in the event that the value of the security declines and may not benefit from   
an appreciation in the value of the security during the commitment period if    
the issuer decides not to issue and sell the security to the Portfolio.         

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

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

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

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

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

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

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

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

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

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

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                                                                [Download Table]
                                                  
Algeria             Hong Kong    Poland           
Argentina           Hungary      Qatar            
Belize              India        Romania          
Brazil              Indonesia    Russia           
Bulgaria            Israel       Singapore        
Chile               Jamaica      Slovakia         
China               Jordan       Slovenia         
Colombia            Kazakhstan   South Africa     
Costa Rica          Lebanon      South Korea      
Cote D'Ivoire       Malaysia     Taiwan           
Croatia             Mexico       Thailand         
Czech Republic      Morocco      Trinidad & Tobago
Dominican Republic  Nigeria      Tunisia          
Ecuador             Pakistan     Turkey           
Egypt               Panama       Ukraine          
El Salvador         Peru         Uruguay          
Guatemala           Philippines  Venezuela        

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

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

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

FIXED-INCOME SECURITIES                                                         
The value of a Portfolio's investments in fixed-income securities will change   
as the general level of interest rates fluctuates. During periods of falling    
interest rates, the values of these securities will generally rise. Conversely, 
during periods of rising interest rates, the values of these securities will    
generally decline. Changes in interest rates have a greater effect on           
fixed-income securities with longer maturities and durations than those with    
shorter maturities and durations.                                               

BORROWINGS AND LEVERAGE                                                         
Certain of the Portfolios may use borrowings for investment purposes subject to 
the limits imposed by the 1940 Act, which is up to 33 1/3% of a Portfolio's     
assets. Borrowings by a Portfolio result in leveraging of the Portfolio's       
shares. The Portfolios may also use leverage for investment transactions by     
entering into transactions such as reverse repurchase agreements, forward       
contracts and dollar rolls. This means that a Portfolio uses cash made          
available during the term of these transactions to make investments in other    
fixed-income securities.                                                        

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

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

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

UNRATED SECURITIES                                                              

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

SOVEREIGN DEBT OBLIGATIONS                                                      
No established secondary markets may exist for many sovereign debt obligations. 
Reduced secondary market liquidity may have an adverse effect on the market     
price and a Portfolio's ability to dispose of particular instruments when       
necessary to meet its liquidity requirements or in response to specific         
economic events such as a deterioration in the creditworthiness of the issuer.  
Reduced secondary market liquidity for certain sovereign debt obligations may   
also make it more difficult for a Portfolio to obtain accurate market           
quotations for the purpose of valuing its portfolio. Market quotations are      
generally available on many sovereign debt obligations only from a limited      
number of dealers and may not necessarily represent firm bids of those dealers  
or prices for actual sales.                                                     

By investing in sovereign debt obligations, a Portfolio will be exposed to the  
direct or indirect consequences of political, social, and economic changes in   
various countries. Political changes in a country may affect the willingness of 
a foreign government to make or provide for timely payments of its obligations. 
The country's economic status, as reflected in, among other things, its         
inflation rate, the amount of its external debt and its gross domestic product, 
will also affect the government's ability to honor its obligations.             

A Portfolio is permitted to invest in sovereign debt obligations that are not   
current in the payment of interest or principal or are in default so long as    
the Adviser believes it to be consistent with the Portfolios' investment        
objectives. A Portfolio may have limited legal recourse in the event of a       
default with respect to certain sovereign debt obligations it holds. For        
example, remedies from defaults on certain sovereign debt obligations, unlike   
those on private debt, must, in some cases, be pursued in the courts of the     
defaulting party itself. Legal recourse therefore may be significantly          
diminished. Bankruptcy, moratorium, and other similar laws applicable to        
issuers of sovereign debt obligations may be substantially different from those 
applicable to issuers of private debt obligations. The political context,       
expressed as the willingness of an issuer of sovereign debt obligations to meet 
the terms of the debt obligation, for example, is of considerable importance.   
In addition, no assurance can be given that the holders of commercial bank debt 
will not contest payments to the holders of securities issued by foreign        
governments in the event of default under commercial bank loan agreements.      

INVESTMENT IN SMALLER, LESS-SEASONED COMPANIES                                  

Investment in smaller, less-seasoned companies involves greater risks than is   
customarily associated with securities of more established companies. Companies 
in the earlier stages of their development often have products and management   
personnel which have not been thoroughly tested by time or the marketplace;     
their financial resources may not be as substantial as those of more            
established companies. The securities of smaller, less-seasoned companies may   
have relatively limited marketability and may be subject to more abrupt or      
erratic market movements than securities of larger companies or broad market    
indices. The revenue flow of such companies may be erratic and their results of 
operation may fluctuate widely and may also contribute to stock                 
price volatility.                                                               

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

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

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

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

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INVESTING IN THE PORTFOLIOS                                                     
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HOW TO BUY AND SELL SHARES                                                      
The Portfolios offer their shares through the separate accounts of life         
insurance companies (the "Insurers"). You may only purchase and sell shares     
through these separate accounts. See the prospectus of the separate account of  
the participating insurance company for information on the purchase and sale of 
the Portfolios' shares. AllianceBernstein Investments, Inc. ("ABI") may from    
time to time receive payments from Insurers in connection with the sale of the  
Portfolio's shares through the Insurer's separate accounts.                     

The purchase or sale of a Portfolio's shares is priced at the next determined   
NAV after the order is received in proper form.                                 

The Insurers maintain omnibus account arrangements with the Fund in respect of  
one or more Portfolios and place aggregate purchase, redemption and exchange    
orders for shares of a Portfolio corresponding to orders placed by the          
Insurer's customers ("Contractholders") who have purchased contracts from the   
Insurers, in each case, in accordance with the terms and conditions of the      
relevant contract. Omnibus account arrangements maintained by the Insurers are  
discussed below under "Limitations on Ability to Detect and Curtail Excessive   
Trading Practices."                                                             

ABI may refuse any order to purchase shares. Each Portfolio reserves the right  
to suspend the sale of its shares to the public in response to conditions in    
the securities markets or for other reasons.                                    

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

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

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

- Rule 12b-1 fees;                                                          

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

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

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

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

For 2010, ABI's additional payments to these firms for educational support and  
distribution assistance related to the Portfolios are expected to be            
approximately $400,000. In 2009, ABI paid additional payments of approximately  
$400,000 for the Portfolios.                                                    

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

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

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

AXA Advisors                                                                
AIG SunAmerica                                                              
Genworth Financial                                                          
Lincoln Financial Distributors                                              
Merrill Lynch                                                               
Pacific Life Insurance Co.                                                  
Prudential                                                                  
RiverSource Distributors                                                    
SunLife Financial                                                           
Transamerica Capital                                                        

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

FREQUENT PURCHASES AND REDEMPTIONS OF PORTFOLIO SHARES                          

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

RISKS ASSOCIATED WITH EXCESSIVE OR SHORT-TERM TRADING GENERALLY. While the Fund 
will try to prevent market timing by utilizing the procedures described below,  
these procedures may not be successful in identifying or stopping excessive or  
short-term trading in all circumstances. By realizing profits through           
short-term trading, Contractholders that engage in rapid purchases and sales or 
exchanges of a Portfolio's shares dilute the value of shares held by long-term  
Contractholders. Volatility resulting from excessive purchases and sales or     
exchanges of shares of a Portfolio, especially involving large dollar amounts,  
may disrupt efficient portfolio management. In particular, a Portfolio may have 
difficulty implementing its long-term investment strategies if it is forced to  
maintain a higher level of its assets in cash to accommodate significant        
short-term trading activity. Excessive purchases and sales or exchanges of      
shares of a Portfolio may force the Portfolio to sell portfolio securities at   
inopportune times to raise cash to accommodate short-term trading activity. In  
addition, a Portfolio may incur increased expenses if one or more               
Contractholders engage in excessive or short-term trading. For example, a       
Portfolio may be forced to liquidate investments as a result of short-term      
trading and incur increased brokerage costs without attaining any investment    
advantage. Similarly, a Portfolio may bear increased administrative costs due   
to asset level and investment volatility that accompanies patterns of           
short-term trading activity. All of these factors may adversely affect          
Portfolio's performance.                                                        

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

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

Money market funds generally are not effective vehicles for short-term trading  
activity, and therefore the risks relating to short-term trading activity are   
correspondingly lower for the Money Market Portfolio.                           

POLICY REGARDING SHORT-TERM TRADING. Purchases and exchanges of shares of the   
Portfolios should be made for investment purposes only. The Fund seeks to       
prevent patterns of excessive purchases and sales or exchanges of shares of the 
Portfolios. The Fund will seek to prevent such practices to the extent they are 
detected by the procedures described below. Insurers utilizing omnibus account  
arrangements may not identify to the Fund, ABI or ABIS Contractholders'         
transaction activity relating to shares of a particular Portfolio on an         
individual basis. Consequently, the Fund, ABI and ABIS may not be able to       
detect excessive or short-term trading in shares of a Portfolio attributable to 
a particular Contractholder who effects purchase and redemption and/or exchange 
activity in shares of the Portfolio through an Insurer acting in an omnibus     
capacity. In seeking to prevent excessive or short-term trading in shares of    
the Portfolios, including the maintenance of any transaction surveillance or    
account blocking procedures, the Fund, ABI and ABIS consider the information    
actually available to them at the time. The Fund reserves the right to modify   
this policy, including any surveillance or account blocking procedures          
established from time to time to effectuate this policy, at any time without    
notice.                                                                         

..  TRANSACTION SURVEILLANCE PROCEDURES. The Fund, through its agents, ABI and  
AllianceBernstein Investor Services, Inc. ("ABIS"), maintains surveillance
procedures to detect excessive or short-term trading in Portfolio shares. 
This surveillance process involves several factors, which include         
 scrutinizing individual Insurer's omnibus transaction activity in Portfolio
shares in order to seek to ascertain                                      

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whether any such activity attributable to one or more Contractholders might 
constitute excessive or short-term trading. Insurer's omnibus transaction   
activity identified by these surveillance procedures, or as a result of any 
other information actually available at the time, will be evaluated to      
determine whether such activity might indicate excessive or short-term      
trading activity attributable to one or more Contractholders. These         
surveillance procedures may be modified from time to time, as necessary or  
 appropriate to improve the detection of excessive or short-term trading or to
address specific circumstances.                                             

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

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

HOW THE PORTFOLIOS VALUE THEIR SHARES                                           
Each Portfolio's NAV is calculated at the close of regular trading on the       
Exchange (ordinarily, 4:00 p.m., Eastern Time), only on days when the Exchange  
is open for business. To calculate NAV (except for the ALLIANCEBERNSTEIN MONEY  
MARKET PORTFOLIO), a Portfolio's assets are valued and totaled, liabilities are 
subtracted, and the balance, called net assets, is divided by the number of     
shares outstanding. If a Portfolio invests in securities that are primarily     
traded on foreign exchanges that trade on weekends or other days when the       
Portfolio does not price its shares, the NAV of the Portfolio's shares may      
change on days when shareholders will not be able to purchase or redeem their   
shares in the Portfolio.                                                        

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO'S NAV is expected to be constant   
at $1.00 share, although this value is not guaranteed. The NAV is calculated at 
4:00 p.m., Eastern Time, each day the Exchange is open for business. The        
Portfolio values its securities at their amortized cost. This method involves   
valuing an instrument at its cost and thereafter applying a constant            
amortization to maturity of any discount or premium, regardless of the impact   
of fluctuating interest rates on the market value of the investment.            

The Portfolios value their securities at their current market value determined  
on the basis of market quotations or, if market quotations are not readily      
available or are unreliable, at "fair value" as determined in accordance with   
procedures established by and under the general supervision of the Board. When  
a Portfolio uses fair value pricing, it may take into account any factors it    
deems appropriate. A Portfolio may determine fair value based upon developments 
related to a specific security, current valuations of foreign stock indices (as 
reflected in U.S. futures markets) and/or U.S. sector or broader stock market   
indices. The prices of securities used by a Portfolio to calculate its NAV may  
differ from quoted or published prices for the same securities. Fair value      
pricing involves subjective judgments and it is possible that the fair value    
determined for a security is materially different than the value that could be  
realized upon the sale of that security.                                        

The Portfolios expect to use fair value pricing for securities primarily traded 
on U.S. exchanges only under very limited circumstances, such as the early      
closing of the exchange on which a security is traded or suspension of trading  
in the security. The Portfolios may use fair value pricing more frequently for  
securities primarily traded in foreign markets because, among other things,     
most foreign markets close well before the Portfolios value their securities at 
4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise  
to the possibility that significant events, including broad market moves, may   
have occurred in the interim. For example, the Portfolios believe that foreign  
security values may be affected by events that occur after the close of foreign 
securities markets. To account for this, the Portfolios may frequently value    
many of their foreign equity                                                    

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securities using fair value prices based on third party vendor modeling tools   
to the extent available.                                                        

Subject to the Board's oversight, the Board has delegated responsibility for    
valuing a Portfolio's assets to the Adviser. The Adviser has established a      
Valuation Committee, which operates under the policies and procedures approved  
by the Board, to value the Portfolio's assets on behalf of the Portfolio. The   
Valuation Committee values Portfolio assets as described above.                 

Your order for purchase, sale, or exchange of shares is priced at the           
next-determined NAV after your order is received in proper form by a Portfolio. 

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MANAGEMENT OF THE PORTFOLIOS                                                    
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INVESTMENT ADVISER                                                              

Each Portfolio's adviser is AllianceBernstein L.P., 1345 Avenue of the          
Americas, New York, New York 10105. The Adviser is a leading international      
investment adviser managing client accounts with assets as of December 31,      
2009, totaling more than $496 billion (of which over $76 billion represented    
assets of investment companies). As of December 31, 2009, the Adviser managed   
retirement assets for many of the largest public and private employee benefit   
plans (including 42 of the nation's FORTUNE 100 companies), for public employee 
retirement funds in 39 states, for investment companies, and for foundations,   
endowments, banks and insurance companies worldwide. Currently, there are 35    
registered investment companies managed by the Adviser, comprising 110 separate 
investment portfolios, with approximately 3.5 million retail accounts.          

The Adviser provides investment advisory services and order placement           
facilities for the Portfolios. For these advisory services, for the fiscal year 
ended December 31, 2009, each of the Portfolios paid the Adviser as a           
percentage of average daily net assets:                                         

                                                                [Download Table]

                                                       FEE AS A PERCENTAGE OF 
PORTFOLIO                                             AVERAGE DAILY NET ASSETS
------------------------------------------------------------------------------
                                                                              
AllianceBernstein Money Market Portfolio                        .45%          
AllianceBernstein Intermediate Bond Portfolio                   .45%          
AllianceBernstein Large Cap Growth Portfolio                    .75%          
AllianceBernstein Growth and Income Portfolio                   .55%          
AllianceBernstein Growth Portfolio                              .75%          
AllianceBernstein International Growth Portfolio                .75%          
AllianceBernstein Global Thematic Growth Portfolio              .75%          
AllianceBernstein Small Cap Growth Portfolio                    .75%          
AllianceBernstein Real Estate Investment Portfolio              .55%          
AllianceBernstein International Value Portfolio                 .75%          
AllianceBernstein Small/Mid Cap Value Portfolio                 .75%          
AllianceBernstein Value Portfolio                               .55%          
AllianceBernstein Balanced Wealth Strategy Portfolio            .55%          

A discussion regarding the basis for the Board's approval of each Portfolio's   
investment advisory agreement is available in the Portfolio's annual report to  
shareholders for the period ending December 31, 2009 (in the case of            
ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO, ALLIANCEBERNSTEIN INTERMEDIATE BOND   
PORTFOLIO, and ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO) or in the  
Portfolio's semi-annual report to shareholders for the period ending June 30,   
2009 (in the case of each other Portfolio).                                     

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

PORTFOLIO MANAGERS                                                              
The management of, and investment decisions for, the ALLIANCEBERNSTEIN GROWTH   
AND INCOME PORTFOLIO are made by the Adviser's Relative Value Investment Team.  
The Relative Value Investment Team relies heavily on the fundamental analysis   
and research of the Adviser's large internal research staff. While the members  
of the team work jointly to determine the investment strategy, including        
security selection, for the Portfolio, Mr. Frank Caruso, CFA, who is Chief      
Investment Officer of the Adviser's Relative Value Investment Team, is          
primarily responsible for the day-to-day management of the Portfolio (since     
2001). Mr. Caruso is a Senior Vice President of the Adviser, with which he has  
been associated in a substantially similar capacity to his current position     
since prior to 2005.                                                            

The day-to-day management of, and investment decisions for, the                 
ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO are made by the Adviser's U.S.    
Core Fixed Income Investment Team. The U.S. Core Fixed Income Investment Team   
relies heavily on the fundamental analysis and research of the Adviser's large  
internal research staff.                                                        

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

                                                                [Download Table]

                                                PRINCIPAL OCCUPATION DURING       
EMPLOYEE; YEAR; TITLE                            THE PAST FIVE (5) YEARS          
----------------------------------------------------------------------------------
                                                                                  
Paul J. DeNoon; since March 2009; Senior  Senior Vice President of the Adviser,   
Vice President of the Adviser             with which he has been associated in a  
                                          substantially similar capacity to his   
                                          current position as a portfolio manager 
                                          since prior to 2005.                    

Shawn E. Keegan; since April 2007; Vice   Vice President of the Adviser, with     
President of the Adviser                  which he has been associated in a       
                                          substantially similar capacity to his   
                                          current position as a portfolio manager 
                                          since prior to 2005.                    


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                                                        [Enlarge/Download Table]

                                                   PRINCIPAL OCCUPATION DURING        
EMPLOYEE; YEAR; TITLE                                THE PAST FIVE (5) YEARS          
--------------------------------------------------------------------------------------
                                                                                      
Alison M. Martier; since April 2007; Senior  Senior Vice President of the Adviser,    
Vice President of the Adviser and Director   with which she has been associated in    
of Fixed-Income Senior Portfolio             a substantially similar capacity to her  
Management Team                              current position as a portfolio manager  
                                             since prior to 2005, and Director of     
                                             Fixed-Income Senior Portfolio            
                                             Management Team.                         

Douglas J. Peebles; since November 2007;     Executive Vice President of the Adviser, 
Executive Vice President of the Adviser,     with which he has been associated in a   
Chief Investment Officer and Head of         substantially similar capacity to his    
Fixed-Income                                 current position as a portfolio manager  
                                             since prior to 2005, Chief Investment    
                                             Officer and Head of Fixed-Income.        

Greg J. Wilensky; since April 2007; Senior   Senior Vice President of the Adviser,    
Vice President of the Adviser                with which he has been                   
                                             associated in a substantially similar    
                                             capacity to his current position         
                                             as a portfolio manager since prior to    
                                             2005.                                    


The day-to-day management of and investment decisions for the ALLIANCEBERNSTEIN 
GROWTH PORTFOLIO are made by the Adviser's U.S. Growth senior sector analysts,  
with oversight by the Adviser's U.S. Growth Portfolio Oversight Group. Stock    
selection within each market sector of the Portfolio's portfolio is the         
responsibility of a senior sector analyst dedicated to that sector. The senior  
sector analyst relies heavily on the fundamental and quantitative analysis and  
research of the Adviser's industry focused equity analysts in the U.S. and      
abroad.                                                                         

The Adviser's U.S. Growth Portfolio Oversight Group, comprised of senior        
investment professionals, in consultation with the U.S. Growth senior sector    
analysts, is responsible for determining the market sectors in which the        
Portfolio invests and the percentage allocation into each sector.               

The following table lists the senior members of the U.S. Growth Portfolio       
Oversight Group with the responsibility for day-to-day management of the        
Portfolio's portfolio, the length of time that each person has been jointly and 
primarily responsible for the Portfolio, and each person's principal occupation 
during the past five years:                                                     

                                                        [Enlarge/Download Table]

                                                  PRINCIPAL OCCUPATION DURING         
EMPLOYEE; YEAR; TITLE                               THE PAST FIVE (5) YEARS           
--------------------------------------------------------------------------------------
                                                                                      
William D. Baird; since 2006; Senior Vice  Senior Vice President of the Adviser,      
President of the Adviser                   with which he has been associated in a     
                                           substantially similar capacity to his      
                                           current position as a portfolio manager    
                                           since prior to 2005.                       

Frank V. Caruso; since December 2008;      (see above)                                
Senior Vice President of the Adviser                                                  

Lisa A. Shalett; since December 2008;      Executive Vice President of the Adviser,   
Executive Vice President of the Adviser    with which she has been associated in a    
                                           substantially similar capacity to her      
                                           current position as a portfolio manager    
                                           since prior to 2005. In February 2007, she 
                                           joined the management team of Alliance     
                                           Growth Equities as the Global Research     
                                           Director and was named Global Head of      
                                           Growth Equities in January 2008. For the   
                                           four years prior, Ms. Shalett was Chair    
                                           and Chief Executive Officer of Sanford C.  
                                           Bernstein LLC, the firm's institutional    
                                           research brokerage business.               


                                                                [Download Table]

                                                PRINCIPAL OCCUPATION DURING         
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS           
------------------------------------------------------------------------------------
                                                                                    
Vadim Zlotnikov; since December 2008;    Executive Vice President of the Adviser,   
Executive Vice President of the Adviser  and Chief Investment Officer of Growth     
                                         Equities and Head of Growth Portfolio      
                                         Analytics since January 2008. Prior        
                                         thereto, he was the Chief Investment       
                                         Strategist for Sanford C. Bernstein's      
                                         institutional research unit since prior to 
                                         2005.                                      


The day-to-day management of, and investment decisions for, the                 
ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO'S portfolio will be made by  
the Adviser's Global Thematic Growth Portfolio Oversight Group, co-headed by    
Catherine Wood and Stephen Tong and comprised of representatives of the         
Adviser's Global Economic Research Team, Growth Quantitative Research Team,     
Early Stage Growth Team and Research on Strategic Change Team. Each Investment  
Team relies heavily on the fundamental analysis and research of the Adviser's   
large internal research staff.                                                  

The following table lists the senior members of the Teams with the most         
significant responsibility for the day-to-day management of the Portfolio's     
portfolio, the length of time that each person has been jointly and primarily   
responsible for the Portfolio, and each person's principal occupation during    
the past five years.                                                            

                                                                [Download Table]

                                                 PRINCIPAL OCCUPATION DURING        
EMPLOYEE; YEAR; TITLE                             THE PAST FIVE (5) YEARS           
------------------------------------------------------------------------------------
                                                                                    
Joseph G. Carson; since May 2009; Senior  Senior Vice President of the Adviser,     
Vice President of the Adviser             with which he has been associated in a    
                                          substantially similar capacity to his     
                                          current position as a portfolio manager   
                                          since prior to 2005 and Director of       
                                          Global Economic Research on Fixed-        
                                          Income.                                   

Amy P. Raskin; since May 2009; Senior     Senior Vice President of the Adviser,     
Vice President of the Adviser             with which she has been associated in     
                                          a substantially similar capacity to her   
                                          current position as a portfolio manager   
                                          since prior to 2005. She is also Director 
                                          of Research on Strategic Change since     
                                          2006 and Director of Early Stage          
                                          Growth Unit since 2008.                   

Andrew S. Reiss; since November 2009;     Senior Vice President of the Adviser,     
Senior Vice President of the Adviser      with which he has been associated in a    
                                          substantially similar capacity to his     
                                          current position as a portfolio manager   
                                          since prior to 2005. He is also Director  
                                          of Research on Strategic Change.          

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

Lisa A. Shalett; since May 2009; (see     (see above)                               
above)                                                                              

Catherine D. Wood; since May 2009;        Senior Vice President of the Adviser,     
Senior Vice President of the Adviser      with which she has been associated in     
                                          a substantially similar capacity to her   
                                          current position as a portfolio manager   
                                          since prior to 2005. She is also the      
                                          Chief Investment Officer of Strategic     
                                          Research.                                 

Vadim Zlotnikov; since May 2009; (see     (see above)                               
above)                                                                              


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The management of, and investment decisions for, the ALLIANCEBERNSTEIN          
INTERNATIONAL GROWTH PORTFOLIO are made by the Adviser's International Growth   
senior sector analysts, with oversight by the Adviser's International Growth    
Portfolio Oversight Group.                                                      

Stock selection within each market sector of the Portfolio's portfolio is the   
responsibility of a senior sector analyst dedicated to his/her respective       
sector. The senior sector analysts rely heavily on the fundamental and          
quantitative analysis and research of the Adviser's industry-focused equity     
analysts in the United States and abroad.                                       

The Adviser's International Growth Portfolio Oversight Group, comprised of      
senior investment professionals, in consultation with the International Growth  
senior sector analysts, is responsible for determining the market sectors in    
which the Portfolio invests and the percentage allocation into each sector. No  
one person is principally responsible for making recommendations for the        
Portfolio's portfolio.                                                          

The following table lists the members of the International Growth Portfolio     
Oversight Group with the most significant responsibility for the day-to-day     
management of the Portfolio's portfolio, the length of time that each person    
has been jointly and primarily responsible for the Portfolio, and each person's 
principal occupation during the past five years:                                

                                                        [Enlarge/Download Table]

                                                  PRINCIPAL OCCUPATION DURING        
EMPLOYEE; YEAR; TITLE;                              THE PAST FIVE (5) YEARS          
-------------------------------------------------------------------------------------
                                                                                     
Gregory P. Eckersley; since 2006; Senior    Senior Vice President of the Adviser,    
Vice President of the Adviser               with which he has been associated in a   
                                            substantially similar capacity to his    
                                            current position as a portfolio manager  
                                            since prior to 2005.                     

Robert W. Scheetz; since 2006; (see above)  (see above)                              

Christopher M. Toub; since 2005;            Executive Vice President of the Adviser, 
Executive Vice President of the Adviser     with which he has been associated in a   
                                            substantially similar capacity to his    
                                            current position as a portfolio manager  
                                            since prior to 2005.                     


The management of, and investment decisions for, each of the other Portfolios'  
portfolios are made by certain Senior Investment Management Teams or Investment 
Teams. Each Investment Policy Group or Investment Team relies heavily on the    
fundamental analysis and research of the Adviser's large internal research      
staff. No one person is principally responsible for making recommendations for  
each Portfolio's portfolio.                                                     

The following table lists the Senior Investment Management Teams or Investment  
Teams, as applicable, the persons within each Investment Policy Group or        
Investment Team with the most significant responsibility for the day-to-day     
management of the Portfolio's portfolio, the length of time that each person    
has been jointly and primarily responsible for the Portfolio, and each person's 
principal occupation during the past five years:                                

                                                                [Download Table]

                                                           PRINCIPAL         
       PORTFOLIO                                     OCCUPATION DURING THE   
 AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS    
-----------------------------------------------------------------------------
                                                                             
AllianceBernstein Small   Bruce K. Aronow; since    Senior Vice President of 
Cap Growth Portfolio      2000; Senior Vice         the Adviser, with which  
Small Cap Growth          President of the Adviser  he has been associated   
Investment Team           and Small Cap Growth      in a substantially       
                          Team Leader               similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

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

                          Samantha S. Lau; since    Senior Vice President of 
                          2005; Senior Vice         the Adviser, with which  
                          President of the Adviser  she has been associated  
                                                    in a substantially       
                                                    similar capacity to her  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

                          Wen-Tse Tseng; since      Vice President of the    
                          2006; Vice President of   Adviser, with which he   
                          the Adviser               has been associated in a 
                                                    substantially similar    
                                                    capacity to his current  
                                                    position as a portfolio  
                                                    manager since March      
                                                    2006. Prior thereto, he  
                                                    was the healthcare-      
                                                    sector portfolio manager 
                                                    for the small-cap growth 
                                                    team at William D.       
                                                    Witter from September    
                                                    2003 to February 2006.   
                                                    He also worked at Weiss, 
                                                    Peck & Greer, managing   
                                                    the healthcare-sector    
                                                    with the same team with  
                                                    which he worked at       
                                                    William D. Witter, from  
                                                    April 2002 to August     
                                                    2003.                    


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                                                           PRINCIPAL         
       PORTFOLIO                                     OCCUPATION DURING THE   
 AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS    
-----------------------------------------------------------------------------
                                                                             
AllianceBernstein Real    Teresa Marziano; since    Senior Vice President of 
Estate Investment         2004; Senior Vice         the Adviser, with which  
Portfolio                 President of the Adviser  she has been associated  
REIT Senior Investment    and Chief Investment      in a substantially       
Management Team           Officer of Global Real    similar capacity to her  
                          Estate Investments        current position as a    
                                                    portfolio manager since  
                                                    prior to 2005 and Chief  
                                                    Investment Officer of    
                                                    Global Real Estate       
                                                    Investments since July   
                                                    2004. Prior thereto, she 
                                                    was Co-Chief Investment  
                                                    Officer of Global Real   
                                                    Estate Investments since 
                                                    July 2004 and a Senior   
                                                    Analyst of investment    
                                                    research at              
                                                    Sanford C. Bernstein &   
                                                    Co., Inc. ("SCB") since  
                                                    prior to 2005.           

                          Prashant Tewari; since    Vice President of the    
                          2010; Vice President of   Adviser, with which he   
                          the Adviser               has been associated in a 
                                                    substantially similar    
                                                    capacity to his current  
                                                    position as a portfolio  
                                                    manager since prior to   
                                                    2005.                    

                          Diane Won; since 2010;    Senior Vice President of 
                          Senior Vice President of  the Adviser, with which  
                          the Adviser               she has been associated  
                                                    in a substantially       
                                                    similar capacity to her  
                                                    current position as a    
                                                    portfolio manager since  
                                                    June 2005. Previously,   
                                                    she was a senior case    
                                                    team leader at Monitor   
                                                    Group, concentrating on  
                                                    business, operations,    
                                                    and sales and marketing  
                                                    strategy.                

AllianceBernstein         Henry S. D'Auria; since   Senior Vice President of 
International Value       2003; Senior Vice         the Adviser, with which  
Portfolio                 President of the          he has been associated   
International Value       Adviser, Chief            in a substantially       
Senior Investment         Investment Officer of     similar capacity to his  
Management Team           Emerging Markets Value    current position as a    
                          Equities, and Co-Chief    portfolio manager since  
                          Investment Officer of     prior to 2005, Chief     
                          International Value       Investment Officer of    
                          Equities                  Emerging Markets Value   
                                                    Equities since 2002 and  
                                                    Co-Chief Investment      
                                                    Officer of International 
                                                    Value Equities of the    
                                                    Adviser since June 2003. 

                          Sharon E. Fay; since      Executive Vice President 
                          2005; Executive Vice      and Chief Investment     
                          President of the Adviser  Officer of Global Value  
                          and Chief Investment      Equities at the Adviser  
                          Officer of Global Value   since prior to 2005 and  
                          Equities                  the head of Value        
                                                    Equities at SCB. She has 
                                                    chaired the Global Value 
                                                    Investment Policy Groups 
                                                    since prior to 2005.     

                          Eric J. Franco; since     Senior Vice President of 
                          2006; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

                          Kevin F. Simms; since     Senior Vice President of 
                          inception; Senior Vice    the Adviser, with which  
                          President of the          he has been associated   
                          Adviser, Co-Chief         in a substantially       
                          Investment Officer of     similar capacity to his  
                          International Value       current position as a    
                          Equities, and Global      portfolio manager since  
                          Director of Value         prior to 2005 and        
                          Research                  Co-Chief Investment      
                                                    Officer of International 
                                                    Value Equities at the    
                                                    Adviser since 2003. He   
                                                    is also Global Director  
                                                    of Value Research at the 
                                                    Adviser since prior to   
                                                    2005.                    

AllianceBernstein         James W. MacGregor;       Senior Vice President of 
Small/Mid Cap Value       since 2005; Senior Vice   the Adviser, with which  
Portfolio                 President of the Adviser  he has been associated   
Small/Mid Cap Value       and Chief Investment      in a substantially       
Senior Investment         Officer--Small- and       similar capacity to his  
Management Team           Mid-Cap Value Equities    current position as a    
                          (since 2009)              portfolio manager since  
                                                    prior to 2005. He is     
                                                    also currently Chief     
                                                    Investment               
                                                    Officer--Small- and      
                                                    Mid-Cap Value Equities.  

                          Joseph G. Paul; since     Senior Vice President of 
                          2002; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Chief Investment      in a substantially       
                          Officer--North American   similar capacity to his  
                          Value Equities and        current position as a    
                          Co-Chief Investment       portfolio manager since  
                          Officer--US Large Cap     prior to 2005. He is     
                          Value Equities            also Co-Chief Investment 
                                                    Officer--US Large Cap    
                                                    Value Equities, Chief    
                                                    Investment               
                                                    Officer--North American  
                                                    Value Equities, and      
                                                    Global Head of           
                                                    Diversified Value. Until 
                                                    2009, he was Chief       
                                                    Investment               
                                                    Officer--Small and       
                                                    Mid-Capitalization Value 
                                                    Equities, Co-Chief       
                                                    Investment Officer of    
                                                    Real Estate Investments, 
                                                    and Chief Investment     
                                                    Officer of Advanced      
                                                    Value since prior to     
                                                    2005.                    

                          Andrew J. Weiner; since   Senior Vice President of 
                          2005; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Director of           in a substantially       
                          Research--Small- and      similar capacity to his  
                          Mid-Cap Value Equities    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. He is     
                                                    also Director of         
                                                    Research--Small- and     
                                                    Mid-Cap Value Equities   
                                                    since 2009.              

AllianceBernstein Value   Christopher W. Marx;      Senior Vice President of 
Portfolio                 since 2005; Senior Vice   the Adviser, with which  
North American Senior     President of the Adviser  he has been associated   
Investment Management                               in a substantially       
Team                                                similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           


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                                                           PRINCIPAL         
       PORTFOLIO                                     OCCUPATION DURING THE   
 AND RESPONSIBLE GROUP     EMPLOYEE; YEAR; TITLE      PAST FIVE (5) YEARS    
-----------------------------------------------------------------------------
                                                                             
                          Joseph G. Paul; since     (see above)              
                          2002; (see above)                                  

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

                          David Yuen; since May     Senior Vice President of 
                          2008; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Co-Chief Investment   in a substantially       
                          Officer and Director of   similar capacity to his  
                          Research--U.S. Large Cap  current position as a    
                          Value Equities            portfolio manager since  
                                                    prior to 2005. He is     
                                                    also Co-Chief Investment 
                                                    Officer and Director of  
                                                    Research--U.S. Large Cap 
                                                    Value Equities.          

AllianceBernstein Large   Joseph R. Elegante;       Senior Vice President of 
Cap Growth Portfolio      since 2010; Senior Vice   the Adviser, with which  
U.S. Large Cap Growth     President of the Adviser  he has been associated   
Investment Team                                     in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. Mr.       
                                                    Elegante has been a      
                                                    member of the U.S. Large 
                                                    Cap Growth Investment    
                                                    Team since 2004.         

                          Jason P. Ley; since       Senior Vice President of 
                          2010; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. Mr. Ley   
                                                    has been a member of the 
                                                    U.S. Large Cap Growth    
                                                    Investment Team since    
                                                    2000.                    

                          David F. Randell; since   Senior Vice President of 
                          2010; Senior Vice         the Adviser, with which  
                          President                 he has been associated   
                          of the Adviser            in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    2007. Mr. Randell has    
                                                    been a member of the     
                                                    U.S. Large Cap Growth    
                                                    Investment Team since    
                                                    2007. Prior thereto, a   
                                                    principal and a member   
                                                    of the Investment        
                                                    Committee of GTCR Golder 
                                                    Rauner LLC, a private    
                                                    equity firm, since prior 
                                                    to 2005.                 

                          P. Scott Wallace; since   Senior Vice President of 
                          2006; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                                                    in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005. Mr.       
                                                    Wallace has been a       
                                                    member of the U.S. Large 
                                                    Cap Growth Investment    
                                                    Team since 2001.         

AllianceBernstein         Thomas J. Fontaine;       Senior Vice President of 
Balanced Wealth Strategy  since July 2008; Senior   the Adviser and since    
Portfolio                 Vice President of the     June 2008 Director of    
Multi-Asset               Adviser and Director of   Research--Defined        
Solutions Team            Research--Defined         Contribution.            
                          Contribution              Previously, he was a     
                                                    Director of Research for 
                                                    the Adviser's Style      
                                                    Blend Services, a member 
                                                    of the Blend Investment  
                                                    Policy Team from         
                                                    February 2006 to June    
                                                    2008 and served as a     
                                                    senior quantitative      
                                                    analyst since prior to   
                                                    2005.                    

                          Dokyoung Lee; since July  Senior Vice President of 
                          2008; Senior Vice         the Adviser, with which  
                          President of the Adviser  he has been associated   
                          and Director of           in a similar capacity to 
                          Research--Blend           his current position as  
                          Strategies                a portfolio manager      
                                                    since prior to 2005 and  
                                                    Director of              
                                                    Research--Blend          
                                                    Strategies since June    
                                                    2008.                    

                          Seth J. Masters; since    Executive Vice President 
                          inception; Executive      of the Adviser, with     
                          Senior Vice President of  which he has been        
                          the Adviser and Chief     associated in a          
                          Investment Officer of     substantially similar    
                          Blend Strategies and      capacity to his current  
                          Defined Contribution      position as a portfolio  
                                                    manager since prior to   
                                                    2005 and Chief           
                                                    Investment Officer of    
                                                    Blend Strategies and     
                                                    Defined Contribution.    

                          Christopher H. Nikolich;  Senior Vice President of 
                          since inception; Senior   the Adviser, with which  
                          Vice President of the     he has been associated   
                          Adviser                   in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005.           

                          Patrick J. Rudden; since  Senior Vice President of 
                          February 2009; Senior     the Adviser, with which  
                          Vice President of the     he has been associated   
                          Adviser                   in a substantially       
                                                    similar capacity to his  
                                                    current position as a    
                                                    portfolio manager since  
                                                    prior to 2005 and Global 
                                                    Head of Institutional    
                                                    Investment Solutions. He 
                                                    is a member of the       
                                                    Global, European and UK  
                                                    Value Equity Investment  
                                                    Policy Groups.           


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

Set forth below is performance data provided by the Adviser relating to the     
Equity and Fixed-Income Historical Accounts managed by investment teams that    
manage the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets.       
Performance data is shown for the period during which the relevant investment   
team of the Adviser or its Bernstein unit managed the Equity and Fixed-Income   
Historical Accounts through December 31, 2009. The aggregate assets for the     
Equity and Fixed-Income Historical Accounts managed by each investment team as  
of December 31, 2009 are also shown. Each of an investment team's Equity and    
Fixed-Income Historical Accounts has a nearly identical composition of          
investment holdings and related percentage weightings.                          

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

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

The Russell 1000(R) universe of securities is compiled by Frank Russell Company 
and is segmented into two style indices, based on a "non-linear probability"    
method to assign stocks to the growth and value style indices. The term         
"probability" is used to indicate the degree of certainty that a stock is value 
or growth based on its relative book-to-price ratio and I/B/E/S forecast        
long-term growth mean. The Russell 1000(R) Growth Index ("Russell 1000 Growth") 
is designed to include those Russell 1000(R) securities with higher             
price-to-book ratios and higher forecasted growth values. In contrast, the      
Russell 1000(R) Value Index ("Russell 1000 Value") is designed to include those 
Russell 1000(R) securities with lower price-to-book ratios and lower forecasted 
growth values.                                                                  

The Morgan Stanley Capital International Europe, Australasia, Far East Index    
(the "MSCI EAFE Index") is an international, unmanaged, weighted stock market   
index that includes over 1,000 securities listed on the stock exchanges of 21   
developed market countries from Europe, Australia and the Far East.             

The unmanaged Barclays Capital U.S. Aggregate Index ("Barclays Capital U.S.     
Aggregate") is composed of the Mortgage-Backed Securities Index, the            
Asset-Backed Securities Index and the Government/Corporate Bond Index. It is a  
broad measure of the performance of taxable bonds in the US market, with        
maturities of at least one year.                                                

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

To the extent an investment team utilizes investment techniques such as futures 
or options, the indices shown may not be substantially comparable to the        
performance of the investment team's Equity and Fixed-Income Historical         
Accounts. The indices shown are included to illustrate material economic and    
market factors that existed during the time period shown. None of the indices   
reflects the deduction of any fees. If an investment team were to purchase a    
portfolio of securities substantially identical to the securities comprising    
the relevant index, the performance of the portion of the ALLIANCEBERNSTEIN     
BALANCED WEALTH STRATEGY PORTFOLIO managed by that investment team relative to  
the index would be reduced by the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY    
PORTFOLIO'S                                                                     

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expenses, including brokerage commissions, advisory fees, distribution fees,    
custodial fees, transfer agency costs and other administrative expenses, as     
well as by the impact on the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY         
PORTFOLIO'S shareholders of sales charges and income taxes.                     

The following performance data is provided solely to illustrate each investment 
team's performance in managing the Equity and Fixed-Income Historical Accounts  
as measured against certain broad-based market indices. The performance of the  
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO will be affected both by   
the performance of each investment team managing a portion of the               
ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO'S assets and by the        
Adviser's allocation of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY          
PORTFOLIO'S portfolio among its various investment teams. If some or all of the 
investment teams employed by the Adviser in managing the ALLIANCEBERNSTEIN      
BALANCED WEALTH STRATEGY PORTFOLIO were to perform relatively poorly, and/or if 
the Adviser were to allocate more of the ALLIANCEBERNSTEIN BALANCED WEALTH      
STRATEGY PORTFOLIO'S portfolio to relatively poorly performing investment       
teams, the performance of the ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY        
PORTFOLIO would suffer. Investors should not rely on the performance data of    
the Equity and Fixed-Income Historical Accounts as an indication of future      
performance of all or any portion of the ALLIANCEBERNSTEIN BALANCED WEALTH      
STRATEGY PORTFOLIO.                                                             

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

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

NET OF FEES PERFORMANCE                                                         
For periods ended December 31, 2009, with their Aggregate Assets as of          
December 31, 2009                                                               

                                                        [Enlarge/Download Table]

INVESTMENT TEAMS AND                 ASSETS                                       SINCE   INCEPTION
BENCHMARKS                        (IN MILLIONS) 1 YEAR 3 YEARS 5 YEARS 10 YEARS INCEPTION   DATES  
---------------------------------------------------------------------------------------------------
                                                                                                   
EQUITY                                                                                             
---------------------------------------------------------------------------------------------------
US Large Cap Growth                $10,868.71   36.98%  -2.09%  1.92%   -3.49%   12.91%*  12/31/77 
Russell 1000 Growth                             37.21%  -1.89%  1.63%   -3.99%     N/A             
---------------------------------------------------------------------------------------------------
US Large Cap Value                  $5,707.58   21.11% -11.69% -2.22%    3.26%    3.22%    3/31/99 
Russell 1000 Value                              19.69%  -8.96% -0.25%    2.47%    2.84%            
---------------------------------------------------------------------------------------------------
International Large Cap Growth      $3,927.29   32.29%  -8.26%  1.10%   -0.62%    5.50%   12/31/90 
MSCI EAFE                                       31.78%  -6.04%  3.54%    1.17%    5.75%            
---------------------------------------------------------------------------------------------------
International Large Cap Value       $3,664.44   38.50% -12.13%  1.62%    N/A      7.54%    3/31/01 
MSCI EAFE                                       31.78%  -6.04%  3.54%    N/A      4.88%            
---------------------------------------------------------------------------------------------------
Global Real Estate                  $2,235.56   36.01% -10.71%  2.61%    N/A      9.51%    9/30/03 
FTSE EPRA/NAREIT Developed Index                38.26% -12.39%  2.00%    N/A      8.90%            
---------------------------------------------------------------------------------------------------
FIXED INCOME                                                                                       
---------------------------------------------------------------------------------------------------
Intermediate Duration Bonds           $213.00   14.10%   5.69%  4.91%    6.34%    7.22%   12/31/86 
Barclays Capital U.S. Aggregate                  5.93%   6.04%  4.97%    6.33%    7.18%            
---------------------------------------------------------------------------------------------------

*The inception date for the Russell 1000 Growth Index was December 31, 1978;    
the total returns for the US Large Cap Growth Strategy and that benchmark for 
that date through 12/31/09 were 13.43% and 10.38%, respectively.              

LEGAL PROCEEDINGS                                                               
On October 2, 2003, a purported class action complaint entitled Hindo et al. v. 
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed 
against the Adviser; AllianceBernstein Holding L.P. ("Holding");                
AllianceBernstein Corporation; AXA Financial, Inc.; the AllianceBernstein       
Mutual Funds, certain officers of the Adviser ("AllianceBernstein defendants"); 
and certain other unaffiliated defendants, as well as unnamed Doe defendants.   
The Hindo Complaint was filed in the United States District Court for the       
Southern District of New York by alleged shareholders of two of the             
AllianceBernstein Mutual Funds. The Hindo Complaint alleges that certain of the 
Alliance defendants failed to disclose that they improperly allowed certain     
hedge funds and other unidentified parties to engage in "late trading" and      
"market timing" of AllianceBernstein Mutual Fund securities, violating Sections 
11 and 15 of the Securities Act, Sections 10(b) and 20(a) of the Securities and 
Exchange Act of 1934, and Sections 206 and 215 of the Investment Advisers Act   
of 1940. Plaintiffs seek an unspecified amount of compensatory damages and      
rescission of their contracts with the Adviser, including recovery of all fees  
paid to the Adviser pursuant to such contracts.                                 

Following October 2, 2003, additional lawsuits making factual allegations       
generally similar to those in the Hindo Complaint were filed in various federal 
and state courts against the Adviser and certain other defendants. On           
September 29, 2004, plaintiffs filed consolidated amended complaints with       
respect to four claim types: mutual fund shareholder claims; mutual fund        
derivative                                                                      

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claims; derivative claims brought on behalf of Holding; and claims brought      
under ERISA by participants in the Profit Sharing Plan for Employees of the     
Adviser. All four complaints include substantially identical factual            
allegations, which appear to be based in large part on the Order of the         
Commission dated December 18, 2003 as amended and restated January 15, 2004 and 
the New York State Attorney General Assurance of Discontinuance dated           
September 1, 2004.                                                              

On April 21, 2006, the Adviser and attorneys for the plaintiffs in the mutual   
fund shareholder claims, mutual fund derivative claims, and ERISA claims        
entered into a confidential memorandum of understanding containing their        
agreement to settle these claims. The agreement will be documented by a         
stipulation of settlement and will be submitted for court approval at a later   
date. The settlement amount ($30 million), which the Adviser previously accrued 
and disclosed, has been disbursed. The derivative claims brought on behalf of   
Holding, in which plaintiffs seek an unspecified amount of damages, remain      
pending.                                                                        

It is possible that these matters and or other developments resulting from      
these matters could result in increased redemptions of the affected fund's      
shares or other adverse consequences to those funds. This may require those     
funds to sell investments to provide for sufficient liquidity and could also    
have an adverse effect on the investment performance of the Portfolios.         
However, the Adviser believes that these matters are not likely to have a       
material adverse effect on its ability to perform advisory services relating to 
those funds or the Portfolios.                                                  

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DIVIDENDS, DISTRIBUTIONS AND TAXES                                              
--------------------------------------------------------------------------------

The ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO declares income dividends each     
business day at 4:00 p.m., Eastern Time. The dividends are paid monthly via     
automatic investment in additional full and fractional shares. As these         
additional shares are entitled to income, a compounding of income occurs.       

The other Portfolios declare dividends on their shares at least annually. The   
income and capital gains distribution will be made in shares of each Portfolio. 

See the prospectus of the separate account of the participating insurance       
company for federal income tax information.                                     

Investment income received by a Portfolio from sources within foreign countries 
may be subject to foreign income taxes withheld at the source. Provided that    
certain requirements are met, a Portfolio may "pass-through" to its             
shareholders credits or deductions to foreign income taxes paid. Non-U.S.       
investors may not be able to credit or deduct such foreign taxes.               

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

BONDS are interest-bearing or discounted government or corporate securities     
that obligate the issuer to pay the bond holder a specified sum of money,       
usually at specified intervals, and to repay the principal amount of the loan   
at maturity.                                                                    

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

U.S. GOVERNMENT SECURITIES are securities issued or guaranteed by the U.S.      
Government, its agencies or instrumentalities, including obligations that are   
issued by private issuers that are guaranteed as to principal or interest by    
the U.S. Government, its agencies or instrumentalities, or by certain           
government-sponsored entities (entities chartered by or sponsored by Act of     
Congress). These securities include securities backed by the full faith and     
credit of the United States, those supported by the right of the issuer to      
borrow from the U.S. Treasury, and those backed only by the credit of the       
issuing agency or entity itself. The first category includes U.S. Treasury      
securities (which are U.S. Treasury bills, notes, and bonds) and certificates   
issued by GNMA. U.S. Government securities not backed by the full faith and     
credit of the United States or a right to borrow from the U.S. Treasury include 
certificates issued by FNMA and FHLMC.                                          

BARCLAYS CAPITAL U.S. AGGREGATE BOND INDEX covers the U.S. Dollar-denominated,  
investment-grade, fixed-rate, taxable bond market of SEC-registered securities. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

FTSE NAREIT EQUITY REIT INDEX is an index of publicly traded REITs that own     
commercial property. The Index figures do not reflect any deduction for fees,   
expenses or taxes.                                                              

MSCI AC WORLD INDEX is a free float-adjusted market capitalization weighted     
index that is designed to measure the equity market performance of developed    
and emerging markets. As of June 2009, the MSCI AC WORLD INDEX consisted of 45  
country indices comprising 23 developed and 22 emerging market country indices. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

MSCI EAFE (EUROPE, AUSTRALASIA, FAR EAST) INDEX is a free float-adjusted market 
capitalization index that is designed to measure the equity market performance  
of developed markets, excluding the United States and Canada. The Index figures 
do not reflect any deduction for fees, expenses or taxes.                       

MSCI WORLD INDEX is Morgan Stanley Capital International's market               
capitalization weighted index composed of companies representative of the       
market structure of 23 developed market countries in North America, Europe, and 
the Asia/Pacific Region. The index is calculated without dividends, with net or 
with gross dividends reinvested, in both U.S. Dollars and local currencies. The 
Index figures do not reflect any deduction for fees, expenses or taxes.         

RUSSELL 1000(R) GROWTH INDEX measures the performance of the large-cap growth   
segment of the U.S. equity universe. It includes those Russell 1000(R)          
companies with higher price-to-book ratios and higher forecasted growth values. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

RUSSELL 1000(R) VALUE INDEX measures the performance of the large-cap value     
segment of the U.S. equity universe. It includes those Russell 1000(R)          
companies with lower price-to-book ratios and lower expected growth values. The 
Index figures do not reflect any deduction for fees, expenses or taxes.         

RUSSELL 2000(R) GROWTH INDEX measures the performance of the small-cap growth   
segment of the U.S. equity universe. It includes those Russell 2000(R)          
companies with higher price-to-value ratios and higher forecasted growth        
values. The Index figures do not reflect any deduction for fees, expenses or    
taxes.                                                                          

RUSSELL 2500(R) INDEX measures the performance of the small- to mid-cap segment 
of the U.S. equity universe, commonly referred to as "smid" cap. The Russell    
2500(R) Index is a subset of the Russell 3000(R) Index. It includes             
approximately 2500 of the smallest securities based on a combination of their   
market cap and current index membership. The Index figures do not reflect any   
deduction for fees, expenses or taxes.                                          

RUSSELL 2500(R) VALUE INDEX measures the performance of the small- to mid-cap   
value segment of the U.S. equity universe. It includes those Russell 2500(R)    
companies with lower price-to-book ratios and lower forecasted growth values.   
The Index figures do not reflect any deduction for fees, expenses or taxes.     

RUSSELL 3000(R) GROWTH INDEX measures the performance of the broad growth       
segment of the U.S. equity universe. It includes those Russell 3000(R)          
companies with higher price-to-book ratios and higher forecasted growth values. 
The Index figures do not reflect any deduction for fees, expenses or taxes.     

S&P 500 INDEX includes 500 leading companies in leading industries of the U.S.  
economy. S&P 500 is a core component of the U.S. indices that could be used as  
building blocks for portfolio construction. The Index figures do not reflect    
any deduction for fees, expenses or taxes.                                      

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

The financial highlights table is intended to help you understand each          
Portfolio's financial performance for the past 5 years (or, if shorter, the     
period of the Portfolio's operations). Certain information reflects financial   
results for a single share of a class of each Portfolio. The total returns in   
the table represent the rate that an investor would have earned (or lost) on an 
investment in the Portfolio (assuming reinvestment of all dividends and         
distributions). The total returns in the table do not take into account         
separate account charges. If separate account charges were included, an         
investor's returns would have been lower. This information has been audited by  
Ernst & Young LLP, the independent registered public accounting firm for all    
Portfolios, whose reports, along with each Portfolio's financial statements,    
are included in each Portfolio's annual report, which is available upon request.

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO                                        
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                           2009        2008     2007      2006       2005  
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Net asset value, beginning of period                                   $  1.00       $  1.00  $  1.00  $  1.00     $  1.00 
                                                                       -------       -------  -------  -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                          
Net investment income                                                      .00(a)(b)     .02      .04      .04         .02 
                                                                       -------       -------  -------  -------     ------- 
LESS: DIVIDENDS                                                                                                            
Dividends from net investment income                                       .00(a)(b)    (.02)    (.04)    (.04)       (.02)
                                                                       -------       -------  -------  -------     ------- 
Net asset value, end of period                                         $  1.00       $  1.00  $  1.00  $  1.00     $  1.00 
                                                                       =======       =======  =======  =======     ======= 
TOTAL RETURN                                                                                                               
Total investment return based on net asset value(c)                        .09%         1.64%    4.08%    3.96%       2.10%

RATIOS/SUPPLEMENTAL DATA                                                                                                   
Net assets, end of period (000's omitted)                              $39,105       $36,423  $23,846  $24,537     $25,778 
Ratio to average net assets of:                                                                                            
Expenses, net of waivers and reimbursements                                .71%         1.20%    1.24%    1.19%(d)    1.19%
Expenses, before waivers and reimbursements                               1.15%         1.20%    1.24%    1.19%(d)    1.19%
Net investment income                                                      .08%(b)      1.57%    4.00%    3.89%(d)    2.06%
---------------------------------------------------------------------------------------------------------------------------

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

                                                        [Enlarge/Download Table]

                                                                         2009       2008      2007      2006       2005  
-------------------------------------------------------------------------------------------------------------------------
                                                                                                                         
Net asset value, beginning of period                                   $ 10.40   $ 11.67    $ 11.67  $ 11.72     $ 12.18 
                                                                       -------   -------    -------  -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                        
Net investment income(e)                                                   .49       .48        .50      .46         .38 
Net realized and unrealized gain (loss) on investment and foreign                                                        
 currency transactions                                                    1.36     (1.21)       .02     (.06)       (.17)
Contributions from Adviser                                                0.00       .00(f)    0.00     0.00        0.00 
                                                                       -------   -------    -------  -------     ------- 
Net increase (decrease) in net asset value from operations                1.85      (.73)       .52      .40         .21 
                                                                       -------   -------    -------  -------     ------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                        
Dividends from net investment income                                      (.39)     (.54)      (.52)    (.45)       (.33)
Distributions from net realized gain on investment transactions           0.00      0.00       0.00     0.00        (.34)
                                                                       -------   -------    -------  -------     ------- 
Total dividends and distributions                                         (.39)     (.54)      (.52)    (.45)       (.67)
                                                                       -------   -------    -------  -------     ------- 
Net asset value, end of period                                         $ 11.86   $ 10.40    $ 11.67  $ 11.67     $ 11.72 
                                                                       =======   =======    =======  =======     ======= 
TOTAL RETURN                                                                                                             
Total investment return based on net asset value(c)                      18.20%*   (6.59)%*    4.60%    3.59%       1.75%

RATIOS/SUPPLEMENTAL DATA                                                                                                 
Net assets, end of period (000's omitted)                              $41,341   $40,929    $20,289  $22,340     $24,716 
Ratio to average net assets of:                                                                                          
Expenses                                                                   .94%      .89%      1.03%    1.02%(d)     .96%
Net investment income                                                     4.44%     4.47%      4.32%    4.01%(d)    3.14%
Portfolio turnover rate                                                    102%      106%        90%     327%        529%
-------------------------------------------------------------------------------------------------------------------------

See footnotes on page 76.                                                       

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ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

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                                                                          2009       2008        2007        2006         2005   
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Net asset value, beginning of period                                   $  18.03   $  29.96    $  26.37   $  26.55      $  23.11  
                                                                       --------   --------    --------   --------      --------  
INCOME FROM INVESTMENT OPERATIONS                                                                                                
Net investment income (loss)(e)                                             .04       (.02)       (.08)      (.09)         (.12) 
Net realized and unrealized gain (loss) on investment and foreign                                                                
 currency transactions                                                     6.65     (11.91)       3.67       (.09)         3.56  
                                                                       --------   --------    --------   --------      --------  
Net increase (decrease) in net asset value from operations                 6.69     (11.93)       3.59       (.18)         3.44  
                                                                       --------   --------    --------   --------      --------  
Net asset value, end of period                                         $  24.72   $  18.03    $  29.96   $  26.37      $  26.55  
                                                                       ========   ========    ========   ========      ========  
TOTAL RETURN                                                                                                                     
Total investment return based on net asset value(c)                       37.10%*   (39.82)%*    13.61%*     (.68)%       14.89% 

RATIOS/SUPPLEMENTAL DATA                                                                                                         
Net assets, end of period (000's omitted)                              $233,460   $192,976    $393,537   $456,374      $624,453  
Ratio to average net assets of:                                                                                                  
Expenses                                                                   1.13%      1.09%       1.07%      1.08%(d)      1.06% 
Net investment income (loss)                                                .22%      (.08)%      (.27)%     (.37)%(d)     (.53)%
Portfolio turnover rate                                                     .97%        89%         92%        81%           54% 
---------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO                                   
--------------------------------------------------------------------------------

                                                        [Enlarge/Download Table]

                                                                     2009       2008         2007           2006         2005    
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Net asset value, beginning of period                              $  12.97   $  26.55    $    26.93    $    24.65     $    23.87 
                                                                  --------   --------    ----------    ----------     ---------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                                
Net investment income(e)                                               .18        .25           .32           .29            .25 
Net realized and unrealized gain (loss) on investment                                                                            
 transactions                                                         2.42      (9.66)          .96          3.63            .83 
Contributions from Adviser                                            0.00        .00(f)        .06          0.00           0.00 
                                                                  --------   --------    ----------    ----------     ---------- 
Net increase (decrease) in net asset value from operations            2.60      (9.41)         1.34          3.92           1.08 
                                                                  --------   --------    ----------    ----------     ---------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                                
Dividends from net investment income                                  (.49)      (.37)         (.34)         (.30)          (.30)
Distributions from net realized gain on investment transactions       0.00      (3.80)        (1.38)        (1.34)          0.00 
                                                                  --------   --------    ----------    ----------     ---------- 
Total dividends and distributions                                     (.49)     (4.17)        (1.72)        (1.64)          (.30)
                                                                  --------   --------    ----------    ----------     ---------- 
Net asset value, end of period                                    $  15.08   $  12.97    $    26.55    $    26.93     $    24.65 
                                                                  ========   ========    ==========    ==========     ========== 
TOTAL RETURN                                                                                                                     
Total investment return based on net asset value(c)                  20.35%*   (40.69)%*       4.86%**      16.98%          4.60%

RATIOS/SUPPLEMENTAL DATA                                                                                                         
Net assets, end of period (000's omitted)                         $837,533   $819,994    $1,758,210    $2,013,964     $2,073,693 
Ratio to average net assets of:                                                                                                  
Expenses                                                               .88%       .87%          .84%          .86%(d)        .85%
Net investment income                                                 1.33%      1.36%         1.18%         1.17%(d)       1.05%
Portfolio turnover rate                                                125%       184%           74%           60%            72%
---------------------------------------------------------------------------------------------------------------------------------

See footnotes on page 76.                                                       

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ALLIANCEBERNSTEIN GROWTH PORTFOLIO                                              
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                                                                         2009       2008       2007        2006         2005   
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                                               
Net asset value, beginning of period                                   $ 12.88   $ 22.42    $  19.90   $  20.15      $  18.05  
                                                                       -------   -------    --------   --------      --------  
INCOME FROM INVESTMENT OPERATIONS                                                                                              
Net investment income (loss)(e)                                            .01      (.08)       (.10)      (.09)         (.12) 
Net realized and unrealized gain (loss) on investment transactions        4.21     (9.46)       2.62       (.16)         2.22  
                                                                       -------   -------    --------   --------      --------  
Net increase (decrease) in net asset value from operations                4.22     (9.54)       2.52       (.25)         2.10  
                                                                       -------   -------    --------   --------      --------  
Net asset value, end of period                                         $ 17.10   $ 12.88    $  22.42   $  19.90      $  20.15  
                                                                       =======   =======    ========   ========      ========  
TOTAL RETURN                                                                                                                   
Total investment return based on net asset value(c)                      32.76%*  (42.55)%*    12.66%     (1.24)%       11.64% 

RATIOS/SUPPLEMENTAL DATA                                                                                                       
Net assets, end of period (000's omitted)                              $63,368   $53,248    $121,521   $131,337      $167,595  
Ratio to average net assets of:                                                                                                
Expenses                                                                  1.31%     1.19%       1.15%      1.15%(d)      1.13% 
Net investment income (loss)                                               .04%     (.47)%      (.49)%     (.47)%(d)     (.68)%
Portfolio turnover rate                                                    197%      103%         60%        55%           49% 
-------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

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                                                                         2009      2008       2007        2006       2005  
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Net asset value, beginning of period                                   $ 12.41  $ 24.73    $ 30.20     $ 24.16     $ 20.11 
                                                                       -------  -------    -------     -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                          
Net investment income(e)                                                   .18      .31        .13         .22         .21 
Net realized and unrealized gain (loss) on investment and foreign                                                          
 currency transactions                                                    4.55   (12.23)      5.11        6.16        3.91 
Contributions from Adviser                                                0.00      .00(f)    0.00        0.00        0.00 
                                                                       -------  -------    -------     -------     ------- 
Net increase (decrease) in net asset value from operations                4.73   (11.92)      5.24        6.38        4.12 
                                                                       -------  -------    -------     -------     ------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                          
Dividends from net investment income                                      (.63)    0.00       (.43)       (.19)       (.07)
Distributions from net realized gain on investment and foreign                                                             
 currency transactions                                                    0.00     (.40)    (10.28)       (.15)       0.00 
                                                                       -------  -------    -------     -------     ------- 
Total dividends and distributions                                         (.63)    (.40)    (10.71)       (.34)       (.07)
                                                                       -------  -------    -------     -------     ------- 
Net asset value, end of period                                         $ 16.51  $ 12.41    $ 24.73     $ 30.20     $ 24.16 
                                                                       =======  =======    =======     =======     ======= 
TOTAL RETURN                                                                                                               
Total investment return based on net asset value(c)                      39.24%  (48.96)%*   17.78%      26.70%      20.55%

RATIOS/SUPPLEMENTAL DATA                                                                                                   
Net assets, end of period (000's omitted)                              $72,604  $45,309    $57,633     $35,321     $25,215 
Ratio to average net assets of:                                                                                            
Expenses                                                                  1.24%    1.23%      1.45%(d)    1.48%(d)    1.66%
Net investment income                                                     1.28%    1.63%       .45%(d)     .81%(d)     .95%
Portfolio turnover rate                                                    118%      90%       126%         74%         43%
---------------------------------------------------------------------------------------------------------------------------

See footnotes on page 76.                                                       

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ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO                              
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                                                                          2009        2008       2007        2006         2005   
---------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                 
Net asset value, beginning of period                                   $  10.67    $ 20.31    $  16.94   $  15.63      $  15.08  
                                                                       --------    -------    --------   --------      --------  
INCOME FROM INVESTMENT OPERATIONS                                                                                                
Net investment income (loss)(e)                                             .04       (.04)       (.07)      (.09)         (.08) 
Net realized and unrealized gain (loss) on investment and foreign                                                                
 currency transactions                                                     5.63      (9.60)       3.44       1.40           .63  
Contributions from Adviser                                                  .00(f)     .00(f)     0.00       0.00          0.00  
                                                                       --------    -------    --------   --------      --------  
Net increase (decrease) in net asset value from operations                 5.67      (9.64)       3.37       1.31           .55  
                                                                       --------    -------    --------   --------      --------  
Net asset value, end of period                                         $  16.34    $ 10.67    $  20.31   $  16.94      $  15.63  
                                                                       ========    =======    ========   ========      ========  
TOTAL RETURN                                                                                                                     
Total investment return based on net asset value(c)                       53.14%*+  (47.46)%*    19.89%      8.38%         3.65% 

RATIOS/SUPPLEMENTAL DATA                                                                                                         
Net assets, end of period (000's omitted)                              $141,536    $84,880    $191,474   $177,350      $148,075  
Ratio to average net assets of:                                                                                                  
Expenses                                                                   1.25%      1.18%       1.17%      1.18%(d)      1.17% 
Net investment income (loss)                                                .27%      (.24)%      (.40)%     (.55)%(d)     (.57)%
Portfolio turnover rate                                                     215%       141%        132%       117%           98% 
---------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO                                    
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                                                                         2009       2008      2007        2006       2005   
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Net asset value, beginning of period                                   $  8.26   $ 15.19    $ 13.36   $ 12.09      $ 11.53  
                                                                       -------   -------    -------   -------      -------  
INCOME FROM INVESTMENT OPERATIONS                                                                                           
Net investment loss(e)                                                    (.15)     (.15)      (.15)     (.15)        (.13) 
Net realized and unrealized gain (loss) on investment transactions        3.56     (6.78)      1.98      1.42          .69  
Contributions from Adviser                                                0.00       .00(f)    0.00      0.00         0.00  
                                                                       -------   -------    -------   -------      -------  
Net increase (decrease) in net asset value from operations                3.41     (6.93)      1.83      1.27          .56  
                                                                       -------   -------    -------   -------      -------  
Net asset value, end of period                                         $ 11.67   $  8.26    $ 15.19   $ 13.36      $ 12.09  
                                                                       =======   =======    =======   =======      =======  
TOTAL RETURN                                                                                                                
Total investment return based on net asset value(c)                      41.28%*  (45.62)%*   13.70%    10.51%        4.86% 

RATIOS/SUPPLEMENTAL DATA                                                                                                    
Net assets, end of period (000's omitted)                              $14,796   $11,111    $24,937   $22,070      $22,467  
Ratio to average net assets of:                                                                                             
Expenses                                                                  1.87%     1.60%      1.44%     1.41%(d)     1.43% 
Net investment loss                                                      (1.58)%   (1.29)%    (1.05)%   (1.15)%(d)   (1.18)%
Portfolio turnover rate                                                    106%      129%        88%       76%          90% 
----------------------------------------------------------------------------------------------------------------------------

See footnotes on page 76.                                                       

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ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO                              
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                                                                         2009     2008      2007       2006       2005  
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Net asset value, beginning of period                                   $  7.86  $ 16.20   $ 22.80   $ 19.94     $ 20.54 
                                                                       -------  -------   -------   -------     ------- 
INCOME FROM INVESTMENT OPERATIONS                                                                                       
Net investment income(e)                                                   .20      .22       .16       .22         .38 
Net realized and unrealized gain (loss) on investment transactions        1.97    (4.37)    (2.90)     6.03        1.72 
                                                                       -------  -------   -------   -------     ------- 
Net increase (decrease) in net asset value from operations                2.17    (4.15)    (2.74)     6.25        2.10 
                                                                       -------  -------   -------   -------     ------- 
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                       
Dividends from net investment income                                      (.20)    (.20)     (.25)     (.40)       (.54)
Distributions from net realized gain on investment transactions           (.16)   (3.99)    (3.61)    (2.99)      (2.16)
                                                                       -------  -------   -------   -------     ------- 
Total dividends and distributions                                         (.36)   (4.19)    (3.86)    (3.39)      (2.70)
                                                                       -------  -------   -------   -------     ------- 
Net asset value, end of period                                         $  9.67  $  7.86   $ 16.20   $ 22.80     $ 19.94 
                                                                       =======  =======   =======   =======     ======= 
TOTAL RETURN                                                                                                            
Total investment return based on net asset value(c)                      29.22%  (35.82)%  (14.76)%   34.88%      11.40%

RATIOS/SUPPLEMENTAL DATA                                                                                                
Net assets, end of period (000's omitted)                              $12,517  $11,104   $22,281   $33,461     $24,875 
Ratio to average net assets of:                                                                                         
Expenses                                                                  1.53%    1.26%     1.10%     1.08%(d)    1.06%
Net investment income                                                     2.67%    1.83%      .80%     1.04%(d)    2.11%
Portfolio turnover rate                                                     94%      46%       51%       47%         46%
------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO                                 
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                                                        [Enlarge/Download Table]

                                                                2009         2008        2007          2006          2005    
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                                             
Net asset value, beginning of period                         $    10.93  $    24.88   $    24.74  $    18.93     $  16.61    
                                                             ----------  ----------   ----------  ----------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                            
Net investment income(e)                                            .28         .50          .36         .33          .19(b) 
Net realized and unrealized gain (loss) on investment and                                                                    
 foreign currency transactions                                     3.47      (13.02)        1.06        6.16         2.50    
                                                             ----------  ----------   ----------  ----------     --------    
Net increase (decrease) in net asset value from operations         3.75      (12.52)        1.42        6.49         2.69    
                                                             ----------  ----------   ----------  ----------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                            
Dividends from net investment income                               (.14)       (.18)        (.27)       (.28)        (.09)   
Distributions from net realized gain on investment                                                                           
 transactions                                                      0.00       (1.25)       (1.01)       (.40)        (.28)   
                                                             ----------  ----------   ----------  ----------     --------    
Total dividends and distributions                                  (.14)      (1.43)       (1.28)       (.68)        (.37)   
                                                             ----------  ----------   ----------  ----------     --------    
Net asset value, end of period                               $    14.54  $    10.93   $    24.88  $    24.74     $  18.93    
                                                             ==========  ==========   ==========  ==========     ========    
TOTAL RETURN                                                                                                                 
Total investment return based on net asset value(c)               34.36%     (53.28)%       5.58%      35.05%       16.58%   

RATIOS/SUPPLEMENTAL DATA                                                                                                     
Net assets, end of period (000's omitted)                    $1,707,726  $1,659,407   $2,818,307  $1,888,710     $840,572    
Ratio to average net assets of:                                                                                              
Expenses, net of waivers and reimbursements                        1.08%       1.06%        1.06%       1.10%(d)     1.11%   
Expenses, before waivers and reimbursements                        1.08%       1.06%        1.06%       1.10%(d)     1.12%   
Net investment income                                              2.38%       2.77%        1.41%       1.53%(d)     1.08%(b)
Portfolio turnover rate                                              52%         36%          23%         25%          18%   
-----------------------------------------------------------------------------------------------------------------------------

See footnotes on page 76.                                                       

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ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO                                 
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                                                                         2009       2008      2007        2006         2005    
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Net asset value, beginning of period                                   $   9.87  $  17.03   $  18.00  $  16.99     $  16.79    
                                                                       --------  --------   --------  --------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                              
Net investment income(e)                                                    .05       .10        .07       .16          .05(b) 
Net realized and unrealized gain (loss) on investment and foreign                                                              
 currency transactions                                                     4.01     (5.61)       .37      2.13         1.01    
                                                                       --------  --------   --------  --------     --------    
Net increase (decrease) in net asset value from operations                 4.06     (5.51)       .44      2.29         1.06    
                                                                       --------  --------   --------  --------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                              
Dividends from net investment income                                       (.09)     (.07)      (.14)     (.04)        (.10)   
Distributions from net realized gain on investment transactions            (.48)    (1.58)     (1.27)    (1.24)        (.76)   
                                                                       --------  --------   --------  --------     --------    
Total dividends and distributions                                          (.57)    (1.65)     (1.41)    (1.28)        (.86)   
                                                                       --------  --------   --------  --------     --------    
Net asset value, end of period                                         $  13.36  $   9.87   $  17.03  $  18.00     $  16.99    
                                                                       ========  ========   ========  ========     ========    
TOTAL RETURN                                                                                                                   
Total investment return based on net asset value(c)                       42.66%   (35.75)%     1.53%    14.20%        6.63%   

RATIOS/SUPPLEMENTAL DATA                                                                                                       
Net assets, end of period (000's omitted)                              $264,635  $202,997   $294,664  $251,412     $186,415    
Ratio to average net assets of:                                                                                                
Expenses                                                                   1.12%     1.11%      1.08%     1.11%(d)     1.12%   
Net investment income                                                       .42%      .72%       .35%      .91%(d)      .29%(b)
Portfolio turnover rate                                                      58%       49%        32%       46%          33%   
-------------------------------------------------------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VALUE PORTFOLIO                                               
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                                                        [Enlarge/Download Table]

                                                                       2009       2008        2007        2006         2005    
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Net asset value, beginning of period                                $   7.59   $  13.79    $  14.95   $  12.84     $  12.54    
                                                                    --------   --------    --------   --------     --------    
INCOME FROM INVESTMENT OPERATIONS                                                                                              
Net investment income(e)                                                 .14        .24         .27        .22          .17(b) 
Net realized and unrealized gain (loss) on investment and foreign                                                              
 currency transactions                                                  1.41      (5.58)       (.83)      2.40          .50    
                                                                    --------   --------    --------   --------     --------    
Net increase (decrease) in net asset value from operations              1.55      (5.34)       (.56)      2.62          .67    
                                                                    --------   --------    --------   --------     --------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                              
Dividends from net investment income                                    (.24)      (.24)       (.18)      (.13)        (.15)   
Distributions from net realized gain on investment transactions         0.00       (.62)       (.42)      (.38)        (.22)   
                                                                    --------   --------    --------   --------     --------    
Total dividends and distributions                                       (.24)      (.86)       (.60)      (.51)        (.37)   
                                                                    --------   --------    --------   --------     --------    
Net asset value, end of period                                      $   8.90   $   7.59    $  13.79   $  14.95     $  12.84    
                                                                    ========   ========    ========   ========     ========    
TOTAL RETURN                                                                                                                   
Total investment return based on net asset value(c)                    21.04%*   (41.01)%*    (4.16)%    21.03%        5.48%   

RATIOS/SUPPLEMENTAL DATA                                                                                                       
Net assets, end of period (000's omitted)                           $213,827   $197,080    $329,217   $308,635     $191,583    
Ratio to average net assets of:                                                                                                
Expenses, net of waivers and reimbursements                              .95%       .92%        .90%       .94%(d)      .98%   
Expenses, before waivers and reimbursements                              .95%       .92%        .90%       .94%(d)      .99%   
Net investment income                                                   1.84%      2.24%       1.82%      1.64%(d)     1.38%(b)
Portfolio turnover rate                                                   64%        33%         20%        17%          21%   
-------------------------------------------------------------------------------------------------------------------------------

See footnotes on page 76.                                                       

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ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO                            
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                                                                                   YEAR ENDED DECEMBER 31,                      
                                                                2009         2008           2007          2006          2005    
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                                                
Net asset value, beginning of period                         $   8.58   $  12.97        $  12.81     $  11.34        $ 10.67    
                                                             --------   --------        --------     --------        -------    
INCOME FROM INVESTMENT OPERATIONS                                                                                               
Net investment income(e)                                          .22        .26(b)          .27(b)       .22(b)         .15(b) 
Net realized and unrealized gain (loss) on investment and                                                                       
 foreign currency transactions                                   1.86      (4.02)            .41         1.33            .60    
Contributions from Adviser                                       0.00        .00(f)         0.00         0.00           0.00    
                                                             --------   --------        --------     --------        -------    
Net increase (decrease) in net asset value from operations       2.08      (3.76)            .68         1.55            .75    
                                                             --------   --------        --------     --------        -------    
LESS: DIVIDENDS AND DISTRIBUTIONS                                                                                               
Dividends from net investment income                             (.08)      (.35)           (.30)        (.08)          (.05)   
Distributions from net realized gain on investment and                                                                          
 foreign currency transactions                                   0.00       (.28)           (.22)        0.00           (.03)   
                                                             --------   --------        --------     --------        -------    
Total dividends and distributions                                (.08)      (.63)           (.52)        (.08)          (.08)   
                                                             --------   --------        --------     --------        -------    
Net asset value, end of period                               $  10.58   $   8.58        $  12.97     $  12.81        $ 11.34    
                                                             ========   ========        ========     ========        =======    
TOTAL RETURN                                                                                                                    
Total investment return based on net asset value(c)             24.45%*   (30.20)%*         5.26%       13.75%          7.01%   

RATIOS/SUPPLEMENTAL DATA                                                                                                        
Net assets, end of period (000's omitted)                    $458,669   $285,962        $211,440     $124,992        $64,325    
Ratio to average net assets of:                                                                                                 
Expenses, net of waivers and reimbursements                       .95%      1.00%(d)        1.01%        1.23%(d)       1.45%   
Expenses, before waivers and reimbursements                       .95%      1.02%(d)        1.07%        1.31%(d)       1.77%   
Net investment income                                            2.36%      2.48%(b)(d)     2.11%(b)     1.84%(b)(d)    1.31%(b)
Portfolio turnover rate                                            85%        93%             77%         203%           139%   
--------------------------------------------------------------------------------------------------------------------------------

Footnotes:                                                                      

(a)Amount is less than $.01 per share.                                          

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

(c)Total investment return is calculated assuming an initial investment made at 
the NAV at the beginning of the period, reinvestment of all dividends and 
distributions at the NAV during the period, and redemption on the last day
of the period. Total return does not reflect (i) insurance company's      
separate account related expense charges and (ii) the deduction 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)The ratio includes expenses attributable to costs of proxy solicitation.     

(e)Based on average shares outstanding.                                         

(f)Amount is less than $0.005.                                                  

* Includes the impact of proceeds received and credited to the Portfolio        
resulting from class action settlements, which enhanced the performance as  
follows:                                                                    

                                                                [Download Table]

                                                      YEAR ENDED DECEMBER 31,
-----------------------------------------------------------------------------
                                                      2009    2008    2007   
-----------------------------------------------------------------------------
                                                                             
AllianceBernstein Intermediate Bond Portfolio         0.01%   0.09%      --  
AllianceBernstein Large Cap Growth Portfolio          1.96%   2.10%   0.39%  
AllianceBernstein Growth and Income Portfolio         0.54%   0.46%      --  
AllianceBernstein Growth Portfolio                    0.41%   0.03%      --  
AllianceBernstein International Growth Portfolio         --   0.01%      --  
AllianceBernstein Global Thematic Growth Portfolio    0.15%   0.03%      --  
AllianceBernstein Small Cap Growth Portfolio          0.28%   0.40%      --  
AllianceBernstein Value Portfolio                     0.02%   0.02%      --  
AllianceBernstein Balanced Wealth Strategy Portfolio  0.06%   0.10%      --  

**Includes the impact of proceeds received and credited to the Portfolio in     
connection with an error made by the Adviser in processing a class action   
settlement claim, which enhanced the performance of each share class for the
year ended December 31, 2007 by 0.19%.                                      

+ Includes the impact of reimbursements from the Adviser, which enhanced the    
Portfolio's performance for the year ended December 31, 2009 by 0.01%.      

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BB--Debt rated BB is less vulnerable to nonpayment than other speculative debt. 
However, it faces major ongoing                                                 

A-1                                                                             

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uncertainties or exposure to adverse business, financial or economic conditions 
which could lead to an inadequate capacity to pay interest and repay principal. 

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

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

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

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

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

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

NR--Not rated.                                                                  

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

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

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

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

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

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

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

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

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

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

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

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

DOMINION BOND RATING SERVICE LIMITED                                            
Each rating category is denoted by the subcategories "high" and "low". The      
absence of either a "high" or "low" designation indicates the rating is in the  
"middle" of the category. The AAA and D categories do not utilize "high",       
"middle", and "low" as differential grades.                                     

AAA--Long-term debt rated AAA is of the highest credit quality, with            
exceptionally strong protection for the timely repayment of principal and       
interest. Earnings are considered stable, the structure of the industry in      
which the entity operates is strong, and the outlook for future profitability   
is favorable. There are few qualifying factors present that would detract from  
the performance of the entity. The strength of liquidity and coverage ratios is 
unquestioned and the entity has established a credible track record of superior 
performance. Given the extremely high standard that Dominion has set for this   
category, few entities are able to achieve a AAA rating.                        

AA--Long-term debt rated AA is of superior credit quality, and protection of    
interest and principal is considered high. In many cases they differ from       
long-term debt rated AAA only to a small degree. Given the extremely            
restrictive definition Dominion has for the AAA category, entities rated AA are 
also considered to be strong credits, typically exemplifying above-average      
strength in key areas of consideration and unlikely to be significantly         
affected by reasonably foreseeable events.                                      

                                                                           A-2

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A--Long-term debt rated A is of satisfactory credit quality. Protection of      
interest and principal is still substantial, but the degree of strength is less 
than that of AA rated entities. While "A" is a respectable rating, entities in  
this category are considered to be more susceptible to adverse economic         
conditions and have greater cyclical tendencies than higher-rated securities.   

BBB--Long-term debt rated BBB is of adequate credit quality. Protection of      
interest and principal is considered acceptable, but the entity is fairly       
susceptible to adverse changes in financial and economic conditions, or there   
may be other adverse conditions present which reduce the strength of the entity 
and its rated securities.                                                       

BB--Long-term debt rated BB is defined to be speculative and non-investment     
grade, where the degree of protection afforded interest and principal is        
uncertain, particularly during periods of economic recession. Entities in the   
BB range typically have limited access to capital markets and additional        
liquidity support. In many cases, deficiencies in critical mass,                
diversification, and competitive strength are additional negative               
considerations.                                                                 

B--Long-term debt rated B is considered highly speculative and there is a       
reasonably high level of uncertainty as to the ability of the entity to pay     
interest and principal on a continuing basis in the future, especially in       
periods of economic recession or industry adversity.                            

CCC, CC and C--Long-term debt rated in any of these categories is very highly   
speculative and is in danger of default of interest and principal. The degree   
of adverse elements present is more severe than long-term debt rated B.         
Long-term debt rated below B often has features which, if not remedied, may     
lead to default. In practice, there is little difference between these three    
categories, with CC and C normally used for lower ranking debt of companies for 
which the senior debt is rated in the CCC to B range.                           

D--A security rated D implies the issuer has either not met a scheduled payment 
of interest or principal or that the issuer has made it clear that it will miss 
such a payment in the near future. In some cases, Dominion may not assign a D   
rating under a bankruptcy announcement scenario, as allowances for grace        
periods may exist in the underlying legal documentation. Once assigned, the D   
rating will continue as long as the missed payment continues to be in arrears,  
and until such time as the rating is suspended, discontinued, or reinstated by  
Dominion.                                                                       

A-3                                                                             

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

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

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

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO                                        
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  120.75    $10,379.25 
2             10,379.25      518.96    10,898.21     125.33     10,772.88 
3             10,772.88      538.64    11,311.53     130.08     11,181.44 
4             11,181.44      559.07    11,740.52     135.02     11,605.50 
5             11,605.50      580.28    12,185.78     140.14     12,045.64 
6             12,045.64      602.28    12,647.92     145.45     12,502.47 
7             12,502.47      625.12    13,127.59     150.97     12,976.63 
8             12,976.63      648.83    13,625.46     156.69     13,468.77 
9             13,468.77      673.44    14,142.20     162.64     13,979.57 
10            13,979.57      698.98    14,678.55     168.80     14,509.74 
--------------------------------------------------------------------------
Cumulative                $5,945.60               $1,435.87               

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

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   98.70    $10,401.30 
2             10,401.30      520.07    10,921.37     102.66     10,818.70 
3             10,818.70      540.94    11,359.64     106.78     11,252.86 
4             11,252.86      562.64    11,815.50     111.07     11,704.44 
5             11,704.44      585.22    12,289.66     115.52     12,174.14 
6             12,174.14      608.71    12,782.84     120.16     12,662.68 
7             12,662.68      633.13    13,295.82     124.98     13,170.84 
8             13,170.84      658.54    13,829.38     130.00     13,699.38 
9             13,699.38      684.97    14,384.35     135.21     14,249.14 
10            14,249.14      712.46    14,961.60     140.64     14,820.96 
--------------------------------------------------------------------------
Cumulative                $6,006.68               $1,185.72               

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  118.65    $10,381.35 
2             10,381.35      519.07    10,900.42     123.17     10,777.24 
3             10,777.24      538.86    11,316.10     127.87     11,188.23 
4             11,188.23      559.41    11,747.64     132.75     11,614.90 
5             11,614.90      580.74    12,195.64     137.81     12,057.83 
6             12,057.83      602.89    12,660.72     143.07     12,517.66 
7             12,517.66      625.88    13,143.54     148.52     12,995.02 
8             12,995.02      649.75    13,644.77     154.19     13,490.58 
9             13,490.58      674.53    14,165.11     160.07     14,005.04 
10            14,005.04      700.25    14,705.30     166.17     14,539.13 
--------------------------------------------------------------------------
Cumulative                $5,951.38               $1,412.27               

                                                                           B-1

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ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO                                   
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                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   92.40    $10,407.60 
2             10,407.60      520.38    10,927.98      96.17     10,831.81 
3             10,831.81      541.59    11,373.40     100.09     11,273.32 
4             11,273.32      563.67    11,836.98     104.17     11,732.82 
5             11,732.82      586.64    12,319.46     108.41     12,211.05 
6             12,211.05      610.55    12,821.60     112.83     12,708.77 
7             12,708.77      635.44    13,344.21     117.43     13,226.78 
8             13,226.78      661.34    13,888.12     122.22     13,765.90 
9             13,765.90      688.30    14,454.20     127.20     14,327.00 
10            14,327.00      716.35    15,043.35     132.38     14,910.97 
--------------------------------------------------------------------------
Cumulative                $6,024.26               $1,113.30               

ALLIANCEBERNSTEIN GROWTH PORTFOLIO                                              
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  137.55    $10,362.45 
2             10,362.45      518.12    10,880.57     142.54     10,738.04 
3             10,738.04      536.90    11,274.94     147.70     11,127.24 
4             11,127.24      556.36    11,683.60     153.06     11,530.54 
5             11,530.54      576.53    12,107.07     158.60     11,948.47 
6             11,948.47      597.42    12,545.89     164.35     12,381.54 
7             12,381.54      619.08    13,000.62     170.31     12,830.31 
8             12,830.31      641.52    13,471.83     176.48     13,295.34 
9             13,295.34      664.77    13,960.11     182.88     13,777.23 
10            13,777.23      688.86    14,466.10     189.51     14,276.59 
--------------------------------------------------------------------------
Cumulative                $5,899.56               $1,622.98               

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO                                
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  130.20    $10,369.80 
2             10,369.80      518.49    10,888.29     135.01     10,753.28 
3             10,753.28      537.66    11,290.94     140.01     11,150.93 
4             11,150.93      557.55    11,708.48     145.19     11,563.29 
5             11,563.29      578.16    12,141.46     150.55     11,990.90 
6             11,990.90      599.55    12,590.45     156.12     12,434.33 
7             12,434.33      621.72    13,056.04     161.89     12,894.15 
8             12,894.15      644.71    13,538.86     167.88     13,370.97 
9             13,370.97      668.55    14,039.52     174.09     13,865.43 
10            13,865.43      693.27    14,558.70     180.53     14,378.18 
--------------------------------------------------------------------------
Cumulative                $5,919.66               $1,541.47               

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO                              
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  131.25    $10,368.75 
2             10,368.75      518.44    10,887.19     136.09     10,751.10 
3             10,751.10      537.55    11,288.65     141.11     11,147.54 
4             11,147.54      557.38    11,704.92     146.31     11,558.61 
5             11,558.61      577.93    12,136.54     151.71     11,984.83 
6             11,984.83      599.24    12,584.08     157.30     12,426.77 
7             12,426.77      621.34    13,048.11     163.10     12,885.01 
8             12,885.01      644.25    13,529.26     169.12     13,360.15 
9             13,360.15      668.01    14,028.15     175.35     13,852.80 
10            13,852.80      692.64    14,545.44     181.82     14,363.62 
--------------------------------------------------------------------------
Cumulative                $5,916.78               $1,553.16               

B-2                                                                             

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ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO                                    
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  196.35    $10,303.65 
2             10,303.65      515.18    10,818.83     202.31     10,616.52 
3             10,616.52      530.83    11,147.35     208.46     10,938.89 
4             10,938.89      546.94    11,485.84     214.79     11,271.05 
5             11,271.05      563.55    11,834.60     221.31     11,613.30 
6             11,613.30      580.66    12,193.96     228.03     11,965.93 
7             11,965.93      598.30    12,564.23     234.95     12,329.28 
8             12,329.28      616.46    12,945.74     242.09     12,703.66 
9             12,703.66      635.18    13,338.84     249.44     13,089.40 
10            13,089.40      654.47    13,743.87     257.01     13,486.86 
--------------------------------------------------------------------------
Cumulative                $5,741.57               $2,254.74               

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO                              
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  160.65    $10,339.35 
2             10,339.35      516.97    10,856.32     166.10     10,690.22 
3             10,690.22      534.51    11,224.73     171.74     11,052.99 
4             11,052.99      552.65    11,605.64     177.57     11,428.07 
5             11,428.07      571.40    11,999.48     183.59     11,815.88 
6             11,815.88      590.79    12,406.68     189.82     12,216.86 
7             12,216.86      610.84    12,827.70     196.26     12,631.43 
8             12,631.43      631.57    13,263.01     202.92     13,060.08 
9             13,060.08      653.00    13,713.09     209.81     13,503.28 
10            13,503.28      675.16    14,178.44     216.93     13,961.51 
--------------------------------------------------------------------------
Cumulative                $5,836.89               $1,875.39               

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO                                 
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  113.40    $10,386.60 
2             10,386.60      519.33    10,905.93     117.78     10,788.15 
3             10,788.15      539.41    11,327.55     122.34     11,205.22 
4             11,205.22      560.26    11,765.48     127.07     11,638.41 
5             11,638.41      581.92    12,220.33     131.98     12,088.35 
6             12,088.35      604.42    12,692.77     137.08     12,555.69 
7             12,555.69      627.78    13,183.47     142.38     13,041.09 
8             13,041.09      652.05    13,693.14     147.89     13,545.26 
9             13,545.26      677.26    14,222.52     153.60     14,068.92 
10            14,068.92      703.45    14,772.36     159.54     14,612.82 
--------------------------------------------------------------------------
Cumulative                $5,965.88               $1,353.06               

ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO                                 
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $  117.60    $10,382.40 
2             10,382.40      519.12    10,901.52     122.10     10,779.42 
3             10,779.42      538.97    11,318.39     126.77     11,191.63 
4             11,191.63      559.58    11,751.21     131.61     11,619.60 
5             11,619.60      580.98    12,200.58     136.65     12,063.93 
6             12,063.93      603.20    12,667.13     141.87     12,525.25 
7             12,525.25      626.26    13,151.52     147.30     13,004.22 
8             13,004.22      650.21    13,654.43     152.93     13,501.50 
9             13,501.50      675.08    14,176.58     158.78     14,017.80 
10            14,017.80      700.89    14,718.69     164.85     14,553.84 
--------------------------------------------------------------------------
Cumulative                $5,954.29               $1,400.46               

                                                                           B-3

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ALLIANCEBERNSTEIN VALUE PORTFOLIO                                               
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                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   99.75    $10,400.25 
2             10,400.25      520.01    10,920.26     103.74     10,816.52 
3             10,816.52      540.83    11,357.35     107.89     11,249.45 
4             11,249.45      562.47    11,811.92     112.21     11,699.71 
5             11,699.71      584.99    12,284.70     116.70     12,167.99 
6             12,167.99      608.40    12,776.39     121.38     12,655.02 
7             12,655.02      632.75    13,287.77     126.23     13,161.53 
8             13,161.53      658.08    13,819.61     131.29     13,688.32 
9             13,688.32      684.42    14,372.74     136.54     14,236.20 
10            14,236.20      711.81    14,948.01     142.01     14,806.00 
--------------------------------------------------------------------------
Cumulative                $6,003.76               $1,197.74               

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO                            
--------------------------------------------------------------------------------

                                                                [Download Table]

                         HYPOTHETICAL INVESTMENT              HYPOTHETICAL
            HYPOTHETICAL PERFORMANCE    AFTER    HYPOTHETICAL    ENDING   
YEAR         INVESTMENT    EARNINGS    RETURNS     EXPENSES    INVESTMENT 
--------------------------------------------------------------------------
                                                                          
1            $10,000.00   $  500.00   $10,500.00  $   99.75    $10,400.25 
2             10,400.25      520.01    10,920.26     103.74     10,816.52 
3             10,816.52      540.83    11,357.35     107.89     11,249.45 
4             11,249.45      562.47    11,811.92     112.21     11,699.71 
5             11,699.71      584.99    12,284.70     116.70     12,167.99 
6             12,167.99      608.40    12,776.39     121.38     12,655.02 
7             12,655.02      632.75    13,287.77     126.23     13,161.53 
8             13,161.53      658.08    13,819.61     131.29     13,688.32 
9             13,688.32      684.42    14,372.74     136.54     14,236.20 
10            14,236.20      711.81    14,948.01     142.01     14,806.00 
--------------------------------------------------------------------------
Cumulative                $6,003.76               $1,197.74               

B-4                                                                             

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

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

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

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

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

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

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

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

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

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

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

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

SEC File No. 811-05398                                                          

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[LOGO]                                                                          

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 

MONEY MARKET PORTFOLIO
INTERMEDIATE BOND PORTFOLIO 
LARGE CAP GROWTH PORTFOLIO
GROWTH AND INCOME PORTFOLIO 
GROWTH PORTFOLIO
INTERNATIONAL GROWTH PORTFOLIO
GLOBAL THEMATIC GROWTH PORTFOLIO
SMALL CAP GROWTH PORTFOLIO
REAL ESTATE INVESTMENT PORTFOLIO
INTERNATIONAL VALUE PORTFOLIO 
SMALL/MID CAP VALUE PORTFOLIO 
VALUE PORTFOLIO 
BALANCED WEALTH STRATEGY PORTFOLIO
(each a "Portfolio" and collectively, the "Portfolios") 

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c/o AllianceBernstein Investor Services, Inc.                                   
P. O. Box 786003, San Antonio, Texas 78278-6003                                 
Toll Free (800) 221-5672                                                        

--------------------------------------------------------------------------------

STATEMENT OF ADDITIONAL INFORMATION 
May 3, 2010 

--------------------------------------------------------------------------------

            This Statement of Additional Information ("SAI") is not a prospectus
but supplements and should be read in conjunction with the current prospectuses 
dated May 3, 2010, for AllianceBernstein(R) Variable Products Series (VPS) Fund,
Inc. (the "Fund") that offer Class A shares and Class B shares of the Fund (each
a "Prospectus," and together, the "Prospectuses"). Financial statements for each
Portfolio of the Fund for the year ended December 31, 2009, are included in the 
Portfolio's annual report to shareholders and are incorporated into this SAI by 
reference. Copies of the Prospectuses of the Portfolios and the annual reports  
for the Portfolios of the Fund may be obtained by contacting AllianceBernstein  
Investor Services, Inc. ("ABIS") at the address or telephone number shown above.

TABLE OF CONTENTS 
                                                                            PAGE

Introduction................................................................2   
Investment Policies And Restrictions........................................2   
AllianceBernstein Money Market Portfolio.................................2
AllianceBernstein Intermediate Bond Portfolio............................7
AllianceBernstein Large Cap Growth Portfolio.............................7
AllianceBernstein Growth and Income Portfolio............................8
AllianceBernstein Growth Portfolio.......................................8
 AllianceBernstein International Growth Portfolio.........................10
 AllianceBernstein Global Thematic Growth Portfolio.......................11
 AllianceBernstein Small Cap Growth Portfolio.............................11
 AllianceBernstein Real Estate Investment Portfolio.......................11
 AllianceBernstein International Value Portfolio..........................13
 AllianceBernstein Small/Mid Cap Value Portfolio..........................13
 AllianceBernstein Value Portfolio........................................13
 AllianceBernstein Balanced Wealth Strategy Portfolio.....................15
Description of Investment Practices and Other Investment Policies...........19  
Management of the Fund......................................................57  
Purchase and Redemption of Shares...........................................111 
Net Asset Value.............................................................116 
Portfolio Transactions......................................................120 
Dividends, Distributions and Taxes..........................................125 
General Information.........................................................126 
Financial Statements and Report of Independent Registered Public                
Accounting Firm.............................................................141 
Appendix A: Statement of Policies and Procedures for Proxy Voting ..........A-1 

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

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INTRODUCTION

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          The Fund is an open-end series investment company designed to fund
variable annuity contracts and variable life insurance policies offered by the  
separate accounts of certain life insurance companies. The Fund currently offers
an opportunity to choose among the separately managed pools of assets (the      
"Portfolios") described in the Portfolios' Prospectuses, each of which has      
differing investment objectives and policies. The Fund currently has thirteen   
Portfolios, all of which are described in this SAI.                             

--------------------------------------------------------------------------------

INVESTMENT POLICIES AND RESTRICTIONS

--------------------------------------------------------------------------------

          The following investment policies and restrictions supplement, and
should be read in conjunction with, the information regarding the investment    
objectives, policies and restrictions of each Portfolio set forth in the        
Prospectuses. Except as otherwise noted, the investment policies described below
are not fundamental and may be changed by the Board of Directors of the Fund    
(the "Board") without shareholder approval for the affected Portfolio; however, 
shareholders will be notified prior to a material change in such policies.      

         Whenever any investment policy or restriction states a minimum or
maximum percentage of a Portfolio's assets that may be invested in any security 
or other asset, it is intended that such minimum or maximum percentage          
limitation be determined immediately after and as a result of such Portfolio's  
acquisition of such security or other asset. Accordingly, any later increase or 
decrease in percentage beyond the specified limitations resulting from a change 
in value or net assets will not be considered a violation.                      

          For a general description of each Portfolio's investment policies,
see the Portfolio's Prospectuses.                                               

ALLIANCEBERNSTEIN MONEY MARKET PORTFOLIO                                        

 General. The Portfolio may make the following investments
diversified by maturities and issuers:                                          

    1. U.S. Government Securities. Marketable obligations of, or
guaranteed by, the United States Government, its agencies or instrumentalities. 
These include issues of the United States Treasury, such as bills, certificates 
of indebtedness, notes and bonds, and issues of agencies and instrumentalities  
established under the authority of an act of Congress. The latter issues        
include, but are not limited to, obligations of the Bank for Cooperatives,      
Federal Financing Bank, Federal Home Loan Bank, Federal Intermediate Credit     
Banks, Federal Land Banks, Federal National Mortgage Association and Tennessee  
Valley Authority. Some of the securities are supported by the full faith and    
credit of the U.S. Treasury, others are supported by the right of the issuer to 
borrow from the Treasury, and still others, such as securities issued by the    
Federal Home Loan Bank and the Federal National Mortgage Association, are       
supported only by the credit of the agency or instrumentality. These include    
securities guaranteed by the Federal Deposit Insurance Corporation ("FDIC")     
under the Temporary Liquidity Guarantee Program ("TLGP"). As part of the Debt   
Guarantee Program of the TLGP, the FDIC will guarantee payment of interest and  
principal on new senior unsecured debt issued by eligible financial             
institutions. The TLGP provides an explicit FDIC guarantee on debt issued by    
these financial institutions before June 30, 2009, provided the debt has a      
stated maturity of greater than 30 days. The FDIC guarantee expires on the      
earlier of the maturity of the debt securities or June 30, 2012. These          
securities are considered U.S. Government securities for the purposes of Rule   
2a-7 under the Investment Company Act of 1940 (the "1940 Act").                 

          2. Certificates of deposit, bankers' acceptances and time deposits
issued or guaranteed by banks or savings and loan associations having net assets
of more than $500 million and which are members of the Federal Deposit Insurance
Corporation. Certificates of deposit are receipts issued by a depository        
institution in exchange for the deposit of funds. The issuer agrees to pay the  
amount deposited plus interest to the bearer of the receipt on the date         
specified on the certificate. The certificate usually can be traded in the      
secondary market prior to maturity. Bankers' acceptances typically arise from   
short-term credit arrangements designed to enable businesses to obtain funds to 
finance commercial transactions. Generally, an acceptance is a time draft drawn 
on a bank by an exporter or an importer to obtain a stated amount of funds to   
pay for specific merchandise. The draft is then "accepted" by a bank that, in   
effect, unconditionally guarantees to pay the face value of the instrument on   
its maturity date. The acceptance may then be held by the accepting bank as an  
earning asset or it may be sold in the secondary market at the going rate of    
discount for a specific maturity. Although maturities for acceptances can be as 
long as 270 days, most acceptances have maturities of six months or less.       

     3. Commercial paper, including asset-backed commercial paper,
variable amount master demand notes and funding agreements, of high quality.    
Commercial paper consists of short-term (usually from 1 to 270 days) unsecured  
promissory notes issued by corporations in order to finance their current       
operations. For a description of ABCP, see "Asset-Backed Securities" below. A   
variable amount master demand note represents a direct borrowing arrangement    
involving periodically fluctuating rates of interest under a letter agreement   
between a commercial paper issuer and an institutional lender pursuant to which 
the lender may determine to invest varying amounts. For a further description of
variable amount master demand notes, see "Floating and Variable Rate            
Obligations" below.                                                             

            4. Repurchase agreements that are fully collateralized. A repurchase
agreement arises when a buyer purchases a security and simultaneously agrees to 
resell it to the vendor at an agreed-upon future date. The resale price is      
greater than the purchase price, reflecting an agreed-upon market rate that is  
effective for the period of time the buyer's money is invested in the security  
and which is not related to the coupon rate on the purchased security.          
Repurchase agreements may be entered into only with those counter parties       
determined to be creditworthy by the Portfolio's investment adviser,            
AllianceBernstein L.P. (the "Adviser"). For each repurchase agreement, the      
Portfolio requires continual maintenance of the market value of underlying      
collateral in amounts equal to, or in excess of, the agreement amount. While the
maturities of the underlying collateral may exceed 397 days, the term of the    
repurchase agreement is not greater than 397 days, as currently required by Rule
2a-7. If a counterparty defaulted on its repurchase obligation, the Portfolio   
might suffer a loss to the extent that the proceeds from the sale of the        
collateral were less than the repurchase price. If the counterparty became      
bankrupt, the Portfolio might be delayed in selling the collateral. Repurchase  
agreements often are for short periods such as one day or a week, but may be    
longer. A repurchase agreement is deemed to be an acquisition of the underlying 
securities provided that the obligation of the seller to repurchase the         
securities from the money market fund is collateralized fully (as defined in    
Rule 2a-7 under the 1940 Act).                                                  

          Rule 2a-7 under the 1940 Act. The Portfolio intends to comply with
Rule 2a-7 under the 1940 Act, as amended from time to time, including the       
portfolio quality, maturity and diversification limitations imposed by the Rule.
To the extent that the Portfolio's limitations are more permissive than Rule    
2a-7, the Portfolio will comply with the more restrictive provisions of the     
Rule.                                                                           

            Rule 2a-7 under the 1940 Act requires that the Portfolio invest only
in "Eligible Securities" (as that term is defined in the Rule). Generally, an   
Eligible Security is a "Rated-Security" (as defined in Rule 2a-7) that is       
denominated in U.S. Dollars and has a remaining maturity of 397 days or less.   
The Security must be rated, or is issued by an issuer with short-term debt      
outstanding that is rated, in one of the two highest rating categories by any   
two Requisite NRSROs, which are defined under Rule 2a-7 as nationally recognized
statistical rating organizations ("NRSROs") that are "Designated NRSROs". A     
Designated NRSRO is any one of at least four NRSROs designated by the Board as  
an NRSRO whose credit ratings will be used by the Portfolio to determine whether
a security is an Eligible Security. If only one Designated NRSRO has issued a   
rating, that rating may be used. In addition, an Unrated Security, as defined in
Rule 2a-7, may be an Eligible Security if it has been determined by the Adviser 
to be of comparable quality to a Rated Security. A description of the ratings of
some NRSROs appears in Appendix A to the Portfolio's Prospectuses.              

       The Portfolio is subject under Rule 2a-7 to maturity units. The
maximum dollar-weighted average maturity of the Portfolio's investments is      
limited to 60 days or less and the dollar-weighted average life of the          
Portfolio's investments is limited to 120 days or less. The Portfolio is also   
subject to minimum daily and weekly liquidity requirements. The Portfolio must  
hold at least 10% of its total assets in daily liquid assets, determined at the 
time of acquisition of a security. Daily liquid assets are defined as cash,     
direct obligations of the U.S. Government, or securities that will mature, or   
are subject to a demand feature that is exercisable, within one day. The        
Portfolio must also hold at least 30% of its total assets in weekly liquid      
assets, which are defined the same way as daily liquid assets except that they  
must mature, or be subject to a demand feature that is exercisable, within five 
business days.                                                                  

         Under Rule 2a-7, the Portfolio may not invest more than 5% of its
assets in the first tier securities of any one issuer other than the U.S.       
Government, its agencies and instrumentalities. Generally, a first tier security
is an Eligible Security that has received a short-term rating from the Requisite
NRSROs in the highest short-term rating category for debt obligations, or is an 
unrated security deemed to be of comparable quality. U.S. Government Securities 
are also considered to be first tier securities. A security that has received   
the second highest rating by the Requisite NRSROs is a second tier security. The
Portfolio may not invest in a second tier security (i) if the security has a    
remaining maturity of greater than 45 calendar days, and (ii) if, immediately   
after the acquisition thereof, that Portfolio would have invested more than (A) 
1/2 of 1% of its total assets in the second tier securities of any one issuer,  
and (B) 3% of its total assets in second tier securities.                       

         Asset-Backed Securities. The Portfolio may invest in asset-backed
securities that meet its existing diversification, quality and maturity         
criteria. Asset-backed securities are securities issued by special purpose      
entities whose primary assets consist of a pool of loans or accounts receivable.
The securities may be in the form of a beneficial interest in a special purpose 
trust, limited partnership interest, or commercial paper or other debt          
securities issued by a special purpose entity. Although the securities may have 
some form of credit or liquidity enhancement, payments on the securities depend 
predominately upon collection of the loans and receivables held by the issuer.  
Generally, as required by Rule 2a-7, the special purpose entity is deemed to be 
the issuer of the asset-backed security, however, the Portfolio is required to  
treat any obligor whose obligations constitute ten percent or more of the assets
of the asset-backed security as the issuer of the portion of the asset-backed   
security such obligations represent.                                            

           ABCP is issued by structured investment vehicles or other conduits.
These conduits may be sponsored by mortgage companies, investment banking firms,
finance companies, hedge funds, private equity firms and special purpose finance
entities. ABCP typically refers to a debt security with an original term to     
maturity of up to 270 days, the payment of which is supported by cash flows from
underlying assets, or one or more liquidity or credit support providers, or     
both. Assets backing ABCP, which may be included in revolving pools of assets   
with large numbers of obligors, include credit card, car loan and other consumer
receivables and home or commercial mortgages, including subprime mortgages.     
Subprime mortgages are home loans to borrowers with weakened credit histories or
with a lower capacity to make timely payments on their loans. The repayment of  
ABCP issued by a conduit depends primarily on the cash collections received from
the conduit's underlying asset portfolio and the conduit's ability to issue new 
ABCP. There could be greater risks of investments in ABCP, or even losses, in   
the event of credit or market value deterioration in the conduit's underlying   
portfolio, mismatched in the timing of the cash flows of the underlying asset   
interests and the repayment of maturing ABCP, or the conduit's inability to     
issue new ABCP. To protect investors from these risks, ABCP programs may be     
structured with various protections, such as credit enhancement, liquidity      
support, commercial paper stop-issuance and wind-down triggers. However, there  
can be no guarantee that these protections will be sufficient to prevent losses 
to investors in ABCP.                                                           

           Some ABCP programs provide for an extension of the maturity date of
the ABCP if, on the related maturity date, the conduit is unable to access      
sufficient liquidity through the issue of additional ABCP. This may delay the   
sale of the underlying collateral and the value of the ABCP could decline if the
value of the collateral deteriorates during the extension period. Alternatively,
if collateral for ABCP deteriorates in value, the collateral may be required to 
be sold at inopportune times or at prices insufficient to repay the principal   
and interest on the ABCP.                                                       

          Floating and Variable Rate Obligations. The Portfolio may purchase
floating and variable rate obligations, including floating and variable rate    
demand notes and bonds. The Portfolio may invest in variable and floating rate  
obligations whose interest rates are adjusted either at pre-designated periodic 
intervals or whenever there is a change in the market rate to which the         
security's interest rate is tied. The Portfolio may also purchase floating and  
variable rate demand notes and bonds, which are obligations ordinarily having   
stated maturities in excess of 397 days, but which permit the holder to demand  
payment of principal at any time, or at specified intervals not exceeding 397   
days, in each case upon not more than 30 days' notice.                          

         The Portfolio also invests in variable amount master demand notes
(which may have put features in excess of 30 days) which are obligations that   
permit the Portfolio to invest fluctuating amounts, at varying rates of         
interest, pursuant to direct arrangements between the Portfolio, as lender, and 
the borrower. Because these obligations are direct lending arrangements between 
the lender and the borrower, it is not contemplated that such instruments       
generally will be traded, and there generally is no established secondary market
for these obligations, although they are redeemable at face value, plus accrued 
interest. Accordingly, when these obligations are not secured by letters of     
credit or other credit support arrangements, the Portfolio's right to redeem is 
dependent on the ability of the borrower to pay principal and interest on       
demand.                                                                         

          Illiquid Securities. Pursuant to Rule 2a-7, the Portfolio will not
invest in illiquid securities if immediately after such investment more than 5% 
of the Portfolio's total assets would be invested in such securities. An        
illiquid security is a security that cannot be sold or disposed of in the       
ordinary course of business within seven days of approximately the value        
ascribed to it by the Portfolio.                                                

          Reverse Repurchase Agreements. While the Portfolio has no plans to
do so, it may enter into reverse repurchase agreements, which involve the sale  
of money market securities held by the Portfolio with an agreement to repurchase
the securities at an agreed-upon price, date and interest payment. For          
additional information regarding reverse repurchase agreements, see "Description
of Investment Practices and Other Investment Polices", below.                   

    Securities Issued by Foreign Banks or Foreign Companies. The
Portfolio may invest up to 25% of its total assets in money market instruments  
issued by foreign branches of foreign banks. The Portfolio also may make        
investments in dollar-denominated certificates of deposit and bankers'          
acceptances issued or guaranteed by, or dollar-denominated time deposits        
maintained at, foreign branches of U.S. banks and U.S. and foreign branches of  
foreign banks, and commercial paper issued by foreign companies. To the extent  
that the Portfolio makes such investments, consideration is given to their      
domestic marketability, the lower reserve requirements generally mandated for   
overseas banking operations, the possible impact of interruptions in the flow of
international currency transactions, potential political and social instability 
or expropriation, imposition of foreign taxes, the lower level of government    
supervision of issuers, the difficulty in enforcing contractual obligations and 
the lack of uniform accounting and financial reporting standards.               

           Net income to shareholders is aided both by the Portfolio's ability
to make investments in large denominations and by its efficiencies of scale.    
Also, the Portfolio may seek to improve portfolio income by selling certain     
portfolio securities prior to maturity in order to take advantage of yield      
disparities that occur in money markets.                                        

ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO                                   

          The Portfolio expects to invest in readily marketable fixed-income
securities with a range of maturities from short- to long-term and relatively   
attractive yields that do not involve undue risk of loss of capital. The        
Portfolio may invest in fixed-income securities with a dollar-weighted average  
maturity of generally between three to ten years and an average duration of     
three to six years.                                                             

           Options. The Portfolio may write and purchase call and put options.
For a general discussion on options, see "Description of Investment Practices   
and Other Investment Policies," below.                                          

          Options on Foreign Currencies. The Portfolio may purchase and sell
call options and purchase put options on foreign currencies traded on securities
exchanges or boards of trade (foreign and domestic) or over-the-counter. For a  
general discussion on options on foreign currencies, see "Description of        
Investment Practices and Other Investment Policies", below.                     

       Options on Securities Indices. The Portfolio also may invest in
options on securities indices. For a general discussion of options on securities
indices, see "Description of Investment Practices and Other Investment          
Policies", below.                                                               

         Forward Contracts. The Portfolio may invest in forward contracts.
For a general discussion on forward contracts, see "Description of Investment   
Practices and Other Investment Policies," below.                                

         Futures Contracts and Options on Futures Contracts. The Portfolio
may invest in futures contracts and options thereon. For a general discussion   
regarding futures contracts and options on futures contracts, see "Description  
of Investment Practices and Other Investment Policies", below.                  

          Swaps. The Portfolio may invest in swaps. For a general discussion
on swaps, see "Description of Investment Practices and Other Investment         
Policies", below.                                                               

         Credit Default Swap Agreement. The Portfolio may invest in credit
default swaps agreements. For a general discussion on credit default swaps      
agreements, see "Description of Investment Practices and Other Investment       
Policies", below.                                                               

     Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For additional information regarding repurchase agreements, see     
"Description of Investment Practices and Other Investment Policies", below.     

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO                                    

          Special Situations. The Portfolio may invest in special situations
from time to time. For a general discussion on special situations, see          
"Description of Investment Practices and Other Investment Policies", below.     

        Short Sales. The Portfolio may not sell securities short, except
that it may make short sales against the box. For a general discussion of short 
sales, see "Description of Investment Practices and Other Investment Policies", 
below.                                                                          

          Options. The Portfolio may write call options and may purchase and
sell put and call options written by others, combinations thereof, or similar   
options. For further information about options, see "Description of Investment  
Practices and Other Investment Policies", below.                                

  Securities of Foreign Issuers. The Portfolio may invest in
securities of foreign issuers. For a general discussion on investments in       
securities of foreign issuers, including risks, see "Description of Investment  
Practices and Other Investment Policies", below.                                

          Options on Foreign Currencies. The Portfolio may invest in options
on foreign currencies. For a general discussion on options on foreign           
currencies, including the use, risks and costs of options on foreign currencies,
see "Description of Investment Practices and Other Investment Policies", below. 

            Rights and Warrants. The Portfolio may invest in rights or warrants.
For a general discussion on rights and warrants, see "Description of Investment 
Practices and Other Investment Policies", below.                                

ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO                                   

          General. The Portfolio engages primarily in holding securities for
investment and not for trading purposes. Purchases and sales of portfolio       
securities are made at such times and in such amounts as are deemed advisable in
the light of market, economic and other conditions, irrespective of the volume  
of portfolio turnover.                                                          

  The Portfolio may invest in securities of foreign issuers.

            Options. The Portfolio may write covered call options, provided that
the option is listed on a domestic securities exchange. The Portfolio will      
purchase call options only to close out a position in an option written by it.  
In order to close out a position, the Portfolio will make a closing purchase    
transaction if such is available. For a discussion of options, see "Description 
of Investment Practices and Other Investment Policies", below.                  

ALLIANCEBERNSTEIN GROWTH PORTFOLIO                                              

     Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For a general discussion on repurchase agreements, see "Description 
of Investment Practices and Other Investment Policies", below.                  

          Securities of Non-U.S. (foreign) Issuers. The Portfolio may invest
without limit in securities of foreign issuers which are not publicly traded in 
the United States. For additional information on the risks involved in investing
in securities of foreign issuers, see "Description of Investment Practices and  
Other Investment Policies", below.                                              

            Forward Commitments and When-Issued and Delayed Delivery Securities.
The Portfolio may enter into forward commitments for the purchase of securities 
and may purchase securities on a when-issued or delayed delivery basis. For     
additional information on when-issued securities and forward commitments, see   
"Description of Investment Practices and Other Investment Policies", below.     

            Options. As noted in the Portfolio's Prospectuses, the Portfolio may
write call and put options and may purchase call and put options on securities. 
The Portfolio intends to write only covered options. In the case of call options
on U.S. Treasury Bills, the Portfolio might own U.S. Treasury Bills of a        
different series from those underlying the call option, but with a principal    
amount and value corresponding to the option contract amount and a maturity date
no later than that of the securities deliverable under the call option.         

          The Portfolio may purchase a security and then write a call option
against that security, or it may purchase a security and concurrently write an  
option on it. The Portfolio also may write combinations of put and call options 
on the same security, known as "straddles," with the same exercise and          
expiration date.                                                                

          For a general discussion on options, including puts and calls, see
"Description of Investment Practices and Other Investment Policies", below.     

     Options on Securities Indices. The Portfolio may write (sell)
covered call and put options on securities indices and purchase call and put    
options on securities indices. The Portfolio may also purchase put options on   
securities indices to hedge its investments against a decline in value. For     
additional information on options on securities indices, see "Description of    
Investment Practices and Other Investment Policies", below.                     

         Futures and Options on Futures Contracts. The Portfolio may enter
into stock futures contracts and may enter into foreign currency futures        
contracts. Such investment strategies will be used as a hedge and not for       
speculation. For further information on futures contracts and options on futures
contracts, see "Description of Investment Practices and Other Investment        
Policies", below.                                                               

         Forward Currency Exchange Contracts. The Portfolio may enter into
forward currency exchange contracts to attempt to minimize the risk to the      
Portfolio from adverse changes in the relationship between the U.S. Dollar and  
foreign currencies. The Portfolio intends to enter into forward currency        
exchange contracts for hedging purposes. For a general discussion of forward    
currency exchange contracts and their uses, see "Description of Investment      
Practices and Other Investment Policies", below.                                

           Options on Forward Currencies. The Portfolio may purchase and write
options on foreign currencies for hedging purposes. The Portfolio may also write
options on foreign currencies to increase return. For additional information    
about options on foreign currencies and the risks involved, see "Description of 
Investment Practices and Other Investment Policies", below.                     

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO                                

           Derivatives. The Portfolio may enter into derivatives transactions.
The derivatives that the Portfolio may use include options on securities,       
options on securities indices, futures contracts and options thereon, options on
foreign currencies, forward contracts, forward currency exchange contracts and  
currency swaps. For a general discussion on derivatives, see "Description of    
Investment Practices and Other Investment Policies", below.                     

 Forward Commitments. The Portfolio may enter into forward
commitments for the purchase or sale of securities. For a general discussion on 
forward commitments, see "Description of Investment Practices and Other         
Investment Policies", below.                                                    

          Standby Commitment Agreements. The Portfolio may from time to time
enter into standby commitment agreements. For a general discussion on standby   
commitment agreements, see "Description of Investment Practices and Other       
Investment Policies", below.                                                    

            Rights and Warrants. The Portfolio may invest in rights or warrants.
For a general discussion on rights and warrants, see "Description of Investment 
Practices and Other Investment Policies", below.                                

        Short Sales. The Portfolio may make short sales of securities or
maintain a short position. For a general discussion on short sales, see         
"Description of Investment Practices and Other Investment Policies", below.     

     Repurchase Agreements. The Portfolio may invest in repurchase
agreements. For additional information regarding repurchase agreements, see     
"Description of Investment Practices and Other Investment Policies", below.     

           Participation in Privatizations. The governments of certain foreign
countries have, to varying degrees, embarked on privatization programs          
contemplating the sale of all or part of their interests in state enterprises.  
In certain jurisdictions, the ability of foreign entities, such as the          
Portfolio, to participate in privatizations may be limited by local law, or the 
price or terms on which the Portfolio may be able to participate may be less    
advantageous than for local investors. Moreover, there can be no assurance that 
governments that have embarked on privatization programs will continue to divest
their ownership of state enterprises, that proposed privatizations will be      
successful or that governments will not re-nationalize enterprises that have    
been privatized.                                                                

        Risk of Foreign Investments. For a general discussion on foreign
investments, see "Description of Investment Practices and Other Investment      
Policies", below.                                                               

          U.S. and Foreign Taxes. Foreign taxes paid by the Portfolio may be
creditable or deductible by U.S. shareholders for U.S. income tax purposes. No  
assurance can be given that applicable tax laws and interpretations will not    
change in the future. Moreover, non-U.S. investors may not be able to credit or 
deduct such foreign taxes. Investors should review carefully the information    
discussed under the heading "Dividends, Distributions and Taxes", below, and    
should discuss with their tax advisers the specific tax consequences of         
investing in the Portfolio.                                                     

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO                              

         Securities of Non-U.S.(foreign) Issuers. The Portfolio invests in
the securities of non-U. S. companies. For a general discussion on securities of
foreign issuers, including the risks involved in investing in securities of     
foreign issuers, see "Description of Investment Practices and Other Investment  
Policies", below.                                                               

           Options. The Portfolio may write and purchase call and put options.
For a general discussion on options, see "Description of Investment Practices   
and Other Investment Policies", below.                                          

          Options on Foreign Currencies. The Portfolio may purchase and sell
call options and purchase put options on foreign currencies traded on securities
exchanges or boards of trade (foreign and domestic) or over-the-counter. For a  
general discussion on options on foreign currencies, see "Description of        
Investment Practices and Other Investment Policies", below.                     

       Options on Securities Indices. The Portfolio also may invest in
options on securities indices. For a general discussion of options on securities
indices, see "Description of Investment Practices and Other Investment          
Policies", below.                                                               

   Rights and Warrants. The Portfolio may invest in rights and
warrants. For a general discussion on rights and warrants, see "Description of  
Investment Practices and Other Investment Policies", below.                     

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO                                    

      Special Situations. The Portfolio intends to invest in special
situations from time to time. For a general discussion on special situations,   
see "Description of Investment Practices and Other Investment Policies", below. 

          Short Sales. The Portfolio may only make short sales of securities
against the box. For a general discussion on short sales, see "Description of   
Investment Practices and Other Investment Policies", below.                     

         Puts and Calls. The Portfolio may write and purchase call and put
options. The Portfolio may purchase and sell put and call options written by    
others, combinations thereof, or similar options. There are markets for put and 
call options written by others, and the Portfolio may from time to time sell or 
purchase such options in such markets. If an option is not sold and is permitted
to expire without being exercised, its premium would be lost by the Portfolio.  
For a general discussion of put and call options, see "Description of Investment
Practices and Other Investment Policies", below.                                

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO                              

           The Portfolio may invest in debt securities rated BBB- or higher by
S&P or Baa3 or higher by Moody's or, if not rated, of equivalent credit quality 
as determined by the Adviser. The Portfolio expects that it will not retain a   
debt security that is downgraded below BBB- or Baa3 or, if unrated, determined  
by the Adviser to have undergone similar credit quality deterioration,          
subsequent to purchase by the Portfolio.                                        

       Convertible Securities. The Portfolio may invest in convertible
securities of issuers whose common stocks are eligible for purchase by the      
Portfolio under the investment policies described above. For a general          
discussion on convertible securities, see "Description of Investment Practices  
and Other Investment Policies", below.                                          

Forward Commitments. The Portfolio may invest in forward
commitments. For a general discussion of forward commitments, see "Description  
of Investment Practices and Other Investment Policies", below.                  

          Standby Commitment Agreements. The Portfolio may invest in standby
commitment agreements. For a general discussion on standby commitment           
agreements, see "Description of Investment Practices and Other Investment       
Policies", below.                                                               

      Repurchase Agreements. The Portfolio may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the    
Federal Reserve System or primary dealers (as designated by the Federal Reserve 
Bank of New York) in such securities. There is no percentage restriction on the 
Portfolio's ability to enter into repurchase agreements. For a general          
discussion of repurchase agreements, see "Description of Investment Practices   
and Other Investment Policies", below.                                          

           Short Sales. The Portfolio may invest in short sales. For a general
discussion of short sales, see "Description of Investment Practices and Other   
Investment Policies", below.                                                    

   Rights and Warrants. The Portfolio may invest in rights and
warrants. For a general discussion on rights and warrants, see "Description of  
Investment Practices and Other Investment Policies", below.                     

Risk Factors Associated With the Real Estate Industry                           
-----------------------------------------------------                           

    REITS. Investing in real estate investment trusts, or REITs,
involves certain unique risks in addition to those risks associated with        
investing in the real estate industry in general. Equity REITs may be affected  
by changes in the value of the underlying property owned by the REITs, while    
mortgage REITs may be affected by the quality of any credit extended. REITs are 
dependent upon management skills, are not diversified, and are subject to heavy 
cash flow dependency, default by borrowers and self-liquidation. REITs are also 
subject to the possibilities of failing to qualify for tax-free pass-through of 
income under the Code and failing to maintain their exemptions from registration
under the 1940 Act.                                                             

           REITs (especially mortgage REITs) also are subject to interest rate
risks. When interest rates decline, the value of a REIT's investment in fixed   
rate obligations can be expected to rise. Conversely, when interest rates rise, 
the value of a REIT's investment in fixed rate obligations can be expected to   
decline. In contrast, as interest rates on adjustable rate mortgage loans are   
reset periodically, yields on a REIT's investments in such loans will gradually 
align themselves to reflect changes in market interest rates, causing the value 
of such investments to fluctuate less dramatically in response to interest rate 
fluctuations than would investments in fixed rate obligations.                  

          Investing in REITs involves risks similar to those associated with
investing in small capitalization companies. REITs may have limited financial   
resources, may trade less frequently and in a limited volume and may be subject 
to more abrupt or erratic price movements than larger company securities.       
Historically, small capitalization stocks, such as REITs, have been more        
volatile in price than the larger capitalization stocks included in the S&P 500.

        General. Although the Portfolio does not invest directly in real
estate, it invests primarily in Real Estate Equity Securities and has a policy  
of concentration of its investments in the real state industry. Therefore, an   
investment in the Portfolio is subject to certain risks associated with the     
direct ownership of real estate and with the real estate industry in general.   
These risks include, among others: possible declines in the value of real       
estate; risks related to general and local economic conditions; possible lack of
availability of mortgage funds; overbuilding; extended vacancies of properties; 
increases in competition, property taxes and operating expenses; changes in     
zoning laws; costs resulting from the clean-up of, and liability to third       
parties for damages resulting from, environmental problems; casualty or         
condemnation losses; uninsured damages from floods, earthquakes or other natural
disasters; limitations on and variations in rents; and changes in interest      
rates. To the extent that assets underlying the Portfolio's investments are     
concentrated geographically, by property type or in certain other respects, the 
Portfolio may be subject to certain of the foregoing risks to a greater extent. 

           In addition, if the Portfolio receives rental income or income from
the disposition of real property acquired as a result of a default on securities
the Portfolio owns, the receipt of such income may adversely affect the         
Portfolio's ability to retain its tax status as a regulated investment company. 
Investments by the Portfolio in securities of companies providing mortgage      
servicing will be subject to the risks associated with refinancings and their   
impact on servicing rights.                                                     

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO                                 
ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO                                 
ALLIANCEBERNSTEIN VALUE PORTFOLIO                                               

        Currency Swaps. The Portfolios may enter into currency swaps for
hedging purposes. For a general discussion on currency swaps, see "Description  
of Investment Practices and other Investment Policies", below.                  

          Forward Commitments and When-Issued Securities. The Portfolios may
enter into forward commitments for the purchase or sale of securities. Such     
transactions may include purchases on a "when-issued" basis or purchases or     
sales on a "delayed delivery" basis. A Portfolio's right to receive or deliver a
security under a forward commitment may be sold prior to the settlement date,   
but a Portfolio will enter into forward commitments only with the intention of  
actually receiving or delivering the securities, as the case may be. For        
additional information on forward commitments and when-issued securities, see   
"Description of Investment Practices and Other Investment Policies", below.     

           Forward Currency Exchange Contracts. Each Portfolio may purchase or
sell forward currency exchange contracts to attempt to minimize the risk to the 
Portfolio of adverse changes in the relationship between the U.S. Dollar and    
foreign currencies. For a general discussion on forward currency exchange       
contracts, see "Description of Investment Practices and Other Investment        
Policies", below.                                                               

         Convertible Securities. The AllianceBernstein Value Portfolio may
invest in convertible securities of issuers whose common stocks are eligible for
purchase by the Portfolio under its investment policies described in the        
Portfolio's prospectus. For a general discussion on convertible securities, see 
"Description of Investment Practices and Other Investment Policies", below.     

            Options. Each Portfolio may purchase put and call options written by
others and write covered put and call options overlying the types of securities 
in which the Portfolio may invest. For a general discussion on put and call     
options, see "Description of Investment Practices and Other Investment          
Policies", below.                                                               

          Options on Securities Indices. Each Portfolio may purchase put and
call options and write covered put and call options on securities indices for   
the purpose of hedging against the risk of unfavorable price movements adversely
affecting the value of a Portfolio's securities or securities it intends to     
purchase. For a general discussion on options on securities indices, see        
"Description of Investment Practices and Other Investment Policies", below.     

            Options on Foreign Currencies. The Portfolios may purchase and write
put and call options on foreign currencies for the purpose of protecting against
declines in the U.S. Dollar value of foreign currency-denominated portfolio     
securities and against increases in the U.S. Dollar cost of such securities to  
be acquired.                                                                    

        For additional information on options on foreign currencies, see
"Description of Investment Practices and Other Investment Policies", below.     

          Futures Contracts and Options on Futures Contracts. The Portfolios
may purchase and sell futures contracts and related options on debt securities  
and on indices of debt securities to hedge against anticipated changes in       
interest rates that might otherwise have an adverse effect on the value of its  
assets or assets it intends to acquire. Each Portfolio may also enter into      
futures contracts and related options on foreign currencies in order to limit   
its exchange rate risk. For additional information on futures contracts and     
options on futures contracts, see "Description of Investment Practices and Other
Investment Policies", below.                                                    

       Repurchase Agreements. The Portfolios may enter into repurchase
agreements pertaining to U.S. Government Securities with member banks of the    
Federal Reserve System or "primary dealers" (as designated by the Federal       
Reserve Bank of New York) in such securities. There is no percentage restriction
on the Portfolios' ability to enter into repurchase agreements. Currently, each 
Portfolio intends to enter into repurchase agreements only with the Fund's      
custodian and such primary dealers. For a general discussion on repurchase      
agreements, see "Description of Investment Practices and Other Investment       
Policies", below.                                                               

    Rights and Warrants. The Portfolios may invest in rights and
warrants but will do so only if the equity securities themselves are deemed     
appropriate by the Adviser for inclusion in the Portfolios' investment          
portfolio. For further discussion on rights and warrants, see "Description of   
Investment Practices and Other Investment Policies", below.                     

         Risks of Investments in Securities of Non-U.S. (foreign) Issuers.
For a general discussion on the risks involved in investments in securities of  
foreign issuers, see "Description of Investment Practices and Other Investment  
Policies", below. The Portfolios may purchase securities of foreign issuers     
directly, as well as through depository receipts.                               

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO                            

    The Portfolio may invest in emerging market debt securities.
Investments in emerging markets may be significantly more volatile and returns  
may differ substantially from investments in U.S. debt securities generally.    
Market changes or other factors affecting emerging markets, including political 
instability and unpredictable economic conditions, may have a significant effect
on the value of the Portfolios' investments in emerging market debt securities. 

         Stripped Mortgage-Related Securities. The Portfolio may invest in
stripped mortgage-related securities, or SMRS. For a general discussion of      
mortgage-related securities, including SMRS, see "Description of Investment     
Practices and Other Investment Policies - Mortgage-Related Securities", below.  

      Repurchase Agreements. The Portfolio may enter into repurchase
agreements. For a general discussion of repurchase agreements, see "Description 
of Investment Practices and Other Investment Policies", below.                  

   Description of Certain Money Market Securities in Which the
Portfolio May Invest. The Portfolio may invest in the following money market    
securities: certificates of deposit, bankers' acceptances, bank time deposits,  
commercial paper and variable notes. For information on these types of          
securities, see "Description of Investment Practices and Other Investment       
Policies", below.                                                               

   Rights and Warrants. The Portfolio may invest in rights and
warrants. For a general discussion on rights and warrants, see "Description of  
Investment Practices and Other Investment Policies", below.                     

         Asset-Backed Securities. The Portfolio may invest in asset-backed
securities. For a general discussion on asset-backed securities, see            
"Description of Investment Practices and Other Investment Policies", below.     

            Forward Commitments and When-Issued and Delayed Delivery Securities.
The Portfolio may enter into forward commitments for the purchase of securities 
and may purchase securities on a "when-issued" or "delayed delivery" basis. For 
additional information on forward commitments and when-issued and delayed       
delivery securities, see "Description of Investment Practices and Other         
Investment Policies", below.                                                    

            Options on Securities. The Portfolio may write and purchase call and
put options on securities. The Portfolio intends to write only covered options. 
The Portfolio may also write combinations of put and call options on the same   
security, known as "straddles," with the same exercise and expiration date. For 
additional information regarding options on securities, see "Description of     
Investment Practices and Other Investment Policies", below.                     

     Options on Securities Indices. The Portfolio may write (sell)
covered call and put options and purchase call and put options on securities    
indices. For further information on options on securities indices, see          
"Description of Investment Practices and Other Investment Policies", below.     

     Futures Contracts. The Portfolio may enter into interest rate
futures contracts, index futures contracts and foreign currency futures         
contracts. For a general discussion of futures contracts, see "Description of   
Investment Practices and Other Investment Policies", below.                     

           Options on Futures Contracts. The Portfolio may purchase options on
futures contracts for hedging purposes instead of purchasing or selling the     
underlying futures contracts. For a general discussion on options on futures    
contracts, see "Description of Investment Practices and Other Investment        
Policies", below.                                                               

        Synthetic Foreign Equity Securities. The Portfolio may invest in
synthetic foreign equity securities. For a general discussion on these          
transactions, see "Synthetic Foreign Equity Securities", below.                 

         Forward Currency Exchange Contracts. The Portfolio may enter into
forward currency exchange contracts to attempt to minimize the risk to the      
Portfolio from adverse changes in the relationship between the U.S. Dollar and  
foreign currencies. For additional information about forward currency exchange  
contracts, see "Description of Investment Practices and Other Investment        
Policies", below.                                                               

           Options on Foreign Currencies. The Portfolio may purchase and write
options on foreign currencies for hedging purposes or to increase return. For   
additional information on options on foreign currencies, see "Description of    
Investment Practices and Other Investment Policies", below.                     

INVESTMENT RESTRICTIONS                                                         

 Fundamental Investment Policies. The following investment
restrictions, which are applicable to each of the Portfolios, supplement those  
set forth above and may not be changed without shareholder approval. The term   
"shareholder approval" generally means (1) the vote of 67% or more of the shares
of that Portfolio represented at a meeting at which more than 50% of the        
outstanding shares are represented or (2) more than 50% of the outstanding      
shares of that Portfolio, whichever is less. A Portfolio may not:               

          (a) concentrate investments in an industry as concentration may be
defined under the 1940 Act or the rules and regulations thereunder (as such     
statute, rules or regulations may be amended from time to time) or by guidance  
regarding, interpretations of, or exemptive orders under, the 1940 Act or the   
rules or regulations thereunder published by appropriate regulatory             
authorities;(1)                                                                 

--------                                                                        
(1)   For AllianceBernstein Money Market Portfolio, this limitation does not    
 apply to investments in securities issued or guaranteed by the United
   States Government, its agencies or instrumentalities or certificates of
deposit and bankers' acceptances issued or guaranteed by, or        
interest-bearing savings deposits maintained at, banks and savings  
  institutions and loan associations (including foreign branches of U.S.
banks and U.S. branches of foreign banks).                          

AllianceBernstein Real Estate Investment Portfolio has not adopted  
policies to concentrate investments in any one industry. Although it
      invests generally in the real estate industry sector, the primary economic
     characteristics of companies in this sector are materially different. For
  example, AllianceBernstein Real Estate Investment Portfolio invests in
equity and mortgage REITs, each of which seeks different types of   
    investments. Equity REITS invest directly in real estate properties, and
     mortgage REITs make loans to real estate owners and purchase mortgages on
      real estate. In addition, there are many different types of REITs in which
     AllianceBernstein Real Estate Investment Portfolio may invest, including,
   for example, those that invest in shopping malls, industrial and office
  buildings, apartments, warehouses, lodging and hotels, and health care
facilities. REITs may also invest in specific regions, states, or   
  countries. Foreign REITs or other non-U.S. real estate investments may
have significantly different characteristics than those in the U.S. 

          (b) issue any senior security (as that term is defined in the 1940
Act) or borrow money, except to the extent permitted by the 1940 Act or the     
rules and regulations thereunder (as such statute, rules or regulations may be  
amended from time to time) or by guidance regarding, or interpretations of, or  
exemptive orders under, the 1940 Act or the rules or regulations thereunder     
published by appropriate regulatory authorities. For purposes of this           
restriction, margin and collateral arrangements, including, for example, with   
respect to permitted borrowings, options, futures contracts, options on futures 
contracts and other derivatives such as swaps are not deemed to involve the     
issuance of a senior security;                                                  

          (c) make loans except through (i) the purchase of debt obligations
in accordance with its investment objective and policies; (ii) the lending of   
portfolio securities; (iii) the use of repurchase agreements; or (iv) the making
of loans to affiliated funds as permitted under the 1940 Act, the rules and     
regulations thereunder (as such statutes, rules or regulations may be amended   
from time to time), or by guidance regarding, and interpretations of, or        
exemptive orders under, the 1940 Act;                                           

           (d) purchase or sell real estate except that it may dispose of real
estate acquired as a result of the ownership of securities or other instruments.
This restriction does not prohibit a Portfolio from investing in securities or  
other instruments backed by real estate or in securities of companies engaged in
the real estate business;                                                       

           (e) purchase or sell commodities regulated by the Commodity Futures
Trading Commission (the "CFTC") under the Commodity Exchange Act or commodities 
contracts except for futures contracts and options on futures contracts; or     

            (f) act as an underwriter of securities, except that a Portfolio may
acquire restricted securities under circumstances in which, if such securities  
were sold, the Portfolio might be deemed to be an underwriter for purposes of   
the Securities Act.                                                             

            As a fundamental policy, each Portfolio is diversified (as that term
is defined in the 1940 Act).(2) This means that at least 75% of the Portfolio's 
assets consist of:                                                              

o     Cash or cash items;                               

o     Government securities;                            

o     Securities of other investment companies; and     

           o     Securities of any one issuer that represent not more than 10%
             of the outstanding voting securities of the issuer of the
              securities and not more than 5% of the total assets of the
Portfolio.                                  

--------                                                                        
(2)   As a matter of operating policy, pursuant to Rule 2a-7, the               
   AllianceBernstein Money Market Portfolio will invest no more than 5% of
    its assets in the first tier (as defined in Rule 2a-7) securities of any
   one issuer, except that under Rule 2a-7, the Portfolio may invest up to
   25% of its total assets in the first tier securities of a single issuer
  for a period of up to three business days. This policy with respect to
diversification would give the Portfolio the ability to invest, with
respect to 25% of its assets, more than 5% of its assets, in any one
issuer only in the event rule 2a-7 is amended in the future.        

Non-Fundamental Investment Policy                                               
---------------------------------                                               

           Each Portfolio may not purchase securities on margin, except (i) as
otherwise provided under rules adopted by the Securities and Exchange Commission
(the "Commission") under the 1940 Act or by guidance regarding the 1940 Act, or 
interpretations thereof, and (ii) that the Portfolio may obtain such short-term 
credits as are necessary for the clearance of portfolio transactions, and the   
Portfolio may make margin payments in connection with futures contracts,        
options, forward contracts, swaps, caps, floors, collars and other financial    
instruments.                                                                    

--------------------------------------------------------------------------------

DESCRIPTION OF INVESTMENT PRACTICES 
AND OTHER INVESTMENT POLICIES 

--------------------------------------------------------------------------------

       This section describes the Portfolios' investment practices and
associated risks, as well as certain other investment policies. Unless otherwise
noted, a Portfolio's use of any of these practices is specified in "Investment  
Polices and Restrictions," above.                                               

Certificates Of Deposit, Bankers' Acceptances and Bank Time Deposits            
--------------------------------------------------------------------            

         Certificates of deposit are receipts issued by a bank in exchange
for the deposit of funds. The issuer agrees to pay the amount deposited plus    
interest to the bearer of the receipt on the date specified on the certificate. 
The certificate usually can be traded in the secondary market prior to maturity.

   Bankers' acceptances typically arise from short-term credit
arrangements designed to enable businesses to obtain funds to finance commercial
transactions. Generally, an acceptance is a time draft drawn on a bank by an    
exporter or an importer to obtain a stated amount of funds to pay for specific  
merchandise. The draft is then accepted by another bank that, in effect,        
unconditionally guarantees to pay the face value of the instrument on its       
maturity date. The acceptance may then be held by the accepting bank as an      
earning asset or it may be sold in the secondary market at the going rate of    
discount for a specific maturity. Although maturities for acceptances can be as 
long as 270 days, most maturities are six months or less.                       

      Bank time deposits are funds kept on deposit with a bank for a
stated period of time in an interest bearing account. At present, bank time     
deposits maturing in more than seven days are not considered by the Adviser to  
be readily marketable.                                                          

Commercial Paper                                                                
----------------                                                                

            Commercial paper consists of short-term (usually from 1 to 270 days)
unsecured promissory notes issued by entities in order to finance their current 
operations.                                                                     

Convertible Securities                                                          
----------------------                                                          

         Convertible securities include bonds, debentures, corporate notes
and preferred stocks that are convertible at a stated exchange rate into common 
stock. Prior to their conversion, convertible securities have the same general  
characteristics as non-convertible debt securities that provide a stable stream 
of income with yields that are generally higher than those of equity securities 
of the same or similar issuers. The market value of convertible securities tends
to decline as interest rates increase and, conversely, to increase as interest  
rates decline. While convertible securities generally offer lower interest      
yields than non-convertible debt securities of similar quality, they offer      
investors the potential to benefit from increases in the market price of the    
underlying common stock.                                                        

          When the market price of the common stock underlying a convertible
security increases, the price of the convertible security increasingly reflects 
the value of the underlying common stock and may rise accordingly. As the market
price of the underlying common stock declines, the convertible security tends to
trade increasingly on a yield basis, and thus may not depreciate to the same    
extent as the underlying common stock. Convertible securities rank senior to    
common stocks in an issuer's capital structure. They are consequently of higher 
quality and entail less risk than the issuer's common stock, although the extent
to which such risk is reduced depends in large measure upon the degree to which 
the convertible security sells above its value as a fixed-income security.      
Convertible debt securities that are rated Baa or lower by Moody's or BBB or    
lower by S&P or Fitch and comparable unrated securities as determined by the    
Adviser may share some or all of the risks of non-convertible debt securities   
with those ratings.                                                             

Depositary Receipts                                                             
-------------------                                                             

          In addition to purchasing corporate securities of non-U.S. issuers
in overseas securities markets, the Portfolios may invest in American Depositary
Receipts ("ADRs"), European Depositary Receipts ("EDRs"), Global Depositary     
Receipts ("GDRs") or other securities representing securities of companies based
in countries other than the United States. Transactions in these securities may 
not necessarily be settled in the same currency as transactions in the          
securities into which they represent. Generally, ADRs, in registered form, are  
designed for use in the U.S. securities markets, EDRs, in bearer form, are      
designed for use in European securities markets and GDRs, in bearer form, are   
designed for use in two or more securities markets, such as Europe and Asia.    

ADRs are traded in the United States on exchanges or    
over-the-counter, are issued by domestic banks or trust companies and have      
readily available market quotations. ADRs do not lessen the foreign exchange    
risk inherent in investing in the securities of foreign issuers. However, by    
investing in ADRs rather than directly in stock of foreign issuers, the         
Portfolios can avoid currency risks which might occur during the settlement     
period for either purchases or sales.                                           

Derivatives                                                                     
-----------                                                                     

         Derivatives are financial contracts whose value depends on, or is
derived from, the value of an underlying asset, reference rate or index. Each   
Portfolio may, but is not required to, use derivatives for risk management      
purposes or as part of its investment practices. These assets, rates, and       
indices may include bonds, stocks, mortgages, commodities, interest rates,      
currency exchange rates, bond indices and stock indices. Derivatives may be (i) 
standardized, exchange-traded contracts or (ii) customized, privately negotiated
contracts. Exchange-traded derivatives tend to be more liquid and subject to    
less credit risk than those that are privately negotiated. A Portfolio may use  
derivatives to earn income and enhance returns, to hedge or adjust the risk     
profile of a portfolio and either to replace more traditional direct investments
or to obtain exposure to otherwise inaccessible markets.                        

       The four principal types of derivatives, which include options,
futures, forwards and swaps, as well as the methods in which they may be used by
a Portfolio, are described below. From the four principal types of derivative   
instruments, virtually any type of derivative transaction can be created.       
Derivatives may be (i) standardized, exchange-traded contracts or (ii)          
customized, privately-negotiated contracts. Exchange-traded derivatives tend to 
be more liquid and subject to less credit risk than those that are privately    
negotiated.                                                                     

        Forward Contracts. A forward contract is a customized, privately
negotiated agreement for one party to buy, and the other party to sell, a       
specific quantity of an underlying commodity or other tangible asset for an     
agreed-upon price at a future date. A forward contract generally is settled by  
physical delivery of the commodity or other tangible asset underlying the       
forward contract to an agreed upon location at a future date (rather than       
settled by cash) or will be rolled forward into a new forward contract.         
Non-deliverable forwards ("NDFs") specify a cash payment upon maturity. NDFs are
normally used when the market for physical settlement of the currency is        
underdeveloped, heavily regulated or highly taxed.                              

     Futures Contracts and Options on Futures Contracts. A futures
contract is an agreement that obligates the buyer to buy and the seller to sell 
a specified quantity of an underlying asset (or settle for cash the value of a  
contract based on an underlying asset, rate or index) at a specific price on the
contract maturity date. Options on futures contracts are options that call for  
the delivery of futures contracts upon exercise. Futures contracts are          
standardized, exchange-traded instruments and are fungible (i.e., considered to 
be perfect substitutes for each other). This fungibility allows futures         
contracts to be readily offset or cancelled through the acquisition of equal but
opposite positions, which is the primary method in which futures contracts are  
liquidated. A cash-settled futures contract does not require physical delivery  
of the underlying asset but instead is settled for cash equal to the difference 
between the values of the contract on the date it is entered into and its       
maturity date.                                                                  

          Options. An option, which may be standardized and exchange-traded,
or customized and privately negotiated, is an agreement that, for a premium     
payment or fee, gives the option holder (the buyer) the right but not the       
obligation to buy (a "call") or sell (a "put") the underlying asset (or settle  
for cash an amount based on an underlying asset, rate or index) at a specified  
price (the exercise price) during a period of time or on a specified date.      
Likewise, when an option is exercised the writer of the option is obligated to  
sell (in the case of a call option) or to purchase (in the case of a put option)
the underlying asset (or settle for cash an amount based on an underlying asset,
rate or index). Investments in options are considered speculative. A Portfolio  
may lose the premium paid for them if the price of the underlying security or   
other asset decreased or remained the same (in the case of a call option) or    
increased or remained the same (in the case of a put option). If a put or call  
option purchased by a Portfolio were permitted to expire without being sold or  
exercised, its premium would represent a loss to the Portfolio.                 

          Swaps. A swap is a customized, privately negotiated agreement that
obligates two parties to exchange a series of cash flows at specified intervals 
(payment dates) based upon or calculated by reference to changes in specified   
prices or rates (interest rates in the case of interest rate swaps, currency    
exchange rates in the case of currency swaps) for a specified amount of an      
underlying asset (the "notional" principal amount). The payment flows are netted
against each other, with the difference being paid by one party to the other.   
Except for currency swaps, the notional principal amount is used solely to      
calculate the payment streams but is not exchanged. With respect to currency    
swaps, actual principal amounts of currencies may be exchanged by the           
counterparties at the initiation, and again upon the termination, of the        
transaction. Swap transactions also include credit default swaps in which one   
party pays a periodic fee, typically expressed in basis points on a notational  
amount, in return for a contingent payment by the counterparty following a      
credit event in a specific debt obligation or obligations. A credit event is    
typically a default and the contingent payment may be a cash settlement or by   
physical delivery of the reference obligation in return for payment of its face 
amount.                                                                         

  Risks of Derivatives. Investment techniques employing such
derivatives involve risks different from, and, in certain cases, greater than,  
the risks presented by more traditional investments. Following is a general     
discussion of important risk factors and issues concerning the use of           
derivatives that investors should understand in considering the proposed        
amendment of a Portfolio's investment policies.                                 

 -- Market Risk. This is the general risk attendant to all
            investments that the value of a particular investment will change in
a way detrimental to a Portfolio's interest.            

      -- Management Risk. Derivative products are highly specialized
        instruments that require investment techniques and risk analyses
           different from those associated with stocks and bonds. The use of a
       derivative requires an understanding not only of the underlying
            instrument but also of the derivative itself, without the benefit of
      observing the performance of the derivative under all possible
   market conditions. In particular, the use and complexity of
           derivatives require the maintenance of adequate controls to monitor
            the transactions entered into, the ability to assess the risk that a
      derivative adds to a Portfolio's investment portfolio, and the
          ability to forecast price, interest rate or currency exchange rate
movements correctly.                                    

          -- Credit Risk. This is the risk that a loss may be sustained by a
  Portfolio as a result of the failure of another party to a
           derivative (usually referred to as a "counterparty") to comply with
 the terms of the derivative contract. The credit risk for
        exchange-traded derivatives is generally less than for privately
            negotiated derivatives, since the clearinghouse, which is the issuer
      or counterparty to each exchange-traded derivative, provides a
        guarantee of performance. This guarantee is supported by a daily
  payment system (i.e., margin requirements) operated by the
           clearinghouse in order to reduce overall credit risk. For privately
   negotiated derivatives, there is no similar clearing agency
           guarantee. Therefore, a Portfolio considers the creditworthiness of
            each counterparty to a privately negotiated derivative in evaluating
potential credit risk.                                  

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

           -- Leverage Risk. Since many derivatives have a leverage component,
           adverse changes in the value or level of the underlying asset, rate
           or index can result in a loss substantially greater than the amount
            invested in the derivative itself. In the case of swaps, the risk of
         loss generally is related to a notional principal amount, even if
 the parties have not made any initial investment. Certain
            derivatives have the potential for unlimited loss, regardless of the
size of the initial investment.                         

          -- Risk of Potential Governmental Regulation of Derivatives. It is
          possible that government regulation of various types of derivative
        instruments, including futures and swap agreements, may limit or
          prevent the Portfolio from using such instruments as a part of its
            investment strategy. The U.S. Congress has held hearings and various
            legislations have been introduced related to the futures markets and
          swap market participants. In addition, the CFTC and the Commission
           are considering various regulatory initiatives. It is possible that
           this legislative and regulatory activity could potentially limit or
       completely restrict the ability of the Portfolio to use certain
    derivative instruments. Limits or restrictions applicable to
    counterparties with whom the Portfolio engages in derivative
            transactions could also prevent the Portfolio from engaging in these
transactions.                                           

            -- Other Risks. Other risks in using derivatives include the risk of
            mispricing or improper valuation of derivatives and the inability of
            derivatives to correlate perfectly with underlying assets, rates and
     indices. Many derivatives, in particular privately negotiated
        derivatives, are complex and often valued subjectively. Improper
       valuations can result in increased cash payment requirements to
            counterparties or a loss of value to a Portfolio. Derivatives do not
           always perfectly or even highly correlate or track the value of the
    assets, rates or indices they are designed to closely track.
           Consequently, a Portfolio's use of derivatives may not always be an
        effective means of, and sometimes could be counterproductive to,
furthering the Portfolio's investment objective.        

      Use of Options, Futures, Forwards and Swaps by the Portfolios.
      --------------------------------------------------------------

           -- Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a   
specific amount of a currency for an agreed upon price at a future date. Forward
currency exchange contracts are customized, privately negotiated agreements     
designed to satisfy the objectives of each party. A forward currency exchange   
contract usually results in the delivery of the underlying asset upon maturity  
of the contract in return for the agreed upon payment. NDFs specify a cash      
payment upon maturity. NDFs are normally used when the market for physical      
settlement of the currency is underdeveloped, heavily regulated or highly taxed.

          A Portfolio will enter into forward currency exchange contracts to
attempt to minimize the risk to the Portfolio from adverse changes in the       
relationship between the U.S. Dollar and other currencies. A Portfolio may      
purchase or sell forward currency exchange contracts for hedging purposes       
similar to those described below in connection with its transactions in foreign 
currency futures contracts. A Portfolio may also purchase or sell forward       
currency exchange contracts for non-hedging purposes as direct investments in   
foreign currencies, as described below under "Currency Transactions".           

          If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in 
the cost of securities to be acquired may be offset, at least in part, by       
profits on the forward currency exchange contract. Nevertheless, by entering    
into such forward currency exchange contracts, a Portfolio may be required to   
forego all or a portion of the benefits which otherwise could have been obtained
from favorable movements in exchange rates.                                     

            A Portfolio may also use forward currency exchange contracts to seek
to increase total return when the Adviser 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. For example, a Portfolio may enter into a foreign currency       
exchange contract to purchase a currency if the Adviser expects the currency to 
increase in value. The Portfolio would recognize a gain if the market value of  
the currency is more than the contract value of the currency at the time of     
settlement of the contract. Similarly, a Portfolio may enter into a foreign     
currency exchange contract to sell a currency if the Adviser expects the        
currency to decrease in value. The Portfolio would recognize a gain if the      
market value of the currency is less than the contract value of the currency at 
the time of settlement of the contract.                                         

          The cost of engaging in forward currency exchange contracts varies
with such factors as the currencies involved, the length of the contract period 
and the market conditions then prevailing. Since transactions in foreign        
currencies are usually conducted on a principal basis, no fees or commissions   
are involved. A Portfolio will segregate and mark to market liquid assets in an 
amount at least equal to the Portfolio's obligations under any forward currency 
exchange contracts.                                                             

         -- Options on Securities. A Portfolio may write and purchase call
and put options on securities. In purchasing an option on securities, the       
Portfolio would be in a position to realize a gain if, during the option period,
the price of the underlying securities increased (in the case of a call) or     
decreased (in the case of a put) by an amount in excess of the premium paid;    
otherwise the Portfolio would experience a loss not greater than the premium    
paid for the option. Thus, a Portfolio would realize a loss if the price of the 
underlying security declined or remained the same (in the case of a call) or    
increased or remained the same (in the case of a put) or otherwise did not      
increase (in the case of a put) or decrease (in the case of a call) by more than
the amount of the premium. If a put or call option purchased by a Portfolio were
permitted to expire without being sold or exercised, its premium would represent
a loss to the Portfolio.                                                        

           A Portfolio may write a put or call option in return for a premium,
which is retained by the Portfolio whether or not the option is exercised. A    
Portfolio will not write uncovered call or put options on securities. A call    
option written by a Portfolio is "covered" if the Portfolio owns the underlying 
security, has an absolute and immediate right to acquire that security upon     
conversion or exchange of another security it holds, or holds a call option on  
the underlying security with an exercise price equal to or less than of the call
option it has written. A put option written by a Portfolio is covered if the    
Portfolio holds a put option on the underlying securities with an exercise price
equal to or greater than of the put option it has written.                      

            In contrast to other types of options, options on the yield "spread"
or yield differential between two securities are based on the difference between
the yields of designated securities. A Portfolio may also write combinations of 
put and call options on the same security, known as "straddles," with the same  
exercise and expiration date. By writing a straddle, a Portfolio undertakes a   
simultaneous obligation to sell and purchase the same security in the event that
one of the options is exercised. If the price of the security subsequently rises
above the exercise price, the call will likely be exercised and a Portfolio will
be required to sell the underlying security at or below market price. This loss 
may be offset, however, in whole or part, by the premiums received on the       
writing of the two options. Conversely, if the price of the security declines by
a sufficient amount, the put will likely be exercised. The writing of straddles 
will likely be effective, therefore, only where the price of the security       
remains stable and neither the call nor the put is exercised. In those instances
where one of the options is exercised, the loss on the purchase or sale of the  
underlying security may exceed the amount of the premiums received.             

       By writing a call option, a Portfolio limits its opportunity to
profit from any increase in the market value of the underlying security above   
the exercise price of the option. By writing a put option, a Portfolio assumes  
the risk that it may be required to purchase the underlying security for an     
exercise price above its then current market value, resulting in a capital loss 
unless the security subsequently appreciates in value. Where options are written
for hedging purposes, such transactions constitute only a partial hedge against 
declines in the value of portfolio securities or against increases in the value 
of securities to be acquired, up to the amount of the premium. A Portfolio may  
purchase put options to hedge against a decline in the value of portfolio       
securities. If such decline occurs, the put options will permit the Portfolio to
sell the securities at the exercise price or to close out the options at a      
profit. By using put options in this way, a Portfolio will reduce any profit it 
might otherwise have realized on the underlying security by the amount of the   
premium paid for the put option and by transaction costs.                       

            A Portfolio may purchase or write options on securities of the types
in which it is permitted to invest in privately negotiated (i.e.,               
over-the-counter) transactions. By writing a call option, the Portfolio limits  
its opportunity to profit from any increase in the market value of the          
underlying security above the exercise price of the option. By writing a put    
option, the Portfolio assumes the risk that it may be required to purchase the  
underlying security for an exercise price above its then current market value,  
resulting in a capital loss unless the security subsequently appreciates in     
value. Where options are written for hedging purposes, such transactions        
constitute only a partial hedge against declines in the value of portfolio      
securities or against increases in the value of securities to be acquired, up to
the amount of the premium. The Portfolio may purchase put options to hedge      
against a decline in the value of portfolio securities. If such decline occurs, 
the put options will permit the Portfolio to sell the securities at the exercise
price or to close out the options at a profit. By using put options in this way,
the Portfolio will reduce any profit it might otherwise have realized on the    
underlying security by the amount of the premium paid for the put option and by 
transaction costs.                                                              

          A Portfolio may purchase call options to hedge against an increase
in the price of securities that the Portfolio anticipates purchasing in the     
future. If such increase occurs, the call option will permit the Portfolio to   
purchase the securities at the exercise price, or to close out the options at a 
profit. The premium paid for the call option plus any transaction costs will    
reduce the benefit, if any, realized by a Portfolio upon exercise of the option,
and, unless the price of the underlying security rises sufficiently, the option 
may expire worthless to the Portfolio and the Portfolio will suffer a loss on   
the transaction to the extent of the premium paid.                              

      A Portfolio will effect such transactions only with investment
dealers and other financial institutions (such as commercial banks or savings   
and loan institutions) deemed creditworthy by the Adviser, and the Adviser has  
adopted procedures for monitoring the creditworthiness of such entities. Options
purchased or written in negotiated transactions may be illiquid and it may not  
be possible for the Portfolios to effect a closing transaction at a time when   
the Adviser believes it would be advantageous to do so.                         

            -- Options on Securities Indices. An option on a securities index is
similar to an option on a security except that, rather than taking or making    
delivery of a security at a specified price, an option on a securities index    
gives the holder the right to receive, upon exercise of the option, an amount of
cash if the closing level of the chosen index is greater than (in the case of a 
call) or less than (in the case of a put) the exercise price of the option.     

           A Portfolio may write (sell) call and put options and purchase call
and put options on securities indices.                                          

           If a Portfolio purchases put options on securities indices to hedge
its investments against a decline in the value of portfolio securities it will  
seek to offset a decline in the value of securities it owns through appreciation
of the put option. If the value of a Portfolio's investments does not decline as
anticipated, or if the value of the option does not increase, the Portfolio's   
loss will be limited to the premium paid for the option. The success of this    
strategy will largely depend on the accuracy of the correlation between the     
changes in value of the index and the changes in value of a Portfolio's security
holdings.                                                                       

           The purchase of call options on securities indices may be used by a
Portfolio to attempt to reduce the risk of missing a broad market advance, or an
advance in an industry or market segment, at a time when the Portfolio holds    
uninvested cash or short-term debt securities awaiting investment. When         
purchasing call options for this purpose, a Portfolio will also bear the risk of
losing all or a portion of the premium paid if the value of the index does not  
rise. The purchase of call options on stock indices when a Portfolio is         
substantially fully invested is a form of leverage, up to the amount of the     
premium and related transaction costs, and involves risks of loss and of        
increased volatility similar to those involved in purchasing call options on    
securities the Portfolio owns.                                                  

            -- Options on Foreign Currencies. A Portfolio may purchase and write
options on foreign currencies for hedging purposes. For example, a decline in   
the dollar value of a foreign currency in which portfolio securities are        
denominated will reduce the dollar value of such securities, even if their value
in the foreign currency remains constant. In order to protect against such      
diminutions in the value of portfolio securities, a Portfolio may purchase put  
options on the foreign currency. If the value of the currency does decline, the 
Portfolio will have the right to sell such currency for a fixed amount in       
dollars and could thereby offset, in whole or in part, the adverse effect on its
portfolio which otherwise would have resulted.                                  

           Conversely, where a rise in the dollar value of a currency in which
securities to be acquired are denominated is projected, thereby increasing the  
cost of such securities, a Portfolio may purchase call options thereon. The     
purchase of such options could offset, at least partially, the effects of the   
adverse movements in exchange rates. As in the case of other types of options,  
however, the benefit to a Portfolio from purchases of foreign currency options  
will be reduced by the amount of the premium and related transaction costs. In  
addition, where currency exchange rates do not move in the direction or to the  
extent anticipated, a Portfolio could sustain losses on transactions in foreign 
currency options which would require it to forego a portion or all of the       
benefits of advantageous changes in such rates.                                 

       A Portfolio may write options on foreign currencies for hedging
purposes or to increase return. For example, where a Portfolio anticipates a    
decline in the dollar value of foreign-denominated securities due to adverse    
fluctuations in exchange rates it could, instead of purchasing a put option,    
write a call option on the relevant currency. If the expected decline occurs,   
the option will most likely not be exercised, and the diminution in value of    
portfolio securities could be offset by the amount of the premium received.     

          Similarly, instead of purchasing a call option to hedge against an
anticipated increase in the dollar cost of securities to be acquired, a         
Portfolio could write a put option on the relevant currency, which, if rates    
move in the manner projected, will expire unexercised and allow the Portfolio to
hedge such increased cost up to the amount of the premium. As in the case of    
other types of options, however, the writing of a foreign currency option will  
constitute only a partial hedge up to the amount of the premium, and only if    
rates move in the expected direction. If this does not occur, the option may be 
exercised and a Portfolio will be required to purchase or sell the underlying   
currency at a loss which may not be offset by the amount of the premium. Through
the writing of options on foreign currencies, a Portfolio also may be required  
to forego all or a portion of the benefits which might otherwise have been      
obtained from favorable movements in exchange rates.                            

       In addition to using options for the hedging purposes described
above, a Portfolio may also invest in options of foreign currencies for         
non-hedging purposes as a means of making direct investments in foreign         
currencies. A Portfolio may use options on currency to seek to increase total   
return when the Adviser anticipates that a foreign currency will appreciate or  
depreciate in value but securities denominated in that security are not held by 
the Portfolio and do not present attractive investment opportunities. For       
example, a Portfolio may purchase call options in anticipation of an increase in
the market value of a currency. The Portfolio would ordinarily realize a gain   
if, during the option period, the value of such currency exceeded the sum of the
exercise price, the premium paid and transactions costs. Otherwise, the         
Portfolio would realize no gain or a loss on the purchase of the call option.   
Put options may be purchased by a Portfolio for the purpose of benefiting from a
decline in the value of a currency that the Portfolio does not own. The         
Portfolio would normally realize a gain if, during the option period, the value 
of the underlying currency decreased below the exercise price sufficiently to   
more than cover the premium and transaction costs. Otherwise, the Portfolio     
would realize no gain or loss on the purchase of the put option. For additional 
information on the use of options on foreign currencies for non-hedging         
purposes, see "Currency Transactions" below.                                    

Special Risks Associated with Options on Currency. An   
exchange-traded options position may be closed out only on an options exchange  
that provides a secondary marker for an option of the same series. Although a   
Portfolio will generally purchase or sell options for which there appears to be 
an active secondary market, there is no assurance that a liquid secondary market
on an exchange will exist for any particular option, or at any particular time. 
For some options, no secondary market on an exchange may exist. In such event,  
it might not be possible to effect closing transactions in particular options,  
with the result that a Portfolio would have to exercise its options in order to 
realize any profit and would incur transaction costs on the sale of the         
underlying currency.                                                            

      -- Futures Contracts and Options on Futures Contracts. Futures
contracts that a Portfolio may buy and sell may include futures contracts on    
fixed-income or other securities, and contracts based on interest rates, foreign
currencies or financial indices, including any index of U.S. Government         
securities. A Portfolio may purchase or sell futures contracts and options      
thereon to hedge against changes in interest rates, securities (through index   
futures or options) or currencies.                                              

         Interest rate futures contracts are purchased or sold for hedging
purposes to attempt to protect against the effects of interest rate changes on a
Portfolio's current or intended investments in fixed-income securities. For     
example, if a Portfolio owned long-term bonds and interest rates were expected  
to increase, that Portfolio might sell interest rate futures contracts. Such a  
sale would have much the same effect as selling some of the long-term bonds in  
that Portfolio's portfolio. However, since the futures market is more liquid    
than the cash market, the use of interest rate futures contracts as a hedging   
technique allows a Portfolio to hedge its interest rate risk without having to  
sell its portfolio securities. If interest rates were to increase, the value of 
the debt securities in the portfolio would decline, but the value of that       
Portfolio's interest rate futures contracts would be expected to increase at    
approximately the same rate, thereby keeping the net asset value ("NAV") of that
Portfolio from declining as much as it otherwise would have. On the other hand, 
if interest rates were expected to decline, interest rate futures contracts     
could be purchased to hedge in anticipation of subsequent purchases of long-term
bonds at higher prices. Because the fluctuations in the value of the interest   
rate futures contracts should be similar to those of long-term bonds, a         
Portfolio could protect itself against the effects of the anticipated rise in   
the value of long-term bonds without actually buying them until the necessary   
cash becomes available or the market has stabilized. At that time, the interest 
rate futures contracts could be liquidated and that Portfolio's cash reserves   
could then be used to buy long-term bonds on the cash market.                   

            A Portfolio may purchase and sell foreign currency futures contracts
for hedging purposes in order to protect against fluctuations in currency       
exchange rates. Such fluctuations could reduce the dollar value of portfolio    
securities denominated in foreign currencies, or increase the cost of           
foreign-denominated securities to be acquired, even if the value of such        
securities in the currencies in which they are denominated remains constant. A  
Portfolio may sell futures contracts on a foreign currency, for example, when it
holds securities denominated in such currency and it anticipates a decline in   
the value of such currency relative to the dollar. If such a decline were to    
occur, the resulting adverse effect on the value of foreign-denominated         
securities may be offset, in whole or in part, by gains on the futures          
contracts. However, if the value of the foreign currency increases relative to  
the dollar, a Portfolio's loss on the foreign currency futures contract may or  
may not be offset by an increase in the value of the securities because a       
decline in the price of the security stated in terms of the foreign currency may
be greater than the increase in value as a result of the change in exchange     
rates.                                                                          

          Conversely, a Portfolio could protect against a rise in the dollar
cost of foreign-denominated securities to be acquired by purchasing futures     
contracts on the relevant currency, which could offset, in whole or in part, the
increased cost of such securities resulting from a rise in the dollar value of  
the underlying currencies. When a Portfolio purchases futures contracts under   
such circumstances, however, and the price in dollars of securities to be       
acquired instead declines as a result of appreciation of the dollar, the        
Portfolio will sustain losses on its futures position which could reduce or     
eliminate the benefits of the reduced cost of portfolio securities to be        
acquired.                                                                       

            A Portfolio may also engage in currency "cross hedging" when, in the
opinion of the Adviser, the historical relationship among foreign currencies    
suggests that a Portfolio may achieve protection against fluctuations in        
currency exchange rates similar to that described above at a reduced cost       
through the use of a futures contract relating to a currency other than the U.S.
Dollar or the currency in which the foreign security is denominated. Such "cross
hedging" is subject to the same risks as those described above with respect to  
an unanticipated increase or decline in the value of the subject currency       
relative to the U.S. Dollar.                                                    

       A Portfolio may also use foreign currency futures contracts and
options on such contracts for non-hedging purposes. Similar to options on       
currencies described above, a Portfolio may use foreign currency futures        
contracts and options on such contracts to seek to increase total return when   
the Adviser anticipates that a foreign currency will appreciate or depreciate in
value but securities denominated in that security are not held by the Underlying
Portfolio and do not present attractive investment opportunities. The risks     
associated with foreign currency futures contracts and options on futures are   
similar to those associated with options on foreign currencies, as described    
above. For additional information on the use of options on foreign currencies   
for non-hedging purposes, see "Currency Transactions" below.                    

            Purchases or sales of stock or bond index futures contracts are used
for hedging purposes to attempt to protect a Portfolio's current or intended    
investments from broad fluctuations in stock or bond prices. For example, a     
Portfolio may sell stock or bond index futures contracts in anticipation of or  
during a market decline to attempt to offset the decrease in market value of the
Portfolio's portfolio securities that might otherwise result. If such decline   
occurs, the loss in value of portfolio securities may be offset, in whole or    
part, by gains on the futures position. When a Portfolio is not fully invested  
in the securities market and anticipates a significant market advance, it may   
purchase stock or bond index futures contracts in order to gain rapid market    
exposure that may, in whole or in part, offset increases in the cost of         
securities that the Portfolio intends to purchase. As such purchases are made,  
the corresponding positions in stock or bond index futures contracts will be    
closed out.                                                                     

          Each Portfolio has claimed an exclusion from the definition of the
term "commodity pool operator" under the Commodity Exchange Act and therefore is
not subject to registration or regulation as a pool operator under that Act.    

           Options on futures contracts are options that call for the delivery
of futures contracts upon exercise. Options on futures contracts written or     
purchased by a Portfolio will be traded on U.S. exchange.                       

        The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the securities in a Portfolio's       
portfolio. If the futures price at expiration of the option is below the        
exercise price, a Portfolio will retain the full amount of the option premium,  
which provides a partial hedge against any decline that may have occurred in the
Portfolio's portfolio holdings. The writing of a put option on a futures        
contract constitutes a partial hedge against increasing prices of the securities
or other instruments required to be delivered under the terms of the futures    
contract. If the futures price at expiration of the put option is higher than   
the exercise price, a Portfolio will retain the full amount of the option       
premium, which provides a partial hedge against any increase in the price of    
securities which the Portfolio intends to purchase. If a put or call option a   
Portfolio has written is exercised, the Portfolio will incur a loss which will  
be reduced by the amount of the premium it receives. Depending on the degree of 
correlation between changes in the value of its portfolio securities and changes
in the value of its options on futures positions, a Portfolio's losses from     
exercised options on futures may to some extent be reduced or increased by      
changes in the value of portfolio securities.                                   

         A Portfolio may purchase options on futures contracts for hedging
purposes instead of purchasing or selling the underlying futures contracts. For 
example, where a decrease in the value of portfolio securities is anticipated as
a result of a projected market-wide decline or changes in interest or exchange  
rates, a Portfolio could, in lieu of selling futures contracts, purchase put    
options thereon. In the event that such decrease was to occur, it may be offset,
in whole or part, by a profit on the option. If the anticipated market decline  
were not to occur, the Portfolio would suffer a loss equal to the price of the  
put. Where it is projected that the value of securities to be acquired by a     
Portfolio will increase prior to acquisition due to a market advance or changes 
in interest or exchange rates, a Portfolio could purchase call options on       
futures contracts, rather than purchasing the underlying futures contracts. If  
the market advances, the increased cost of securities to be purchased may be    
offset by a profit on the call. However, if the market declines, the Portfolio  
will suffer a loss equal to the price of the call, but the securities which the 
Portfolio intends to purchase may be less expensive.                            

           -- Forward Currency Exchange Contracts. A forward currency exchange
contract is an obligation by one party to buy, and the other party to sell, a   
specific amount of a currency for an agreed upon price at a future date. Forward
currency exchange contracts are customized, privately negotiated agreements     
designed to satisfy the objectives of each party. A forward currency exchange   
contract usually results in the delivery of the underlying asset upon maturity  
of the contract in return for the agreed upon payment. NDFs specify a cash      
payment upon maturity. NDFs are normally used when the market for physical      
settlement of the currency is underdeveloped, heavily regulated or highly taxed.

         A Portfolio may enter into forward currency exchange contracts to
attempt to minimize the risk to a Portfolio from adverse changes in the         
relationship between the U.S. Dollar and foreign currencies. A Portfolio intends
to enter into forward currency exchange contracts for hedging purposes similar  
to those described above in connection with its transactions in foreign currency
futures contracts. In particular, a forward currency exchange contract to sell a
currency may be entered into in lieu of the sale of a foreign currency futures  
contract where a Portfolio seeks to protect against an anticipated increase in  
the exchange rate for a specific currency which could reduce the dollar value of
portfolio securities denominated in such currency. Conversely, a Portfolio may  
enter into a forward currency exchange contract to purchase a given currency to 
protect against a projected increase in the dollar value of securities          
denominated in such currency which the Portfolio intends to acquire. A Portfolio
also may enter into a forward currency exchange contract in order to assure     
itself of a predetermined exchange rate in connection with a security           
denominated in a foreign currency. A Portfolio may engage in currency "cross    
hedging" when, in the opinion of the Adviser, the historical relationship among 
foreign currencies suggests that the Portfolio may achieve the same protection  
for a foreign security at a reduced cost through the use of a forward currency  
exchange contract relating to a currency other than the U.S. Dollar or the      
foreign currency in which the security is denominated.                          

          If a hedging transaction in forward currency exchange contracts is
successful, the decline in the value of portfolio securities or the increase in 
the cost of securities to be acquired may be offset, at least in part, by       
profits on the forward currency exchange contract. Nevertheless, by entering    
into such forward currency exchange contracts, a Portfolio may be required to   
forego all or a portion of the benefits which otherwise could have been obtained
from favorable movements in exchange rates.                                     

          -- Credit Default Swap Agreements. The "buyer" in a credit default
swap contract is obligated to pay the "seller" a periodic stream of payments    
over the term of the contract in return for a contingent payment upon the       
occurrence of a credit event with respect to an underlying reference obligation.
Generally, a credit event means bankruptcy, failure to pay, obligation          
acceleration or modified restructuring. A Portfolio may be either the buyer or  
seller in the transaction. As a seller, a Portfolio receives a fixed rate of    
income throughout the term of the contract, which typically is between one month
and five years, provided that no credit event occurs. If a credit event occurs, 
a Portfolio typically must pay the contingent payment to the buyer, which is    
typically the "par value" (full notional value) of the reference obligation. The
contingent payment may be a cash settlement or by physical delivery of the      
reference obligation in return for payment of the face amount of the obligation.
The contingent payment may be a cash settlement or by physical delivery of the  
reference obligation in return for full payment of the obligation. If the       
reference obligation is a defaulted security, physical delivery of the security 
will cause the Portfolio to hold a defaulted security. The value of the         
reference obligation received by a Portfolio as a seller if a credit event      
occurs, coupled with the periodic payments previously received, may be less than
the full notional value it pays to the buyer, resulting in a loss of value of to
the Portfolio. If a Portfolio is a buyer and no credit event occurs, the        
Portfolio will lose its periodic stream of payments over the term of the        
contract. However, if a credit event occurs, the buyer typically receives full  
notional value for a reference obligation that may have little or no value.     

          Credit default swaps may involve greater risks than if a Portfolio
had invested in the reference obligation directly. Credit default swaps are     
subject to general market risk, liquidity risk and credit risk.                 

        -- Currency Swaps. A Portfolio may enter into currency swaps for
hedging purposes to protect against adverse changes in exchange rates between   
the U.S. Dollar and other currencies or for non-hedging purposes as means of    
making direct investments in foreign currencies, as described below under       
"Currency Transactions". Currency swaps involve the individually negotiated     
exchange by a Portfolio with another party of a series of payments in specified 
currencies. Actual principal amounts of currencies may be exchanged by the      
counterparties at the initiation, and again upon the termination of the         
transaction. Since currency swaps are individually negotiated, a Portfolio      
expects to achieve an acceptable degree of correlation between its portfolio    
investments and its currency swaps positions. Therefore, the entire principal   
value of a currency swap is subject to the risk that the other party to the swap
will default on its contractual delivery obligations. The net amount of the     
excess, if any, of a Portfolio's obligations over its entitlements with respect 
to each currency swap will be accrued on a daily basis and an amount of liquid  
assets having an aggregate NAV at least equal to the accrued excess will be     
maintained in a segregated account by the Portfolio's custodian. If there is a  
default by the other party to such a transaction, a Portfolio will have         
contractual remedies pursuant to the agreements related to the transactions.    

        -- Swaps: Interest Rate Transactions. A Portfolio may enter into
interest rate swap, cap or floor transactions, which may include preserving 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. The Adviser does not intend to use these
transactions in a speculative manner. A Portfolio also may invest in interest   
rate transaction futures.                                                       

          Interest Rate Swaps. 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 a Portfolio receiving or paying, as the case may   
be, only the net amount of the two payments).                                   

        Interest Rate Caps and Floors. Interest rate caps and floors are
similar to options in that the purchase of an interest rate cap or floor        
entitles the purchaser, to the extent that a specified index exceeds (in the    
case of a cap) or falls below (in the case of a floor) a predetermined interest 
rate, to receive payments of interest on a notional amount from the party       
selling the interest rate cap or floor.                                         

       The swap market has grown substantially in recent years, with a
large number of banks and investment banking firms acting both as principals and
as agents utilizing standardized swap documentation. As a result, the swap      
market has become well established and relatively liquid. Caps and floors are   
less liquid than swaps. These transactions do not involve the delivery of       
securities or other underlying assets or principal. Accordingly, unless there is
a counterparty default, the risk of loss to a Portfolio from interest rate      
transactions is limited to the net amount of interest payments that the         
Portfolio is contractually obligated to make. A Portfolio will enter into       
interest rate swap, cap or floor transactions only with counterparties who have 
credit ratings of at least A- (or the equivalent) from any one NRSRO or         
counterparties with guarantors with debt securities having such a rating.       

           -- Synthetic Foreign Equity Securities. A Portfolio may invest in a
form of synthetic foreign equity securities, referred to as international       
warrants. International warrants are financial instruments issued by banks or   
other financial institutions, which may or may not be traded on a foreign       
exchange. International warrants are a form of derivative security that may give
holders the right to buy or sell an underlying security or a basket of          
securities representing an index from or to the issuer for a particular price or
may entitle holders to receive a cash payment relating to the value of the      
underlying security or index. International warrants are similar to options in  
that they are exercisable by the holder for an underlying security or the value 
of that security, but are generally exercisable over a longer term than typical 
options. These types of instruments may be American style exercise, which means 
that they can be exercised at any time on or before the expiration date of the  
international warrant, or European style exercise, which means that they may be 
exercised only on the expiration date. International warrants have an exercise  
price, which is fixed when the warrants are issued.                             

           A Portfolio normally will invest in covered warrants, which entitle
the holder to purchase from the issuer common stock of an international company 
or receive a cash payment (generally in U.S. Dollars). The cash payment is      
calculated according to a predetermined formula. A Portfolio may invest in low  
exercise price warrants, which are warrants with an exercise price that is very 
low relative to the market price of the underlying instrument at the time of    
issue (e.g., one cent or less). The buyer of a low exercise price warrant       
effectively pays the full value of the underlying common stock at the outset. In
the case of any exercise of warrants, there may be a time delay between the time
a holder of warrants gives instructions to exercise and the time the price of   
the common stock relating to exercise or the settlement date is determined,     
during which time the price of the underlying security could change             
significantly. In addition, the exercise or settlement date of the warrants may 
be affected by certain market disruption events, such as difficulties relating  
to the exchange of a local currency into U.S. Dollars, the imposition of capital
controls by a local jurisdiction or changes in the laws relating to foreign     
investments. These events could lead to a change in the exercise date or        
settlement currency of the warrants, or postponement of the settlement date. In 
some cases, if the market disruption events continue for a certain period of    
time, the warrants may become worthless resulting in a total loss of the        
purchase price of the warrants.                                                 

           A Portfolio will acquire covered warrants issued by entities deemed
to be creditworthy by the Adviser, which will monitor the creditworthiness of   
the issuers on an ongoing basis. Investments in these instruments involve the   
risk that the issuer of the instrument may default on its obligation to deliver 
the underlying security or cash in lieu thereof. These instruments may also be  
subject to liquidity risk because there may be a limited secondary market for   
trading the warrants. They are also subject, like other investments in          
securities of foreign issuers, to foreign risk and currency risk.               

            International warrants also include equity warrants, index warrants,
and interest rate warrants. Equity warrants are generally issued in conjunction 
with an issue of bonds or shares, although they also may be issued as part of a 
rights issue or scrip issue. When issued with bonds or shares, they usually     
trade separately from the bonds or shares after issuance. Most warrants trade in
the same currency as the underlying stock (domestic warrants), but also may be  
traded in different currency (euro-warrants). Equity warrants are traded on a   
number of foreign exchanges and in over-the-counter markets. Index warrants and 
interest rate warrants are rights created by an issuer, typically a financial   
institution, entitling the holder to purchase, in the case of a call, or sell,  
in the case of a put, respectively, an equity index or a specific bond issue or 
interest rate index at a certain level over a fixed period of time. Index       
warrants transactions settle in cash, while interest rate warrants can typically
be exercised in the underlying instrument or settle in cash.                    

            A Portfolio also may invest in long-term options of, or relating to,
international issuers. Long-term options operate much like covered warrants.    
Like covered warrants, long term-options are call options created by an issuer, 
typically a financial institution, entitling the holder to purchase from the    
issuer outstanding securities of another issuer. Long-term options have an      
initial period of one year or more, but generally have terms between three and  
five years. Unlike U.S. options, long-term European options do not settle       
through a clearing corporation that guarantees the performance of the           
counterparty. Instead, they are traded on an exchange and subject to the        
exchange's trading regulations.                                                 

    -- Currency Transactions. A Portfolio may invest in non-U.S.
Dollar-denominated securities on a currency hedged or un-hedged basis. The      
Adviser may actively manage a Portfolio's currency exposures and may seek       
investment opportunities by taking long or short positions in currencies through
the use of currency-related derivatives, including forward currency exchange    
contracts, futures and options on futures, swaps and options. The Adviser may   
enter into transactions for investment opportunities when it anticipates that a 
foreign currency will appreciate or depreciate in value but securities          
denominated in that currency are not held by a 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. A 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 securities).              

Securities Ratings and Certain Risk Considerations                              
--------------------------------------------------                              

      The ratings of fixed-income securities by Moody's, S&P, Fitch,
Dominion Bond Rating Service Ltd. and A.M. Best Company are a generally accepted
barometer of credit risk. They are, however, subject to certain limitations from
an investor's standpoint. The rating of a security is heavily weighted by past  
developments and does not necessarily reflect probable future conditions. There 
is frequently a lag between the time a rating is assigned and the time it is    
updated. In addition, there may be varying degrees of difference in the credit  
risk of securities within each rating category. See Appendix A to the           
Portfolios' Prospectuses for a description of Moody's, S&P's, Fitch's and       
Dominion Bond Rating Service's bond and commercial paper ratings.               

        Non-rated securities will also be considered for investment by a
Portfolio when the Adviser believes that the financial condition of the issuers 
of such securities, or the protection afforded by the terms of the securities   
themselves, limits the risk to a Portfolio to a degree comparable to that of    
rated securities which are consistent with a Portfolio's objectives and         
policies.                                                                       

            The Adviser generally uses ratings issued by S&P, Moody's, Fitch and
Dominion Bond Rating Service Ltd. Some securities are rated by more than one of 
these ratings agencies, and the ratings assigned to the security by the rating  
agencies may differ. In such an event and for purposes of determining compliance
with restrictions on investments for the Portfolios, if a security is rated by  
two or more rating agencies, the Adviser will deem the security to be rated at  
the highest rating. For example, if a security is rated by Moody's and S&P only,
with Moody's rating the security as Ba and S&P as BBB, the Adviser will deem the
security to be rated as the equivalent of BBB (i.e., Baa by Moody's and BBB by  
S&P). Or, if a security is rated by Moody's, S&P and Fitch, with Moody's rating 
the security as Ba1, S&P as BBB and Fitch as BB, the Adviser will deem the      
security to be rated as the equivalent of BBB (i.e., Ba1 by Moody's, BBB by S&P 
and BBB by Fitch).                                                              

    Certain Portfolios may invest in debt securities rated below
investment grade, i.e., Ba3 and lower by Moody's or BB- and lower by S&P, and   
Fitch (lower-rated securities), or, if not rated, determined by the Adviser to  
be of equivalent quality, are subject to greater risk of loss of principal and  
interest than higher-rated securities. They are also generally considered to be 
subject to greater market risk than higher-rated securities and the capacity of 
issuers of lower-rated securities to pay interest and repay principal is more   
likely to weaken than is that of issuers of higher-rated securities in times of 
sustained period of deteriorating economic conditions or rising interest rates. 
In addition, lower-rated securities may be more susceptible to real or perceived
adverse economic conditions than investment grade securities, although the      
market values of securities rated below investment grade and comparable unrated 
securities tend to react less to fluctuations in interest rate levels than do   
those of higher-rated securities.                                               

            The market for lower-rated securities may be thinner and less active
than that for higher-rated securities, which can adversely affect the prices at 
which these securities can be sold. To the extent that there is no established  
secondary market for lower-rated securities, the Adviser may experience         
difficulty in valuing such securities and, in turn, a Portfolio's assets. In    
addition, adverse publicity and investor perceptions about lower-rated          
securities, whether or not based on fundamental analysis, may tend to decrease  
the market value and liquidity of such lower-rated securities. Transaction costs
with respect to lower-rated debt securities may be higher, and, in some cases,  
information may be less available than is the case with investment grade        
securities.                                                                     

         Many fixed-income securities, including lower-rated securities in
which a Portfolio may invest contain call or buy-back features that permit the  
issuers of the security to call or repurchase it. Such securities may present   
risks based on payment expectations. If an issuer exercises such a "call option"
and redeems the security, a Portfolio may have to replace the called security   
with a lower yielding security, resulting in a decreased rate of return to that 
Portfolio.                                                                      

        In seeking to achieve a Portfolio's investment objectives, there
will be times, such as during periods of rising interest rates, when            
depreciation and realization of capital losses on securities in a Portfolio's   
portfolio will be unavoidable. Moreover, medium-and lower-rated securities and  
non-rated securities of comparable quality may be subject to wider fluctuations 
in yield and market values than higher-rated securities under certain market    
conditions. Such fluctuations after a security is acquired do not affect the    
cash income received from that security but are reflected in the NAV of a       
Portfolio.                                                                      

         The Adviser will try to reduce the risk inherent in investment in
the Fund's investments in fixed-income securities through credit analysis,      
diversification and attention to current developments and trends in interest    
rates and economic and political conditions. However, there can be no assurance 
that losses will not occur. In considering investments for a Portfolio that     
invests in high-yielding securities, the Adviser will attempt to identify those 
high-yielding securities whose financial condition is adequate to meet future   
obligations, has improved or is expected to improve in the future. The Adviser's
analysis focuses on relative values based on such factors as interest or        
dividend coverage, asset coverage earnings prospects and the experience and     
managerial strength of the issuer.                                              

   In the event that the credit rating of a security held by a
Portfolio is downgraded, the credit quality deteriorates after purchase, or the 
security defaults, the Portfolio will not be obligated to dispose of that       
security and may continue to hold the security if, in the opinion of the        
Adviser, such investment is appropriate under the circumstances.                

           Unless otherwise indicated, references to securities ratings by one
rating agency in this SAI shall include the equivalent rating by another rating 
agency.                                                                         

Securities of Non-U.S. (foreign) Issuers                                        
----------------------------------------                                        

        The securities markets of many non-U.S. countries are relatively
small, with the majority of market capitalization and trading volume            
concentrated in a limited number of companies representing a small number of    
industries. Consequently, a Portfolio whose investments include securities of   
non-U.S. issuers may experience greater price volatility and significantly lower
liquidity than a portfolio invested solely in equity securities of U.S. issuers.
These markets may be subject to greater influence by adverse events generally   
affecting the market, and by large investors trading significant blocks of      
securities, than is usual in the United States. Securities settlements may in   
some instances be subject to delays and related administrative uncertainties.   

         Certain non-U.S. countries require governmental approval prior to
investments by foreign persons or limit investment by foreign persons to only a 
specified percentage of an issuer's outstanding securities or a specific class  
of securities that may have less advantageous terms (including price) than      
securities of the company available for purchase by nationals and/or impose     
additional taxes on foreign investors. These restrictions or controls may at    
times limit or preclude investment in certain securities and may increase the   
costs and expenses of a Portfolio. In addition, the repatriation of investment  
income, capital, or the proceeds of sales of securities from certain countries  
is controlled under regulations, including in some cases the need for certain   
advance government notification or authority. If a deterioration occurs in a    
country's balance of payments, the country could impose temporary or indefinite 
restrictions on foreign capital remittances.                                    

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

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

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

Forward Commitments and When-Issued and Delayed Delivery Securities             
-------------------------------------------------------------------             

      Forward commitments for the purchase or sale of securities may
include purchases on a "when-issued" basis or purchases or sales on a "delayed  
delivery" basis. In some cases, a forward commitment may be conditioned upon the
occurrence of a subsequent event, such as approval and consummation of a merger,
corporate reorganization or debt restructuring (i.e., a "when, as and if issued"
trade). When forward commitment transactions are negotiated, the price is fixed 
at the time the commitment is made, a Portfolio does not pay for the securities 
until they are received, and the Portfolio is required to create a segregated   
account with its custodian and to maintain in that account liquid assets in an  
amount equal to or greater than, on a daily basis, the amount of the Portfolio's
forward commitments and "when-issued" or "delayed delivery" commitments.        

     The use of forward commitments enables a Portfolio to protect
against anticipated changes in exchange rates, interest rates and/or prices. For
instance, a Portfolio may enter into a forward contract when it enters into a   
contract for the purchase or sale of a security denominated in a foreign        
currency in order to "lock in" the U.S. Dollar price of the security            
("transaction hedge"). In addition, when a Portfolio believes that a foreign    
currency may suffer a substantial decline against the U.S. Dollar, it may enter 
into a forward sale contract to sell an amount of that foreign currency         
approximating the value of some or all of that Portfolio's securities           
denominated in such foreign currency, or when a Portfolio believes that the U.S.
Dollar may suffer a substantial decline against a foreign currency, it may enter
into a forward purchase contract to buy that foreign currency for a fixed dollar
amount ("position hedge"). If the Adviser were to forecast incorrectly the      
direction of exchange rate movements, a Portfolio might be required to complete 
such when-issued or forward transactions at prices inferior to the then current 
market values. When-issued securities and forward commitments may be sold prior 
to the settlement date, but a Portfolio enters into when-issued and forward     
commitments only with the intention of actually receiving securities or         
delivering them, as the case may be. If a Portfolio chooses to dispose of the   
right to acquire a when-issued security prior to its acquisition or dispose of  
its right to deliver or receive against a forward commitment, it may incur a    
gain or loss. Any significant commitment of a Portfolio's assets to the purchase
of securities on a "when, as and if issued" basis may increase the volatility of
the Portfolio's NAV.                                                            

           At the time a Portfolio intends to enter into a forward commitment,
it will record the transaction and thereafter reflect the value of the security 
purchased or, if a sale, the proceeds to be received, in determining its NAV.   
Any unrealized appreciation or depreciation reflected in such valuation of a    
"when, as and if issued" security would be canceled in the event that the       
required conditions did not occur and the trade was canceled.                   

            A Portfolio will enter into forward commitments and make commitments
to purchase securities on a "when-issued" or "delayed delivery" basis only with 
the intention of actually acquiring the securities. However, a Portfolio may    
sell these securities before the settlement date if, in the opinion of the      
Adviser, it is deemed advisable as a matter of investment strategy.             

  Although a Portfolio does not intend to enter into forward
commitments for speculative purposes and the Portfolio intends to adhere to the 
provisions of Commission policies, purchases of securities on such bases may    
involve more risk than other types of purchases. For example, by committing to  
purchase securities in the future, a Portfolio subjects itself to a risk of loss
on such commitments as well as on its portfolio securities. Also, a Portfolio   
may have to sell assets which have been set aside in order to meet redemptions. 
In addition, if a Portfolio determines it is advisable as a matter of investment
strategy to sell the forward commitment or "when-issued" or "delayed delivery"  
securities before delivery, that Portfolio may incur a gain or loss because of  
market fluctuations since the time the commitment to purchase such securities   
was made. Any such gain or loss would be treated as a capital gain or loss for  
tax purposes. When the time comes to pay for the securities to be purchased     
under a forward commitment or on a "when-issued" or "delayed delivery" basis, a 
Portfolio will meet its obligations from the then available cash flow or the    
sale of securities, or, although it would not normally expect to do so, from the
sale of the forward commitment or "when-issued" or "delayed delivery" securities
themselves (which may have a value greater or less than the Portfolio's payment 
obligation). In addition, no interest or dividends accrue to the purchaser prior
to the settlement date for securities purchased or sold under a forward         
commitment.                                                                     

Illiquid Securities                                                             
-------------------                                                             

          A Portfolio, other than the Money Market Portfolio, will limit its
investments in illiquid securities to no more than 15% of net assets or such    
other amount permitted by guidance regarding the 1940 Act. The Money Market     
Portfolio will invest its investments in illiquid securities to no more than 10%
of its net assets. For this purpose, illiquid securities include, among others, 
(a) direct placements or other securities which are subject to legal or         
contractual restrictions on resale or for which there is no readily available   
market (e.g., trading in the security is suspended or, in the case of unlisted  
securities, market makers do not exist or will not entertain bids or offers),   
(b) options purchased by a Portfolio over-the-counter and the cover for options 
written by the Portfolio over-the-counter, and (c) repurchase agreements not    
terminable within seven days. Securities that have legal or contractual         
restrictions on resale but have a readily available market are not deemed       
illiquid for purposes of this limitation.                                       

  Mutual funds do not typically hold a significant amount of
restricted securities (securities that are subject to restrictions on resale to 
the general public) or other illiquid securities because of the potential for   
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities and a mutual fund   
might be unable to dispose of restricted or other illiquid securities promptly  
or at reasonable prices and might thereby experience difficulty satisfying      
redemptions within seven days. A mutual fund may also have to take certain steps
or wait a certain amount of time in order to remove the transfer restrictions   
for such restricted securities in order to dispose of them, resulting in        
additional expense and delay.                                                   

         Rule 144A under the Securities Act allows a broader institutional
trading market for securities otherwise subject to restriction on resale to the 
general public. Rule 144A establishes a "safe harbor" from the registration     
requirements of the Securities Act for resales of certain securities to         
qualified institutional buyers. An insufficient number of qualified             
institutional buyers interested in purchasing certain restricted securities held
by a Portfolio, however, could affect adversely the marketability of such       
portfolio securities and the Portfolio might be unable to dispose of such       
securities promptly or at reasonable prices.                                    

            The Adviser, acting under the supervision of the Board, will monitor
the liquidity of restricted securities in the Portfolio that are eligible for   
resale pursuant to Rule 144A. In reaching liquidity decisions, the Adviser will 
consider, among others, the following factors: (1) the frequency of trades and  
quotes for the security; (2) the number of dealers issuing quotations to        
purchase or sell the security; (3) the number of other potential purchasers of  
the security; (4) the number of dealers undertaking to make a market in the     
security; (5) the nature of the security (including its unregistered nature) and
the nature of the marketplace for the security (e.g., the time needed to dispose
of the security, the method of soliciting offers and the mechanics of the       
transfer); and (6) any applicable Commission interpretation or position with    
respect to such type of securities.                                             

Investments in Other Investment Companies                                       
-----------------------------------------                                       

            The Portfolios may invest in other investment companies as permitted
by the 1940 Act or the rules and regulations thereunder. If a Portfolio acquires
shares in investment companies, shareholders would bear, indirectly, the        
expenses of such investment companies (which may include management and advisory
fees), which are in addition to the Portfolio's expenses. The Portfolios may    
also invest in exchange-traded funds, subject to the restrictions and           
limitations of the 1940 Act.                                                    

Lending of Portfolio Securities                                                 
-------------------------------                                                 

       Each Portfolio may seek to increase income by lending portfolio
securities. A principal risk in lending portfolio securities, as with other     
extensions of credit, consists of the possible loss of rights in the collateral 
should the borrower fail financially. In addition, the Portfolios may be exposed
to the risk that the sale of any collateral realized upon the borrower's default
will not yield proceeds sufficient to replace the loaned securities. In         
determining whether to lend securities to a particular borrower, the Adviser    
will consider all relevant facts and circumstances, including the               
creditworthiness of the borrower. The loans would be made only to firms deemed  
by the Adviser to be of good standing, and when, in the judgment of the Adviser,
the consideration that can be earned currently from securities loans of this    
type justifies the attendant risk. The Portfolios may lend portfolio securities 
to the extent permitted under the 1940 Act or the rules and regulations         
thereunder (as such statute, rules or regulations may be amended from time to   
time) or by guidance regarding, interpretations of, or exemptive orders under,  
the 1940 Act.                                                                   

          Under present regulatory policies, including those of the Board of
Governors of the Federal Reserve System and the Commission, such loans may be   
made only to member firms of the New York Stock Exchange (the "Exchange") and   
will be required to be secured continuously by collateral in cash, cash         
equivalents, or U.S. Treasury Bills maintained on a current basis at an amount  
at least equal to the market value of the securities loaned. The Portfolios will
have the right to call a loan and obtain the securities loaned at any time on   
five days' notice. While securities are on loan, the borrower will pay the      
Portfolio any income from the securities. The Portfolio may invest any cash     
collateral in portfolio securities and earn additional income or receive an     
agreed-upon amount of income from a borrower who has delivered equivalent       
collateral. Any such investment of cash collateral will be subject to the       
Portfolio's investment risks.                                                   

    The Portfolios will not, however, have the right to vote any
securities having voting rights during the existence of the loan. The Portfolios
will have the right to regain record ownership of loaned securities or          
equivalent securities in order to exercise ownership rights such as voting      
rights, subscription rights and rights to dividends, interest, or distributions.

       The Portfolios may pay reasonable finders', administrative, and
custodial fees in connection with a loan.                                       

Mortgage-Related Securities                                                     
---------------------------                                                     

       The mortgage-related securities in which a Portfolio may invest
typically are securities representing interests in pools of mortgage loans made 
by lenders such as savings and loan associations, mortgage bankers and          
commercial banks and are assembled for sale to investors (such as a Portfolio)  
by governmental, government-related or private organizations. Private           
organizations include commercial banks, savings associations, mortgage          
companies, investment banking firms, finance companies, special purpose finance 
entities (called special purpose vehicles or SPVs) and other entities that      
acquire and package loans for resales as mortgage-related securities.           
Specifically, these securities may include pass-through mortgage-related        
securities, CMOs, CMO residuals, adjustable-rate mortgage securities ("ARMS"),  
stripped mortgage-backed securities ("SMBSs"), commercial mortgage-backed       
securities, "to be announced" ("TBA") mortgage-backed securities, mortgage      
dollar rolls, collateralized obligations, Canadian Government Guaranteed        
Mortgage Related Securities and other securities that directly or indirectly    
represent a participation in or are secured by and payable from mortgage loans  
on real property and other assets.                                              

       Pass-Through Mortgage-Related Securities. Interests in pools of
mortgage-related securities differ from other forms of debt securities, which   
normally provide for periodic payment of interest in fixed amounts with         
principal payments at maturity or specified call dates. Instead, these          
securities provide a monthly payment consisting of both interest and principal  
payments. In effect, these payments are a "pass-through" of the monthly payments
made by the individual borrowers on their residential mortgage loans, net of any
fees paid to the issuer or guarantor of such securities. Additional payments are
caused by repayments of principal resulting from the sale of the underlying     
residential property, refinancing or foreclosure, net of fees or costs that may 
be incurred. Some mortgage-related securities, such as securities issued by the 
GNMA, are described as "modified pass-through." These securities entitle the    
holder to receive all interest and principal payments owed on the mortgage pool,
net of certain fees, regardless of whether or not the mortgagor actually makes  
the payment.                                                                    

            The average life of pass-through pools varies with the maturities of
the underlying mortgage instruments. In addition, a pool's term may be shortened
by unscheduled or early payments of principal and interest on the underlying    
mortgages. The occurrence of mortgage prepayments is affected by factors        
including the level of interest rates, general economic conditions, the location
and age of the mortgage and other social and demographic conditions. As         
prepayment rates of individual pools vary widely, it is not possible to         
accurately predict the average life of a particular pool. For pools of          
fixed-rate 30-year mortgages, common industry practice is to assume that        
prepayments will result in a 12-year average life. Pools of mortgages with other
maturities or different characteristics will have varying average life          
assumptions. The assumed average life of pools of mortgages having terms of less
than 30 years, is less than 12 years, but typically not less than 5 years.      

            Yields on pass-through securities are typically quoted by investment
dealers and vendors based on the maturity of the underlying instruments and the 
associated average life assumption. In periods of falling interest rates, the   
rate of prepayment tends to increase, thereby shortening the actual average life
of a pool of mortgage-related securities. Conversely, in periods of rising      
interest rates the rate of prepayment tends to decrease, thereby lengthening the
actual average life of the pool. Historically, actual average life has been     
consistent with the 12-year assumption referred to above. Actual prepayment     
experience may cause the yield to differ from the assumed average life yield.   
Reinvestment of prepayments may occur at higher or lower interest rates than the
original investment, thus affecting the yield of a Portfolio. The compounding   
effect from reinvestment of monthly payments received by a Portfolio will       
increase the yield to shareholders compared with bonds that pay interest        
semi-annually.                                                                  

      The principal governmental (i.e., backed by the full faith and
credit of the U.S. Government) guarantor of mortgage-related securities is GNMA.
GNMA is a wholly-owned United States Government corporation within the          
Department of Housing and Urban Development. GNMA is authorized to guarantee,   
with the full faith and credit of the U.S. Government, the timely payment of    
principal and interest on securities issued by institutions approved by GNMA    
(such as savings and loan institutions, commercial banks and mortgage bankers)  
and backed by pools of FHA-insured or VA-guaranteed mortgages.                  

            Government-related (i.e., not backed by the full faith and credit of
the United States Government) guarantors include the FNMA and the FHLMC. FNMA is
a government-sponsored corporation owned entirely by private stockholders. It is
subject to general regulation and oversight by the Office of Federal Housing    
Enterprise Oversight ("OFHEO"). FNMA purchases residential mortgages from a list
of approved seller/servicers which include state and federally-chartered savings
and loan associations, mutual savings banks, commercial banks and credit unions 
and mortgage bankers. Pass-through securities issued by FNMA are guaranteed as  
to timely payment of principal and interest by FNMA but are not backed by the   
full faith and credit of the U.S. Government. FHLMC is a corporate              
instrumentality of the U.S. Government whose stock is owned by private          
stockholders. Participation certificates issued by FHLMC, which represent       
interests in mortgages from FHLMC's national portfolio, are guaranteed by FHLMC 
as to the timely payment of interest and ultimate collection of principal but   
are not backed by the full faith and credit of the U.S. Government.             

         Commercial banks, savings and loan associations, private mortgage
insurance companies, mortgage bankers and other secondary market issuers create 
pass-through pools of conventional residential mortgage loans. Securities       
representing interests in pools created by non-governmental private issuers     
generally offer a higher rate of interest than securities representing interests
in pools created by governmental issuers because there are no direct or indirect
governmental guarantees of the underlying mortgage payments. However, private   
issuers sometimes obtain committed loan facilities, lines of credit, letters of 
credit, surety bonds or other forms of liquidity and credit enhancement to      
support the timely payment of interest and principal with respect to their      
securities if the borrowers on the underlying mortgages fail to make their      
mortgage payments. The ratings of such non-governmental securities are generally
dependent upon the ratings of the providers of such liquidity and credit support
and would be adversely affected if the rating of such an enhancer were          
downgraded.                                                                     

        The structuring of the pass-through pool may also provide credit
enhancement. Examples of such credit support arising out of the structure of the
transaction include the issue of senior and subordinated securities (e.g., the  
issuance of securities by a SPV in multiple classes or "tranches", with one or  
more classes being senior to other subordinated classes as to payment of        
principal and interest, with the result that defaults on the underlying mortgage
loans are borne first by the holders of the subordinated class); creation of    
"reserve funds" (in which case cash or investments sometimes funded from a      
portion of the payments on the underlying mortgage loans, are held in reserve   
against future losses); and "overcollateralization" (in which case the scheduled
payments on, or the principal amount of, the underlying mortgage loans exceeds  
that required to make payment of the securities and pay any servicing or other  
fees). There can be no guarantee the credit enhancements, if any will be        
sufficient to prevent losses in the event of defaults on the underlying mortgage
loans.                                                                          

           In addition, mortgage-related securities that are issued by private
issuers are not subject to the underwriting requirements for the underlying     
mortgages that are applicable to those mortgage-related securities that have a  
government or government-sponsored entity guarantee. As a result, the mortgage  
loans underlying private mortgage-related securities may, and frequently do,    
have less favorable collateral, credit risk or other underwriting               
characteristics than government or government-sponsored mortgage-related        
securities and have wider variances in a number of terms, including interest    
rate, term, size, purposes and borrower characteristics. Privately issued pools 
more frequently include second mortgages, high loan-to-value mortgages and      
manufactured housing loans. The coupon rates and maturities of the underlying   
mortgage loans in a private-label mortgage-related pool may vary to a greater   
extent than those included in a government guaranteed pool, and the pool may    
include subprime mortgage loans. Subprime loans refer to loans made to borrowers
with weakened credit histories or with a lower capacity to make timely payments 
on their loans. For these reasons, the loans underlying these securities have   
had in many cases higher default rates than those loans that meet government    
underwriting requirements.                                                      

Collateralized Mortgage Obligations. Another form of    
mortgage-related security is a "pay-through" security, which is a debt          
obligation of the issuer secured by a pool of mortgage loans pledged as         
collateral that is legally required to be paid by the issuer, regardless of     
whether payments are actually made on the underlying mortgages. CMOs are the    
predominant type of "pay-through" mortgage-related security. In a CMO, a series 
of bonds or certificates is issued in multiple classes. Each class of a CMO,    
often referred to as a "tranche," is issued at a specific coupon rate and has a 
stated maturity or final distribution date. Principal prepayments on collateral 
underlying a CMO may cause one or more tranches of the CMO to be retired        
substantially earlier than the stated maturities or final distribution dates of 
the collateral. Although payment of the principal of, and interest on, the      
underlying collateral securing privately issued CMOs may be guaranteed by GNMA, 
FNMA or FHLMC, these CMOs represent obligations solely of the private issuer and
are not insured or guaranteed by GNMA, FNMA, FHLMC, any other governmental      
agency or any other person or entity.                                           

Adjustable-Rate Mortgage Securities. Another type of    
mortgage-related security, known as adjustable-rate mortgage securities         
("ARMS"), bears interest at a rate determined by reference to a predetermined   
interest rate or index. ARMS may be secured by fixed-rate mortgages or          
adjustable-rate mortgages. ARMS secured by fixed-rate mortgages generally have  
lifetime caps on the coupon rates of the securities. To the extent that general 
interest rates increase faster than the interest rates on the ARMS, these ARMS  
will decline in value. The adjustable-rate mortgages that secure ARMS will      
frequently have caps that limit the maximum amount by which the interest rate or
the monthly principal and interest payments on the mortgages may increase. These
payment caps can result in negative amortization (i.e., an increase in the      
balance of the mortgage loan). Furthermore, since many adjustable-rate mortgages
only reset on an annual basis, the values of ARMS tend to fluctuate to the      
extent that changes in prevailing interest rates are not immediately reflected  
in the interest rates payable on the underlying adjustable-rate mortgages.      

       Stripped Mortgage-Related Securities. Stripped mortgage-related
securities (SMRS) are mortgage-related securities that are usually structured   
with separate classes of securities collateralized by a pool of mortgages or a  
pool of mortgage backed bonds or pass-through securities, with each class       
receiving different proportions of the principal and interest payments from the 
underlying assets. A common type of SMRS has one class of interest-only         
securities (IOs) receiving all of the interest payments from the underlying     
assets and one class of principal-only securities (POs) receiving all of the    
principal payments from the underlying assets. IOs and POs are extremely        
sensitive to interest rate changes and are more volatile than mortgage-related  
securities that are not stripped. IOs tend to decrease in value as interest     
rates decrease and are extremely sensitive to the rate of principal payments    
(including prepayments) on the related underlying mortgage assets, and a rapid  
rate of principal prepayments may have a material adverse effect on the yield to
maturity of the IO class. POs generally increase in value as interest rates     
decrease. If prepayments of the underlying mortgages are greater than           
anticipated, the amount of interest earned on the overall pool will decrease due
to the decreasing principal balance of the assets. Due to their structure and   
underlying cash flows, SMRS may be more volatile than mortgage-related          
securities that are not stripped. Changes in the values of IOs and POs can be   
substantial and occur quickly, such as occurred in the first half of 1994 when  
the value of many POs dropped precipitously due to increases in interest rates. 

        A Portfolio will only invest in SMRS that are issued by the U.S.
Government, its agencies or instrumentalities and supported by the full faith   
and credit of the United States. Although SMRS are purchased and sold by        
institutional investors through several investment banking firms acting as      
brokers or dealers, the complexity of these instruments and the smaller number  
of investors in the sector can lend to illiquid markets in the sector.          

         Commercial Mortgage-Backed Securities. Commercial mortgage-backed
securities are securities that represent an interest in, or are secured by,     
mortgage loans secured by multifamily or commercial properties, such as         
industrial and warehouse properties, office buildings, retail space and shopping
malls, and cooperative apartments, hotels and motels, nursing homes, hospitals  
and senior living centers. Commercial mortgage-backed securities have been      
issued in public and private transactions by a variety of public and private    
issuers using a variety of structures, some of which were developed in the      
residential mortgage context, including multi-class structures featuring senior 
and subordinated classes. Commercial mortgage-backed securities may pay fixed or
floating-rates of interest. The commercial mortgage loans that underlie         
commercial mortgage-related securities have certain distinct risk               
characteristics. Commercial mortgage loans generally lack standardized terms,   
which may complicate their structure, tend to have shorter maturities than      
residential mortgage loans and may not be fully amortizing. Commercial          
properties themselves tend to be unique and are more difficult to value than    
single-family residential properties. In addition, commercial properties,       
particularly industrial and warehouse properties, are subject to environmental  
risks and the burdens and costs of compliance with environmental laws and       
regulations.                                                                    

          "To Be Announced" Mortgaged-Backed Securities. TBA mortgage-backed
securities are described in "Forward Commitments and When-Issued and Delayed    
Delivery Securities" above.                                                     

           Certain Risks. The value of mortgage-related securities is affected
by a number of factors. Unlike traditional debt securities, which have fixed    
maturity dates, mortgage-related securities may be paid earlier than expected as
a result of prepayments of underlying mortgages. Such prepayments generally     
occur during periods of falling mortgage interest rates. If property owners make
unscheduled prepayments of their mortgage loans, these prepayments will result  
in the early payment of the applicable mortgage-related securities. In that     
event, a Portfolio may be unable to invest the proceeds from the early payment  
of the mortgage-related securities in investments that provide as high a yield  
as the mortgage-related securities. Early payments associated with              
mortgage-related securities cause these securities to experience significantly  
greater price and yield volatility than is experienced by traditional           
fixed-income securities. The level of general interest rates, general economic  
conditions and other social and demographic factors affect the occurrence of    
mortgage prepayments. During periods of falling interest rates, the rate of     
mortgage prepayments tends to increase, thereby tending to decrease the life of 
mortgage-related securities. Conversely, during periods of rising interest      
rates, a reduction in prepayments may increase the effective life of            
mortgage-related securities, subjecting them to greater risk of decline in      
market value in response to rising interest rates. If the life of a             
mortgage-related security is inaccurately predicted, the Portfolio may not be   
able to realize the rate of return it expected.                                 

        As with other fixed-income securities, there is also the risk of
nonpayment of mortgage-related securities, particularly for those securities    
that are backed by mortgage pools that contain subprime loans. Market factors   
adversely affecting mortgage loan repayments include a general economic         
downturn, high unemployment, a general slowdown in the real estate market, a    
drop in the market prices of real estate, or higher mortgage payments required  
to be made by holders of adjustable rate mortgages due to scheduled increases or
increases due to higher interest rates.                                         

           Subordinated mortgage-related securities may have additional risks.
The subordinated mortgage-related security may serve as credit support for the  
senior securities purchased by other investors. In addition, the payments of    
principal and interest on these subordinated securities generally will be made  
only after payments are made to the holders of securities senior to the         
subordinated securities. Therefore, if there are defaults on the underlying     
mortgage loans, the holders of subordinated mortgage-related securities will be 
less likely to receive payments of principal and interest and will be more      
likely to suffer a loss.                                                        

     Commercial mortgage-related securities, like all fixed-income
securities, generally decline in value as interest rates rise. Moreover,        
although generally the value of fixed-income securities increases during periods
of falling interest rates, this inverse relationship is not as marked in the    
case of single-family residential mortgage-related securities, due to the       
increased likelihood of prepayments during periods of falling interest rates,   
and may not be as marked in the case of commercial mortgage-related securities. 
The process used to rate commercial mortgage-related securities may focus on,   
among other factors, the structure of the security, the quality and adequacy of 
collateral and insurance, and the creditworthiness of the originators, servicing
companies and providers of credit support.                                      

       Although the market for mortgage-related securities is becoming
increasingly liquid, those issued by certain private organizations may not be   
readily marketable because there may be a limited market for these securities,  
especially when there is a perceived weakness in the mortgage and real estate   
market sectors. In particular, the secondary markets for CMOs, IOs and POs may  
be more volatile and less liquid than those for other mortgage-related          
securities, thereby potentially limiting a Portfolio's ability to buy or sell   
those securities at any particular time. Without an active trading market,      
mortgage-related securities held in the Portfolio's portfolio may be            
particularly difficult to value because of the complexities involved in the     
value of the underlying mortgages. In addition, the rating agencies have not had
experience in rating commercial mortgage-related securities through different   
economic cycles and in monitoring such ratings on a longer-term basis.          

As with fixed-income securities generally, the value of 
mortgage-related securities can also be adversely affected by increases in      
general interest rates relative to the yield provided by such securities. Such  
an adverse effect is especially possible with fixed-rate mortgage securities. If
the yield available on other investments rises above the yield of the fixed-rate
mortgage securities as a result of general increases in interest rate levels,   
the value of the mortgage-related securities will decline.                      

      Other Asset-Backed Securities. A Portfolio may invest in other
asset-backed securities. The securitization techniques used to develop          
mortgage-related securities are being applied to a broad range of financial     
assets. Through the use of trusts and special purpose corporations, various     
types of assets, including automobile loans and leases, credit card receivables,
home equity loans, equipment leases and trade receivables, are being securitized
in structures similar to the structures used in mortgage securitizations. For   
example, a Portfolio may invest in collateralized debt obligations ("CDOs"),    
which include collateralized bond obligations ("CBOs"), collateralized loan     
obligations ("CLOs"), and other similarly structured securities. CBOs and CLOs  
are types of asset-backed securities. A CBO is a trust, which is backed by a    
diversified pool of high-risk, below investment grade fixed-income securities. A
CLO is a trust typically collateralized by a pool of loans, which may include,  
among others, domestic and foreign senior secured loans, senior unsecured loans,
and subordinate corporate loans, including loans that may be rated below        
investment grade or equivalent unrated loans. These asset-backed securities are 
subject to risks associated with changes in interest rates and prepayment of    
underlying obligations and defaults similar to the risks of investment in       
mortgage-related securities discussed above.                                    

    Each type of asset-backed security also entails unique risks
depending on the type of assets involved and the legal structure used. For      
example, credit card receivables are generally unsecured obligations of the     
credit card holder and the debtors are entitled to the protection of a number of
state and federal consumer credit laws, many of which give such debtors the     
right to set off certain amounts owed on the credit cards, thereby reducing the 
balance due. There have also been proposals to cap the interest rate that a     
credit card issuer may charge. In some transactions, the value of the           
asset-backed security is dependent on the performance of a third party acting as
credit enhancer or servicer. Furthermore, in some transactions (such as those   
involving the securitization of vehicle loans or leases) it may be              
administratively burdensome to perfect the interest of the security issuer in   
the underlying collateral and the underlying collateral may become damaged or   
stolen.                                                                         

Preferred Stock                                                                 
---------------                                                                 

        A Portfolio may invest in preferred stock. Preferred stock is an
equity security that has features of debt because it generally entitles the     
holder to periodic payments at a fixed rate of return. Preferred stock is       
subordinated to any debt the issuer has outstanding but has liquidation         
preference over common stock. Accordingly, preferred stock dividends are not    
paid until all debt obligations are first met. Preferred stock may be subject to
more fluctuations in market value, due to changes in market participants'       
perceptions of the issuer's ability to continue to pay dividends, than debt of  
the same issuer.                                                                

Repurchase Agreements and Buy/Sell Back Transactions                            
----------------------------------------------------                            

   A repurchase agreement is an agreement by which a Portfolio
purchases a security and obtains a simultaneous commitment from the seller to   
repurchase the security at an agreed upon price and date, normally one day or a 
few days later. The purchase and repurchase obligations are transacted under one
agreement. The resale price is greater than the purchase price, reflecting an   
agreed-upon "interest rate", which is effective for the period of time the      
buyer's money is invested in the security, and which is related to the current  
market rate of the purchased security rather than its coupon rate. During the   
term of the repurchase agreement, a Portfolio monitors on a daily basis the     
market value of the securities subject to the agreement and, if the market value
of the securities falls below the resale amount provided under the repurchase   
agreement, the seller under the repurchase agreement is required to provide     
additional securities equal to the amount by which the market value of the      
securities falls below the resale amount. Because a repurchase agreement permits
a Portfolio to invest temporarily available cash on a fully-collateralized      
basis, repurchase agreements permit the Portfolio to earn a return on           
temporarily available cash while retaining "overnight" flexibility in pursuit of
investments of a longer-term nature. Repurchase agreements may exhibit the      
characteristics of loans by a Portfolio.                                        

          The obligation of the seller under the repurchase agreement is not
guaranteed, and there is a risk that the seller may fail to repurchase the      
underlying security, whether because of the seller's bankruptcy or otherwise. In
such event, a Portfolio would attempt to exercise its rights with respect to the
underlying security, including possible sale of the securities. A Portfolio may 
incur various expenses in the connection with the exercise of its rights and may
be subject to various delays and risks of loss, including (a) possible declines 
in the value of the underlying securities, (b) possible reduction in levels of  
income and (c) lack of access to the securities (if they are held through a     
third-party custodian) and possible inability to enforce the Portfolio's rights.
A Portfolio's Board of Directors has established procedures, which are          
periodically reviewed by the Board, pursuant to which the Adviser monitors the  
creditworthiness of the dealers with which the Portfolio enters into repurchase 
agreement transactions.                                                         

          A Portfolio may enter into repurchase agreements with member banks
of the Federal Reserve System or "primary dealers" (as designated by the Federal
Reserve Bank of New York) in such securities. There is no percentage restriction
on a Portfolio's ability to enter into repurchase agreements. Currently, a      
Portfolio intends to enter into repurchase agreements only with its custodian   
and such primary dealers.                                                       

        A Portfolio may enter into buy/sell back transactions, which are
similar to repurchase agreements. In this type of transaction, a Portfolio      
enters a trade to buy securities at one price and simultaneously enters a trade 
to sell the same securities at another price on a specified date. Similar to a  
repurchase agreement, the repurchase price is higher than the sale price and    
reflects current interest rates. Unlike a repurchase agreement, however, the    
buy/sell back transaction, though done simultaneously, is two separate legal    
agreements. A buy/sell back transaction also differs from a repurchase agreement
in that the seller is not required to provide margin payments if the value of   
the securities falls below the repurchase price because the transaction is two  
separate transactions. Each Fund has the risk of changes in the value of the    
purchased security during the term of the buy/sell back agreement although these
agreements typically provide for the repricing of the original transaction at a 
new market price if the value of the security changes by a specific amount.     

Reverse Repurchase Agreements                                                   
-----------------------------                                                   

            Reverse repurchase agreements are identical to repurchase agreements
except that rather than buying securities for cash subject to their repurchase  
by the seller, a Portfolio sells portfolio assets concurrently with an agreement
by the Portfolio to repurchase the same assets at a later date at a fixed price 
slightly higher than the sale price. During the reverse repurchase agreement    
period, the Portfolio continues to receive principal and interest payments on   
these securities. Generally, the effect of a reverse repurchase agreement is    
that the Portfolio can recover all or most of the cash invested in the portfolio
securities involved during the term of the reverse repurchase agreement, while  
it will be able to keep the interest income associated with those portfolio     
securities. Such transactions are advantageous only if the "interest cost" to   
the Portfolio of the reverse repurchase transaction, i.e., the difference       
between the sale and repurchase price for the securities, is less than the cost 
of otherwise obtaining the cash.                                                

            Reverse repurchase agreements involve the risk that the market value
of the securities the Portfolio is obligated to repurchase under the agreement  
may decline below the repurchase price. In the event the buyer of securities    
under a reverse repurchase agreement files for bankruptcy or becomes insolvent, 
the Portfolio's use of the proceeds of the agreement may be restricted pending a
determination by the other party, or its trustee or receiver, whether to enforce
the Portfolio's obligation to repurchase the securities. In addition, the use of
these investments results in leveraging the Portfolio's common stocks because   
the Portfolio uses the proceeds to make investments in other securities. Use of 
leverage is considered speculative and has, among other things, the risk that   
the Portfolio's NAV may be more volatile.                                       

Rights and Warrants                                                             
-------------------                                                             

            Certain of the Portfolios will invest in rights and warrants only if
the Adviser deems the underlying equity securities themselves appropriate for   
inclusion in the Portfolio. Rights and warrants may be considered more          
speculative than certain other types of investments in that they do not entitle 
a holder to dividends or voting rights with respect to the underlying securities
nor do they represent any rights in the assets of the issuing company. Also, the
value of a right or warrant does not necessarily change with the value of the   
underlying securities and a right or warrant ceases to have value if it is not  
exercised prior to the expiration date.                                         

Short Sales                                                                     
-----------                                                                     

            A short sale is effected by selling a security that a Portfolio does
not own, or if the Portfolio does own such security, it is not to be delivered  
upon consummation of the sale. A short sale is against the box to the extent    
that a Portfolio contemporaneously owns or has the right to obtain securities   
identical to those sold short without payment. Short sales may be used in some  
cases by a Portfolio to defer the realization of gain or loss for federal income
tax purposes on securities then owned by the Portfolio. However, if a Portfolio 
has unrealized gain with respect to a security and enters into a short sale with
respect to such security, the Portfolio generally will be deemed to have sold   
the appreciated security and thus will recognize gain for tax purposes.         

Securities Acquired in Restructurings and Workouts                              
--------------------------------------------------                              

     A Portfolio's investments may include fixed-income securities
(particularly lower-rated fixed-income securities) or loan participations that  
default or are in risk of default ("Distressed Securities"). A Portfolio's      
investments may also include senior obligations of a borrower issued in         
connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy   
Code (commonly known as "debtor-in-possession" or "DIP" financings). Distressed 
Securities may be the subject of restructurings outside of bankruptcy court in a
negotiated workout or in the context of bankruptcy proceedings. In connection   
with these investments or an exchange or workout of such securities, a Portfolio
may determine or be required to accept various instruments. These instruments   
may include, but are not limited to, equity securities, warrants, rights,       
participation interests in sales of assets and contingent-interest obligations. 
Depending upon, among other things, the Adviser's evaluation of the potential   
value of such securities in relation to the price that could be obtained at any 
given time if they were sold, a Portfolio may determine to hold the securities  
in its portfolio.                                                               

Special Situations                                                              
------------------                                                              

           A special situation arises when, in the opinion of the Adviser, the
securities of a particular company will, within a reasonably estimable period of
time, be accorded market recognition at an appreciated value solely by reason of
a development particularly or uniquely applicable to that company, and          
regardless of general business conditions or movements of the market as a whole.
Developments creating special situations might include, among others,           
liquidations, reorganizations, recapitalizations or mergers, material           
litigation, technological breakthroughs and new management or management        
policies. Although large and well-known companies may be involved, special      
situations often involve much greater risk than is inherent in ordinary         
investment securities.                                                          

Standby Commitment Agreements                                                   
-----------------------------                                                   

          Certain of the Portfolios may from time to time enter into standby
commitment agreements. Such agreements commit a Portfolio, for a stated period  
of time, to purchase a stated amount of a security that may be issued and sold  
to the Portfolio at the option of the issuer. The price and coupon of the       
security are fixed at the time of the commitment. At the time of entering into  
the agreement a Portfolio is paid a commitment fee, regardless of whether or not
the security is ultimately issued, which is typically approximately 0.5% of the 
aggregate purchase price of the security that a Portfolio has committed to      
purchase. A Portfolio will enter into such agreements only for the purpose of   
investing in the security underlying the commitment at a yield and price that   
are considered advantageous to the Portfolio and that are unavailable on a firm 
commitment basis. A Portfolio will not enter into a standby commitment with a   
remaining term in excess of 45 days and will limit its investment in such       
commitments so that the aggregate purchase price of the securities subject to   
the commitments will not exceed 50% of its assets taken at the time of          
acquisition of such commitment. A Portfolio will at all times maintain a        
segregated account with its liquid assets in an aggregate amount equal to the   
purchase price of the securities underlying the commitment.                     

          There can be no assurance that the securities subject to a standby
commitment will be issued, and the value of the security, if issued, on the     
delivery date may be more or less than its purchase price. Since the issuance of
the security underlying the commitment is at the option of the issuer, a        
Portfolio will bear the risk of capital loss in the event the value of the      
security declines and may not benefit from an appreciation in the value of the  
security during the commitment period if the issuer decides not to issue and    
sell the security to the Portfolio.                                             

            The purchase of a security subject to a standby commitment agreement
and the related commitment fee will be recorded on the date on which the        
security can reasonably be expected to be issued, and the value of the security 
will thereafter be reflected in the calculation of a Portfolio's NAV. The cost  
basis of the security will be adjusted by the amount of the commitment fee. In  
the event the security is not issued, the commitment fee will be recorded as    
income on the expiration date of the standby commitment.                        

Structured Securities                                                           
---------------------                                                           

    Certain of the Portfolios may invest in securities issued in
structured financing transactions, which generally involve aggregating types of 
debt assets in a pool or special purpose entity and then issuing new securities.
Types of structured financings include, for example, mortgage-related and other 
asset-backed securities. A Portfolio's investments include investments in       
structured securities that represent interests in entities organized and        
operated solely for the purpose of restructuring the investment characteristics 
of debt obligations. This type of restructuring involves the deposit with or    
purchase by an entity, such as a corporation or trust, of specified instruments 
(such as commercial bank loans) and the issuance by that entity of one or more  
classes of securities ("Structured Securities") backed by, or representing      
interests in, the underlying instruments. The cash flow on the underlying       
instruments may be apportioned among the newly issued Structured Securities to  
create securities with different investment characteristics such as varying     
maturities, payment priorities and interest rate provisions, and the extent of  
the payments made with respect to Structured Securities is dependent on the     
extent of the cash flow on the underlying instruments. Because Structured       
Securities of the type in which a Portfolio anticipates it will invest typically
involve no credit enhancement, their credit risk generally will be equivalent to
that of the underlying instruments.                                             

   A Portfolio is permitted to invest in a class of Structured
Securities that is either subordinated or unsubordinated to the right of payment
of another class. Subordinated Structured Securities typically have higher      
yields and present greater risks than unsubordinated Structured Securities.     

    Certain issuers of Structured Securities may be deemed to be
"investment companies" as defined in the 1940 Act. As a result, a Portfolio's   
investment in these Structured Securities may be limited by the restrictions    
contained in the 1940 Act described under "Investment in Other Investment       
Companies."                                                                     

Trust Preferred Securities                                                      
--------------------------                                                      

            Trust preferred securities are preferred securities typically issued
by a special purpose trust subsidiary and backed by subordinated debt of that   
subsidiary's parent corporation. Unlike typical asset-backed securities, which  
have many underlying payors and usually are overcollateralized, trust preferred 
securities have only one underlying payor and are not overcollateralized. Trust 
preferred securities may have varying maturity dates, at times in excess of 30  
years, or may have no specified maturity date with an onerous interest rate     
adjustment if not called on the first call date. Dividend payments of the trust 
preferred securities generally coincide with interest payments on the underlying
subordinated debt. Issuers of trust preferred securities and their parents      
currently enjoy favorable tax treatment. If the tax characterization of trust   
preferred securities were to change, they could be redeemed by the issuers,     
resulting in a loss to a Portfolio. Trust preferred securities are subject to   
special risks. Dividend payments only will be paid if interest payments on the  
underlying obligations are made. These interest payments are dependent on the   
financial condition of the parent corporation and may be deferred for up to 20  
consecutive quarters. There is also the risk that the underlying obligations,   
and thus the trust preferred securities, may be prepaid after a stated call date
or as a result of certain tax or regulatory events, resulting in a lower yield  
to maturity.                                                                    

U.S. Government Securities                                                      
--------------------------                                                      

      U.S. Government securities may be backed by the full faith and
credit of the United States, supported only by the right of the issuer to borrow
from the U.S. Treasury or backed only by the credit of the issuing agency       
itself. These securities include: (i) the following U.S. Treasury securities,   
which are backed by the full faith and credit of the United States and differ   
only in their interest rates, maturities and times of issuance: U.S. Treasury   
bills (maturities of one year or less with no interest paid and hence issued at 
a discount and repaid at full face value upon maturity), U.S. Treasury notes    
(maturities of one to ten years with interest payable every six months) and U.S.
Treasury bonds (generally maturities of greater than ten years with interest    
payable every six months); (ii) obligations issued or guaranteed by U.S.        
Government agencies and instrumentalities that are supported by the full faith  
and credit of the U.S. Government, such as securities issued by GNMA, the       
Farmers Home Administration, the Department of Housing and Urban Development,   
the Export-Import Bank, the General Services Administration and the Small       
Business Administration, and including obligations that are issued by private   
issuers that are guaranteed as to principal or interest by the U.S. Government, 
its agencies or instrumentalities; and (iii) obligations issued or guaranteed by
U.S. government agencies and instrumentalities that are not supported by the    
full faith and credit of the U.S. Government or a right to borrow from the U.S. 
Treasury, such as securities issued by the FNMA and FHLMC, and governmental     
collateralized mortgage obligations ("CMOs"). The maturities of the U.S.        
Government securities listed in paragraphs (i) and (ii) above usually range from
three months to 30 years. Such securities, except GNMA certificates, normally   
provide for periodic payments of interest in fixed amount with principal        
payments at maturity or specified call dates.                                   

          U.S. Government securities also include zero coupon securities and
principal-only securities and certain stripped mortgage-related securities. Zero
coupon securities are described in more detail in "Zero Coupon Securities"      
below, and stripped mortgage-related securities and principal-only securities   
are described in more detail in "Mortgage-Related Securities-Stripped           
Mortgage-Related Securities" above. In addition, other U.S. Government agencies 
and instrumentalities have issued stripped securities that are similar to SMRS. 

Inflation-protected securities, or IPS, such as Treasury
Inflation-Protected Securities, or TIPS, are fixed-income securities whose      
principal value is periodically adjusted according to the rate of inflation. If 
the index measuring inflation falls, the principal value of these securities    
will be adjusted downward, and consequently the interest payable on these       
securities (calculated with respect to a smaller principal amount) will be      
reduced. Repayment of the original bond principal upon maturity (as adjusted for
inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds.  
For bonds that do not provide a similar guarantee, the adjusted principal value 
of the bond repaid at maturity may be less than the original principal.         

       Inflation-protected securities tend to react to changes in real
interest rates. In general, the price of an inflation-protected security can    
fall when real interest rates rise, and can rise when real interest rates fall. 
Interest payments on inflation-protected securities can be unpredictable and    
will vary as the principal and/or interest is adjusted for inflation.           

          TIPS, which are issued by the U.S Treasury, use the Consumer Price
Index for Urban Consumers, or the CPI, as the inflation measure. The principal  
of a TIPS increases with inflation and decreases with deflation, as measured by 
the CPI. When a TIPS matures, the holder is paid the adjusted principal or      
original principal, whichever is greater. TIPS pay interest twice a year, at a  
fixed rate, which is determined by auction at the time the TIPS are issued. The 
rate is applied to the adjusted principal; so, like the principal, interest     
payments rise with inflation and fall with deflation. TIPS are issued in terms  
of 5, 10, and 20 years.                                                         

          Guarantees of securities by the U.S. Government or its agencies or
instrumentalities guarantee only the payment of principal and interest on the   
securities, and do not guarantee the securities' yield or value or the yield or 
value of the shares of the Portfolio that holds the securities.                 

     U.S. Government securities are considered among the safest of
fixed-income investments. As a result, however, their yields are generally lower
than the yields available from other fixed-income securities.                   

            Zero Coupon Treasury Securities. Zero coupon Treasury securities are
U.S. Treasury bills, notes and bonds which have been stripped of their unmatured
interest coupons and receipts or certificates representing interests in such    
stripped debt obligations and coupons. A zero coupon security is a debt         
obligation that does not entitle the holder to any periodic payments prior to   
maturity but, instead, is issued and traded at a discount from its face amount. 
The discount varies depending on the time remaining until maturity, prevailing  
interest rates, liquidity of the security and perceived credit quality of the   
issuer. The market prices of zero coupon securities are generally more volatile 
than those of interest-bearing securities, and are likely to respond to changes 
in interest rates to a greater degree than otherwise comparable securities that 
do pay periodic interest. Current federal tax law requires that a holder (such  
as a Portfolio) of a zero coupon security accrue a portion of the discount at   
which the security was purchased as income each year, even though the holder    
receives no interest payment on the security during the year. As a result, in   
order to make the distributions necessary for a Portfolio not to be subject to  
federal income or excise taxes, the Portfolio might be required to pay out as an
income distribution each year an amount, obtained by liquidation of portfolio   
securities if necessary, greater than the total amount of cash that the         
Portfolio has actually received as interest during the year. The Adviser        
believes, however, that it is highly unlikely that it would be necessary to     
liquidate any portfolio securities for this purpose.                            

           Currently the only U.S. Treasury security issued without coupons is
the Treasury bill. Although the U.S. Treasury does not itself issue treasury    
notes and bonds without coupons, under the U.S. Treasury STRIPS program interest
and principal on certain long term treasury securities may be maintained        
separately in the Federal Reserve book entry system and may be separately traded
and owned. However, in the last few years a number of banks and brokerage firms 
have separated ("stripped") the principal portions ("corpus") from the coupon   
portions of the U.S. Treasury bonds and notes and sold them separately in the   
form of receipts or certificates representing undivided interests in these      
instruments (which instruments are generally held by a bank in a custodial or   
trust account).                                                                 

Variable, Floating and Inverse Floating Rate Securities                         
-------------------------------------------------------                         

       These securities have interest rates that are reset at periodic
intervals, usually by reference to some interest rate index or market interest  
rate. Some of these securities are backed by pools of mortgage loans. Although  
the rate adjustment feature may act as a buffer to reduce sharp changes in the  
value of these securities, they are still subject to changes in value based on  
changes in market interest rates or changes in the issuer's creditworthiness.   
Because the interest rate is reset only periodically, changes in the interest   
rate on these securities may lag behind changes in prevailing market interest   
rates. Also, some of these securities (or the underlying mortgages) are subject 
to caps or floors that limit the maximum change in the interest rate during a   
specified period or over the life of the security.                              

Variable Notes                                                                  
--------------                                                                  

        Variable amount master demand notes and variable amount floating
rate notes are obligations that permit the investment of fluctuating amounts by 
a Portfolio at varying rates of interest pursuant to direct arrangements between
the Portfolio, as lender, and the borrower. Master demand notes permit daily    
fluctuations in the interest rate while the interest rate under variable amount 
floating rate notes fluctuate on a weekly basis. These notes permit daily       
changes in the amounts borrowed. A Portfolio has the right to increase the      
amount under these notes at any time up to the full amount provided by the note 
agreement, or to decrease the amount, and the borrower may repay up to the full 
amount of the notes without penalty. Because these types of notes are direct    
lending arrangements between the lender and the borrower, it is not generally   
contemplated that such instruments will be traded and there is no secondary     
market for these notes. Master demand notes are redeemable (and, thus,          
immediately repayable by the borrower) at face value plus accrued interest at   
any time. Variable amount floating rate notes are subject to next-day redemption
for 14 days after the initial investment therein. With both types of notes,     
therefore, a Portfolio's right to redeem depends on the ability of the borrower 
to pay principal and interest on demand. In connection with both types of note  
arrangements, the Portfolio considers earning power, cash flow and other        
liquidity ratios of the issuer. These notes, as such, are not typically rated by
credit rating agencies. Unless they are so rated, a Portfolio may invest in them
only if, at the time of an investment, the issuer has an outstanding issue of   
unsecured debt rated Aa3 or better by Moody's or AA- or better by S&P or Fitch. 

General                                                                         
-------                                                                         

            The Fund has voluntarily agreed that each Portfolio with the ability
to invest in foreign issuers will adhere to the foreign security diversification
guidelines promulgated by certain State Insurance Departments. Pursuant to these
guidelines, each such Portfolio will invest in issuers from a minimum of five   
different foreign countries. This minimum will be reduced to four different     
foreign countries when securities of foreign issuers comprise less than 80% of  
the Portfolio's NAV, three different foreign countries when securities of       
foreign issuers comprise less than 60% of the Portfolio's NAV, two different    
foreign countries when securities of foreign issuers comprise less than 40% of  
the Portfolio's NAV and one foreign country when securities of foreign issuers  
comprise less than 20% of the Portfolio's NAV. The Fund has also voluntarily    
agreed that each Portfolio that may invest in securities of foreign issuers will
limit its investment in the securities of issuers located in any one country to 
20% of the Portfolio's NAV, except that the Portfolio may have an additional 15%
of its NAV invested in securities of issuers located in Australia, Canada,      
France, Japan, the United Kingdom or Germany.                                   

            In addition, the Fund has adopted an investment policy, which is not
designated a "fundamental policy" within the meaning of the 1940 Act, of        
intending to have each Portfolio comply at all times with the diversification   
requirements prescribed in Section 817(h) of the Code or any successor thereto  
and the applicable Treasury Regulations thereunder. This policy may be changed  
upon notice to shareholders of the Fund, but without their approval.            

Effects of Borrowing and Use of Leverage                                        
----------------------------------------                                        

           A Portfolio may use borrowings for investment purposes. A Portfolio
may maintain borrowings from banks or as otherwise permitted under Commission   
rules or exemptive orders with the Portfolio or the Adviser in an amount of     
money representing approximately one-third of the Portfolio's total assets less 
liabilities (other than the amount borrowed). Borrowings by a Portfolio result  
in leveraging of the Portfolio's shares of common stock. The proceeds of such   
borrowings will be invested in accordance with the Portfolio's investment       
objective and policies. The Adviser anticipates that the difference between the 
interest expense paid by a Portfolio on borrowings and the rates received by the
Portfolio from its investment portfolio issuers will provide the Portfolio's    
shareholders with a potentially higher yield.                                   

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

    A Portfolio may also use leverage for investment purposes by
entering into transactions such as reverse repurchase agreements, forward       
contracts and dollar rolls. This means that the Portfolio uses the cash proceeds
made available during the term of these transactions to make investments in     
other fixed-income securities. The use of leverage is considered speculative and
involves certain risks to the Portfolio's shareholders. These include a higher  
volatility of the Portfolio's NAV and the relatively greater effect on the NAV  
caused by favorable or adverse changes in market conditions or interest rates.  
So long as the Portfolio is able to realize a net return on its investment      
portfolio that is higher than the carrying costs of these transactions, the     
effect of leverage will be to cause the Portfolio's shareholders to realize     
higher current net income than if the Portfolio were not leveraged. To the      
extent that the carrying costs of these transactions approaches the net return  
on the Portfolio's investment portfolio, or exceed it, the benefit to the       
Portfolio's shareholders will be reduced or result in a lower rate of return    
than if the Portfolio were not leveraged.                                       

         Under the 1940 Act, a Portfolio is not permitted to borrow unless
immediately after such borrowing there is "asset coverage," as that term is     
defined and used in the 1940 Act, of at least 300% for all borrowings of the    
Portfolio. In addition, under the 1940 Act, in the event asset coverage falls   
below 300%, the Portfolio must within three days reduce the amount of its       
borrowing to such an extent that the asset coverage of its borrowings is at     
least 300%. If repayments of borrowings are necessary to maintain 300% asset    
coverage, the Portfolio could be required to sell portfolio securities at times 
considered disadvantageous by the Adviser and such sales could cause the        
Portfolio to incur related transaction costs and to realize taxable gains.      

Foreign Currency Transactions.                                                  
------------------------------                                                  

      A Portfolio may invest, sometimes substantially, in securities
denominated in foreign currencies and a corresponding portion of the Portfolio's
revenues will be received in such currencies. In addition, a Portfolio may      
conduct foreign currency transactions for hedging and non-hedging purposes on a 
spot (i.e., cash) basis or through the use of derivatives transactions, such as 
forward currency exchange contracts, currency futures and options thereon, and  
options on currencies as described above. The dollar equivalent of the          
Portfolio's net assets and distributions will be adversely affected by          
reductions in the value of certain foreign currencies relative to the U.S.      
Dollar. Such changes will also affect the Portfolio's income. A Portfolio will, 
however, have the ability to attempt to protect itself against adverse changes  
in the values of foreign currencies by engaging in certain of the investment    
practices listed above. While the Portfolio has this ability, there is no       
certainty as to whether, and to what extent, the Portfolio will engage in these 
practices.                                                                      

      Currency exchange rates may fluctuate significantly over short
periods of time causing, along with other factors, the Portfolio's NAV to       
fluctuate. Currency exchange rates generally are determined by the forces of    
supply and demand in the foreign exchange markets and the relative merits of    
investments in different countries, actual or anticipated changes in interest   
rates and other complex factors, as seen from an international perspective.     
Currency exchange rates also can be affected unpredictably by the intervention  
of U.S. or foreign governments or central banks, or the failure to intervene, or
by currency controls or political developments in the United States or abroad.  
To the extent the Portfolio's total assets adjusted to reflect the Portfolio's  
net position after giving effect to currency transactions is denominated or     
quoted in the currencies of foreign countries, the Portfolio will be more       
susceptible to the risk of adverse economic and political developments within   
those countries.                                                                

           A Portfolio will incur costs in connection with conversions between
various currencies. A Portfolio may hold foreign currency received in connection
with investments when, in the judgment of the Adviser, it would be beneficial to
convert such currency into U.S. Dollars at a later date, based on anticipated   
changes in the relevant exchange rate. If the value of the foreign currencies in
which the Portfolio receives its income falls relative to the U.S. Dollar       
between receipt of the income and the making of Portfolio distributions, the    
Portfolio may be required to liquidate securities in order to make distributions
if the Portfolio has insufficient cash in U.S. Dollars to meet distribution     
requirements. Similarly, if an exchange rate declines between the time the      
Portfolio incurs expenses in U.S. Dollars and the time cash expenses are paid,  
the amount of the currency required to be converted into U.S. Dollars in order  
to pay expenses in U.S. Dollars could be greater than the equivalent amount of  
such expenses in the currency at the time they were incurred.                   

     If the value of the foreign currencies in which the Portfolio
receives income falls relative to the U.S. Dollar between receipt of the income 
and the making of Portfolio distributions, the Portfolio may be required to     
liquidate securities in order to make distributions if the Portfolio has        
insufficient cash in U.S. Dollars to meet the distribution requirements that the
Portfolio must satisfy to qualify as a regulated investment company for federal 
income tax purposes. Similarly, if the value of a particular foreign currency   
declines between the time the Portfolio incurs expenses in U.S. Dollars and the 
time cash expenses are paid, the amount of the currency required to be converted
into U.S. Dollars in order to pay expenses in U.S. Dollars could be greater than
the equivalent amount of such expenses in the currency at the time they were    
incurred. In light of these risks, the Portfolio may engage in certain currency 
hedging transactions, which themselves, involve certain special risks.          

485BPOS
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MANAGEMENT OF THE FUND

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Board of Directors Information                                                  
------------------------------                                                  

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

                                                        [Enlarge/Download Table]


                                                                            OTHER               
                             PRINCIPAL                         PORTFOLIOS   DIRECTORSHIPS       
                             OCCUPATION(S)                     IN FUND      HELD                
                             DURING PAST 5                     COMPLEX      BY DIRECTOR IN      
NAME, ADDRESS*, AGE AND      YEARS AND OTHER                   OVERSEEN     THE PAST            
(YEAR FIRST ELECTED**)       QUALIFICATIONS***                 BY DIRECTOR  5 YEARS             
-----------------------      --------------------------------  -----------  --------------      
                                                                                                
INDEPENDENT DIRECTORS                                                                           

Chairman of the Board                                                                           

William H. Foulk, Jr., #, +  Investment Adviser and an         92           None                
77                           Independent Consultant since                                       
(1990)                       prior to 2005.  Previously, he                                     
                             was Senior Manager of Barrett                                      
                             Associates, Inc., a registered                                     
                             investment adviser. He was                                         
                             formerly Deputy Comptroller and                                    
                             Chief Investment Officer of the                                    
                             State of New York and, prior                                       
                             thereto, Chief Investment                                          
                             Officer of the New York Bank for                                   
                             Savings. Mr. Foulk has served as                                   
                             a director or trustee of various                                   
                             AllianceBernstein Funds                                            
                             since 1983 and has been Chairman                                   
                             of the AllianceBernstein Funds                                     
                             and of the Independent Directors                                   
                             Committee of such Funds since                                      
                             2003. He is also active in a                                       
                             number of mutual fund related                                      
                             organizations and committees.                                      

John H. Dobkin, #            Independent Consultant since      90           None                
68                           prior to 2005.  Formerly,                                          
(1992)                       President of Save Venice, Inc.                                     
                             (preservation organization) from                                   
                             2001-2002, Senior Advisor from                                     
                             June 1999-June 2000 and                                            
                             President of Historic Hudson                                       
                             Valley (historic preservation)                                     
                             from December 1989-May 1999.                                       
                             Previously, Director of the                                        
                             National Academy of Design. He                                     
                             has served as a director or                                        
                             trustee of various                                                 
                             AllianceBernstein Funds since                                      
                             1992, and as Chairman of the                                       
                             Audit Committees of a number of                                    
                             such Funds from 2001-2008.                                         

Michael J. Downey, #         Private Investor since prior to   90           Asia Pacific Fund,  
66                           2005.  Formerly, managing                      Inc., The Merger    
(2005)                       partner of Lexington Capital,                  Fund since prior to 
                             LLC (investment advisory firm)                 2005, and Prospect  
                             from December 1997 until                       Acquisition Corp.   
                             December 2003.  From 1987 until                (financial services)
                             1993, Chairman and CEO of                      since prior to 2005 
                             Prudential Mutual Fund                         until 2009          
                             Management, Director of the                                        
                             Prudential Mutual Funds and                                        
                             member of the Executive                                            
                             Committee of Prudential                                            
                             Securities Inc. Mr. Downey has                                     
                             served as a director or trustee                                    
                             of the AllianceBernstein Funds                                     
                             since 2005 and is a director of                                    
                             two other registered investment                                    
                             companies (and Chairman of one                                     
                             of them).                                                          

D. James Guzy, #             Chairman of the Board of PLX      90           Cirrus Logic        
74                           Technology (semi-conductors) and               Corporation         
(2005)                       of SRC Computers Inc., with                    (semi-conductors)   
                             which he has been associated                   since prior to 2005 
                             since prior to 2005. He was a                                      
                             Director of the Intel                                              
                             Corporation (semi-conductors)                                      
                             from 1969 until 2008, and served                                   
                             as Chairman of the Finance                                         
                             Committee of such company for                                      
                             several years until May 2008.                                      
                             Mr. Guzy has served as a                                           
                             director of one or more of the                                     
                             AllianceBernstein Funds since                                      
                             1982.                                                              

Nancy P. Jacklin, #          Professorial Lecturer at the      90           None                
61                           Johns Hopkins School of Advanced                                   
(2006)                       International Studies since                                        
                             2008.  Formerly, U.S. Executive                                    
                             Director of the International                                      
                             Monetary Fund (December 2002-May                                   
                             2006); Partner, Clifford Chance                                    
                             (1992-2002); Sector Counsel,                                       
                             International Banking and                                          
                             Finance, and Associate General                                     
                             Counsel, Citicorp (1985-1992);                                     
                             Assistant General Counsel                                          
                             (International), Federal Reserve                                   
                             Board of Governors (1982-1985);                                    
                             and Attorney Advisor, U.S.                                         
                             Department of the Treasury                                         
                             (1973-1982).  Member of the Bar                                    
                             of the District of Columbia and                                    
                             of New York; and member of the                                     
                             Council on Foreign Relations.                                      
                             Ms. Jacklin has served as a                                        
                             director or trustee of the                                         
                             AllianceBernstein Funds since                                      
                             2006.                                                              

Garry L. Moody, #            Independent Consultant.           89           None                
58                           Formerly, Partner, Deloitte &                                      
(2008)                       Touche LLP (1995-2008) where he                                    
                             held a number of senior                                            
                             positions, including Vice                                          
                             Chairman, and U.S. and Global                                      
                             Investment Management Practice                                     
                             Managing Partner; President,                                       
                             Fidelity Accounting and Custody                                    
                             Services Company (1993-1995);                                      
                             and Partner, Ernst & Young LLP                                     
                             (1975-1993), where he served as                                    
                             the National Director of Mutual                                    
                             Fund Tax Services. He is also a                                    
                             member of the Governing Council                                    
                             of the Independent Directors                                       
                             Council (ICD), an organization                                     
                             of independent directors of                                        
                             mutual funds, and serves on that                                   
                             organization's Education and                                       
                             Communications Committee. Mr.                                      
                             Moody has served as a director                                     
                             or trustee, and as Chairman of                                     
                             the Audit Committee, of most of                                    
                             the AllianceBernstein Funds                                        
                             since 2008.                                                        

Marshall C. Turner, Jr., #   Private Investor since prior to   90           Xilinx, Inc.        
68                           2005. Interim CEO of MEMC                      (programmable logic 
(2005)                       Electronic Materials, Inc.                     semi-conductors) and
                             (semi-conductor and solar cell                 MEMC Electronic     
                             substrates) from November 2008                 Materials, Inc.     
                             until March 2009. He was                       (semi-conductor and 
                             Chairman and CEO of Dupont                     solar cell          
                             Photomasks, Inc. (components of                substrates) since   
                             semi-conductor manufacturing),                 prior to 2005       
                             2003-2005, and President and                                       
                             CEO, 2005-2006, after the                                          
                             company was renamed Toppan                                         
                             Photomasks, Inc.  Mr. Turner has                                   
                             extensive experience in venture                                    
                             capital investing including                                        
                             prior service as general partner                                   
                             of three institutional venture                                     
                             capital partnerships, and serves                                   
                             on the boards of a number of                                       
                             education and science-related                                      
                             non-profit organizations. Mr.                                      
                             Turner has served as a director                                    
                             or trustee of one or more of the                                   
                             AllianceBernstein Funds since                                      
                             1992.                                                              

Earl D. Weiner, #            Of Counsel, and Partner prior to  90           None                
70                           January 2007, of the law firm                                      
(2007)                       Sullivan & Cromwell LLP, and                                       
                             member of ABA Federal Regulation                                   
                             of Securities Committee Task                                       
                             Force to draft editions of the                                     
                             Fund Director's Guidebook. He                                      
                             also serves as a director or                                       
                             trustee of a various non-profit                                    
                             organizations and has served as                                    
                             Chairman or Vice Chairman of a                                     
                             number of them. He has served as                                   
                             a director or trustee of the                                       
                             AllianceBernstein Funds since                                      
                             2007 and is Chairman of the                                        
                             Governance and Nominating                                          
                             Committees of most of the Funds.                                   


--------                                                                        

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

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

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

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

+     Member of the Fair Value Pricing Committee.                               

          The management of the business and affairs of the Fund is overseen
by the Board. Directors who are not "interested persons" of the Fund as defined 
in the 1940 Act, are referred to as "Independent Directors", and Directors who  
are "interested persons" of the Fund are referred to as "Interested Directors". 
Certain information concerning the Fund's governance structure and each Director
is set forth below.                                                             

        Experience, Skills, Attributes, and Qualifications of the Fund's
Directors. The Governance and Nominating Committee of the Board, which is       
composed of Independent Directors, reviews the experience, qualifications,      
attributes and skills of potential candidates for nomination or election by the 
Board, and would conduct a similar review in connection with the proposed       
nomination of current Directors for re-election by shareholders at any annual or
special meeting of shareholders. In evaluating a candidate for nomination or    
election as a Director the Governance and Nominating Committee takes into       
account the contribution that the candidate would be expected to make to the    
diverse mix of experience, qualifications, attributes and skills that the       
Governance and Nominating Committee believes contributes to good governance for 
the Fund. Additional information concerning the Governance and Nominating       
Committee's consideration of nominees appears in the description of the         
Committee below.                                                                

          The Board has concluded that, based on each Director's experience,
qualifications, attributes or skills on an individual basis and in combination  
with those of the other Directors, each Director is qualified and should        
continue to serve as such. In determining that a particular Director was and    
continues to be qualified to serve as a Director, the Board has considered a    
variety of criteria, none of which, in isolation, was controlling. In addition, 
the Board has taken into account the actual service and commitment of each      
Director during his or her tenure (including the Director's commitment and      
participation in Board and committee meetings, as well as his or her current and
prior leadership of standing and ad hoc committees) in concluding that each     
should continue to serve. Information about the specific experience, skills,    
attributes and qualifications of each Director, which in each case led to the   
Board's conclusion that the Director should serve (or continue to serve) as a   
director of the Fund, is provided in the table above.                           

          The Board believes that, collectively, the Directors have balanced
and diverse experience, qualifications, attributes, and skills, which allow the 
Board to operate effectively in governing the Fund and protecting the interests 
of shareholders. Among other attributes common to all Directors are their       
ability to review critically, evaluate, question and discuss information        
provided to them (including information requested by the Directors), to interact
effectively with the Adviser other service providers, counsel and Fund's        
independent registered public accounting firm, and to exercise effective        
business judgment in the performance of their duties as Directors. References to
the qualifications, attributes and skills of Directors are pursuant to          
requirements of the Commission, do not constitute holding out of the Board or   
any Director as having special expertise or experience and shall note be deemed 
to impose any greater responsibility or liability on any Director of on the     
Board by reason thereof.                                                        

            Board Structure and Oversight Function. The Board is responsible for
oversight of the Fund. The Fund has engaged the Adviser to manage the Fund on a 
day-to-day basis. The Board is responsible for overseeing the Adviser and the   
Fund's other service providers in the operations of the Fund in accordance with 
the Fund's investment objective and policies and otherwise in accordance with   
its prospectus, the requirements of the 1940 Act and other applicable Federal,  
state and other securities and other laws, and the Fund's charter and bylaws.   
The Board meets in-person at regularly scheduled meetings eight times throughout
the year. In addition, the Directors may meet in-person or by telephone at      
special meetings or on an informal basis at other times. The Independent        
Directors also regularly meet without the presence of any representatives of    
management. As described below, the Board has established four standing         
committees - the Audit, Governance and Nominating, Independent Directors, and   
Fair Valuation Committees - and may establish ad hoc committees or working      
groups from time to time, to assist the Board in fulfilling its oversight       
responsibilities. Each committee is composed exclusively of Independent         
Directors. The responsibilities of each committee, including its oversight      
responsibilities, are described further below. The Independent Directors have   
also engaged independent legal counsel, and may from time to time engage        
consultants and other advisors, to assist them in performing their oversight    
responsibilities.                                                               

    An Independent Director serves as Chairman of the Board. The
Chairman's duties include setting the agenda for each Board meeting in          
consultation with management, presiding at each Board meeting, meeting with     
management between Board meetings, and facilitating communication and           
coordination between the Independent Directors and management. The Directors    
have determined that the Board's leadership by an Independent Director and its  
committees composed exclusively of Independent Directors is appropriate because 
they believe it sets the proper tone to the relationships between the Fund, on  
the one hand, and the Adviser and other service providers, on the other, and    
facilitates the exercise of the Board's independent judgment in evaluating and  
managing the relationships. In addition, the Fund is required to have an        
Independent Director as Chairman pursuant to certain 2003 regulatory settlements
involving the Adviser.                                                          

           Risk Oversight. The Fund is subject to a number of risks, including
investment, compliance and operational risks. Day-to-day risk management with   
respect to the Fund resides with the Adviser or other service providers         
(depending on the nature of the risk), subject to supervision by the Adviser.   
The Board has charged the Adviser and its affiliates with (i) identifying events
or circumstances the occurrence of which could have demonstrable and material   
adverse effects on the Fund; (ii) to the extent appropriate, reasonable or      
practicable, implementing processes and controls reasonably designed to lessen  
the possibility that such events or circumstances occur or to mitigate the      
effects of such events or circumstances if they do occur; and (iii) creating and
maintaining a system designed to evaluate continuously, and to revise as        
appropriate, the processes and controls described in (i) and (ii) above.        

         Risk oversight forms part of the Board's general oversight of the
Fund's investment program and operations and is addressed as part of various    
regular Board and committee activities. The Fund's investment management and    
business affairs are carried out by or through the Adviser and other service    
providers. Each of these persons has an independent interest in risk management 
but the policies and the methods by which one or more risk management functions 
are carried out may differ from the Fund's and each other's in the setting of   
priorities, the resources available or the effectiveness of relevant controls.  
Oversight of risk management is provided by the Board and the Audit Committee.  
The Directors regularly receive reports from, among others, management          
(including the Chief Risk Officer of the Adviser and representatives of various 
internal committees of the Adviser), the Fund's Senior Officer (who is also the 
Fund's chief compliance officer), its independent registered public accounting  
firm, counsel, and internal auditors for the Adviser, as appropriate, regarding 
risks faced by the Fund and the Adviser's risk management programs.             

         Not all risks that may affect the Fund can be identified, nor can
controls be developed to eliminate or mitigate their occurrence or effects. It  
may not be practical or cost-effective to eliminate or mitigate certain risks,  
the processes and controls employed to address certain risks may be limited in  
their effectiveness, and some risks are simply beyond the reasonable control of 
the Fund or the Adviser, its affiliates or other service providers. Moreover, it
is necessary to bear certain risks (such as investment-related risks) to achieve
the Fund's goals. As a result of the foregoing and other factors the Fund's     
ability to manage risk is subject to substantial limitations.                   

        The Fund's Board has four standing committees of the Board -- an
Audit Committee, a Governance and Nominating Committee, a Fair Value Pricing    
Committee and an Independent Directors Committee. The members of the Audit,     
Governance and Nominating, Fair Value Pricing, and Independent Directors        
Committees are identified above.                                                

         The function of the Audit Committee is to assist the Board in its
oversight of the Fund's financial reporting process. The Audit Committee met    
twice during the Fund's most recently completed fiscal year.                    

            The function of the Governance and Nominating Committee includes the
nomination of persons to fill any vacancies or newly created positions on the   
Board. The Governance and Nominating Committee met four times each during the   
Fund's most recently completed fiscal year.                                     

           The Governance and Nominating Committee has a charter and, pursuant
to the charter, the Governance and Nominating Committee will consider candidates
for nomination as a director submitted by a shareholder or group of shareholders
who have beneficially owned at least 5% of a Portfolio's common stock or shares 
of beneficial interest for at least two years at the time of submission and who 
timely provide specified information about the candidates and the nominating    
shareholder or group. To be timely for consideration by the Governance and      
Nominating Committee, the submission, including all required information, must  
be submitted in writing to the attention of the Secretary at the principal      
executive offices of the Fund not less than 120 days before the date of the     
proxy statement for the previous year's annual meeting of shareholders. If the  
Fund did not hold an annual meeting of shareholders in the previous year, the   
submission must be delivered or mailed and received within a reasonable amount  
of time before the Fund begins to print and mail its proxy materials. Public    
notice of such upcoming annual meeting of shareholders may be given in a        
shareholder report or other mailing to shareholders or by other means deemed by 
the Governance and Nominating Committee or the Board to be reasonably calculated
to inform shareholders.                                                         

    Shareholders submitting a candidate for consideration by the
Governance and Nominating Committee must provide the following information to   
the Governance and Nominating Committee: (i) a statement in writing setting     
forth (A) the name, date of birth, business address and residence address of the
candidate; (B) any position or business relationship of the candidate, currently
or within the preceding five years, with the shareholder or an associated person
of the shareholder as defined below; (C) the class or series and number of all  
shares of a Portfolio owned of record or beneficially by the candidate; (D) any 
other information regarding the candidate that is required to be disclosed about
a nominee in a proxy statement or other filing required to be made in connection
with the solicitation of proxies for election of Directors pursuant to Section  
20 of the 1940 Act and the rules and regulations promulgated thereunder; (E)    
whether the shareholder believes that the candidate is or will be an "interested
person" of the Fund (as defined in the 1940 Act) and, if believed not to be an  
"interested person," information regarding the candidate that will be sufficient
for the Fund to make such determination; and (F) information as to the          
candidate's knowledge of the investment company industry, experience as a       
director or senior officer of public companies, directorships on the boards of  
other registered investment companies and educational background; (ii) the      
written and signed consent of the candidate to be named as a nominee and to     
serve as a Director if elected; (iii) the written and signed agreement of the   
candidate to complete a directors' and officers' questionnaire if elected; (iv) 
the shareholder's consent to be named as such by the Fund; (v) the class or     
series and number of all shares of each Portfolio of the Fund owned beneficially
and of record by the shareholder and any associated person of the shareholder   
and the dates on which such shares were acquired, specifying the number of      
shares owned beneficially but not of record by each, and stating the names of   
each as they appear on the Fund's record books and the names of any nominee     
holders for each; and (vi) a description of all arrangements or understandings  
between the shareholder, the candidate and/or any other person or persons       
(including their names) pursuant to which the recommendation is being made by   
the shareholder. "Associated Person of the shareholder" means any person who is 
required to be identified under clause (vi) of this paragraph and any other     
person controlling, controlled by or under common control with, directly or     
indirectly, (a) the shareholder or (b) the associated person of the shareholder.

           The Governance and Nominating Committee may require the shareholder
to furnish such other information as it may reasonably require or deem necessary
to verify any information furnished pursuant to the nominating procedures       
described above or to determine the qualifications and eligibility of the       
candidate proposed by the shareholder to serve on the Board. If the shareholder 
fails to provide such other information in writing within seven days of receipt 
of written request from the Governance and Nominating Committee, the            
recommendation of such candidate as a nominee will be deemed not properly       
submitted for consideration, and will not be considered, by the Committee.      

      The Governance and Nominating Committee will consider only one
candidate submitted by such a shareholder or group for nomination for election  
at an annual meeting of shareholders. The Governance and Nominating Committee   
will not consider self-nominated candidates. The Governance and Nominating      
Committee will consider and evaluate candidates submitted by shareholders on the
basis of the same criteria as those used to consider and evaluate candidates    
submitted from other sources. These criteria include the candidate's relevant   
knowledge, experience, and expertise, the candidate's ability to carry out his  
or her duties in the best interests of the Fund, the candidate's ability to     
qualify as an independent Director and such other criteria as the Governance and
Nominating Committee determines to be relevant in light of the existing         
composition of the Board and any anticipated vacancies or other factors.        

           The function of the Fair Value Pricing Committee is to consider, in
advance if possible, any fair valuation decision of the Adviser's Valuation     
Committee relating to a security held by the Fund made under unique or highly   
unusual circumstances not previously addressed by the Valuation Committee that  
would result in a change in the Fund's NAV by more than $0.01 per share. The    
Fair Value Pricing Committee did not meet during the Fund's most recently       
completed fiscal year.                                                          

          The function of the Independent Directors Committee is to consider
and take action on matters that the Board or Committee believes should be       
addressed in executive session of the Independent Directors, such as review and 
approval of the Advisory and Distribution Services Agreements. The Independent  
Directors Committee met eight times during the Fund's most recently completed   
fiscal year.                                                                    

            The dollar range of the Fund's securities owned by each Director and
the aggregate dollar range of securities of all of the registered investment    
companies to which the Adviser provides investment advisory services            
(collectively, the "AllianceBernstein Fund Complex") owned by each Director are 
set forth below.                                                                

                                                        AGGREGATE DOLLAR RANGE
                                    DOLLAR RANGE OF      OF EQUITY SECURITIES IN
                                  EQUITY SECURITIES    THE ALLIANCEBERNSTEIN
                               IN THE FUND AS OF    FUND COMPLEX AS OF
                              DECEMBER 31, 2009*   DECEMBER 31, 2009
                              ------------------   -----------------

John H. Dobkin                                  None        Over $100,000       
Michael J. Downey                               None        Over $100,000       
William H. Foulk, Jr.                           None        Over $100,000       
D. James Guzy                                   None        Over $100,000       
Nancy P. Jacklin                                None        Over $100,000       
Garry L. Moody                                  None        Over $100,000       
Marshall C. Turner, Jr.                         None        Over $100,000       
Earl D. Weiner                                  None        Over $100,000       

--------                                                                        
*     The Directors cannot directly invest in the Fund's Portfolios, because    
     direct investments in the Portfolios may be made only by variable annuity
and variable life insurance separate accounts.                      

Officer Information                                                             
-------------------                                                             

       Certain information concerning the Fund's officers is set forth
below.                                                                          

                  POSITION(S)             PRINCIPAL OCCUPATION
NAME, ADDRESS* AND AGE     HELD WITH FUND          DURING PAST 5 YEARS          
----------------------     --------------          -------------------          

Robert M. Keith,           President and Chief     Executive Vice President     
50                         Executive Officer       of the Adviser** and the head
                                          of AllianceBernstein
                                                 Investments, Inc. ("ABI")**
                                                   since July 2008. Director and
                                      President of the
                                              AllianceBernstein Mutual
                                                  Funds. Previously, he served
                                           as Executive Managing
                                                   Director of ABI from December
                                                 2006 to June 2008. Prior to
                                          joining ABI in 2006,
                                                 Executive Managing Director
                                                of Bernstein Global Wealth
                                           Management, and prior
                                              thereto, Senior Managing
                                                 Director and Global Head of
                                                 Client Service and Sales of
                                         AllianceBernstein's
                                              institutional investment
                                               management business since
                                                   2005. Prior thereto, Managing
                                                Director and Head of North
                                                 American Client Service and
                                                  Sales in AllianceBernstein's
                                              institutional investment
                                               management business, with
                                                  which he has been associated
                                          since prior to 2005.

Philip L. Kirstein,        Senior Vice President   Senior Vice President and    
64                         and Independent         Independent Compliance       
            Compliance Officer      Officer of the
                                                   AllianceBernstein Funds, with
                                                  which he has been associated
                                                   since 2004. Prior thereto, he
                                                   was Of Counsel to Kirkpatrick
                                                  & Lockhart, LLP from October
                                               2003 to October 2004, and
                                                General Counsel of Merrill
                                               Lynch Investment Managers
                                               L.P. since prior to 2005.

Hiromitsu Agata,           Vice President          Senior Vice President of     
47                                                 AllianceBernstein Japan Ltd. 
                                           ("ABJL")** and a Vice
                                                 President of the Adviser,**
                                            with which he has been
                                               associated since prior to
                           2005.

Olalekan A. Akinyanmi,     Vice President          Vice President of the        
38                                                 Adviser,** with which he has 
                                               been associated since May
                                                 2006. Prior thereto, he was
                                                  an Associate Director of UBS
                                                  Investment Research covering
                                                the oil services industry.

Bruce K. Aronow,           Vice President          Senior Vice President of the 
43                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

William D. Baird,          Vice President          Senior Vice President of the 
41                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Stephen M. Beinhacker,     Vice President          Senior Vice President of the 
45                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Isabel Buccellati,         Vice President          Vice President of            
41                                                 AllianceBernstein Limited    
                                          ("ABL")** and a Vice
                                                 President of the Adviser,**
                                             with which she has been
                                               associated since prior to
                           2005.

Joseph G. Carson,          Vice President          Senior Vice President of the 
58                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Frank V. Caruso,           Vice President          Senior Vice President of the 
53                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Maria R. Cona,             Vice President          Vice President of the        
55                                                 Adviser,** with which she has
                                                 been associated since prior
                              to 2005.

Henry S. D'Auria,          Vice President          Senior Vice President of the 
48                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Paul J. DeNoon,            Vice President          Senior Vice President of the 
48                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Edward J. Dombrowski,      Vice President          Vice President of the        
32                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Gregory D. Eckersley,      Vice President          Senior Vice President of the 
45                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Joseph R. Elegante,        Vice President          Senior Vice President of the 
38                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Sharon E. Fay,             Vice President          Executive Vice President of  
49                                                 the Adviser,** with which she
                                               has been associated since
                                    prior to 2005.

Thomas J. Fontaine,        Vice President          Senior Vice President of the 
44                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Eric J. Franco,            Vice President          Senior Vice President of the 
50                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

John Giaquinta,            Vice President          Assistant Vice President of  
46                                                 the Adviser,** with which he 
                                               has been associated since
                                    prior to 2005.

William A. Johnston,       Vice President          Senior Vice President of     
49                                                 ABL** and a Vice President of
                                                  the Adviser,** with which he
                                               has been associated since
                                    prior to 2005.

Shawn E. Keegan,           Vice President          Vice President of the        
38                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

John J. Kelley,            Vice President          Senior Vice President of the 
50                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

N. Kumar Kirpalani,        Vice President          Senior Vice President of the 
56                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Ian Kirwan,                Vice President          Senior Vice President of the 
34                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Samantha S. Lau,           Vice President          Senior Vice President of the 
37                                                 Adviser,** with which she has
                                                 been associated since prior
                              to 2005.

Dokyoung Lee,              Vice President          Senior Vice President of the 
44                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Jason P. Ley,              Vice President          Senior Vice President of the 
37                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

James W. MacGregor,        Vice President          Senior Vice President of the 
42                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Alison M. Martier,         Vice President          Senior Vice President of the 
53                                                 Adviser,** with which she has
                                                 been associated since prior
                              to 2005.

Christopher W. Marx,       Vice President          Senior Vice President of the 
42                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Teresa Marziano,           Vice President          Senior Vice President of the 
55                                                 Adviser,** with which she has
                                                 been associated since prior
                              to 2005.

Seth J. Masters,           Vice President          Executive Vice President of  
50                                                 the Adviser,** with which he 
                                               has been associated since
                                    prior to 2005.

Christopher H. Nikolich,   Vice President          Senior Vice President of the 
40                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Raymond J. Papera,         Vice President          Senior Vice President of the 
54                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Michele Patri,             Vice President          Senior Vice President of     
46                                                 ABL** and a Vice President of
                                                  the Adviser,** with which he
                                               has been associated since
                                    prior to 2005.

Joseph G. Paul,            Vice President          Senior Vice President of the 
50                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Douglas J. Peebles,        Vice President          Executive Vice President of  
44                                                 the Adviser,** with which he 
                                               has been associated since
                                    prior to 2005.

John D. Phillips,          Vice President          Senior Vice President of the 
63                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

David F. Randell,          Vice President          Senior Vice President of the 
46                                                 Adviser,** since 2007. Prior 
                                                 thereto, he was a principal
                                                of GTCR Golden Rauner LLC.

Amy P. Raskin,             Vice President          Senior Vice President of the 
38                                                 Adviser,** with which she has
                                                 been associated since prior
                              to 2005.

James G. Reilly,           Vice President          Executive Vice President of  
48                                                 the Adviser,** with which he 
                                               has been associated since
                                    prior to 2005.

Michael J. Reilly,         Vice President          Senior Vice President of the 
45                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Patrick J. Rudden,         Vice President          Senior Vice President of the 
47                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Stephen C. Scanlon,        Vice President          Senior Vice President of     
40                                                 ABI,** with which he has been
                                               associated since prior to
                           2005.

Robert W. Scheetz,         Vice President          Senior Vice President of the 
44                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Lisa A. Shalett,           Vice President          Executive Vice President of  
46                                                 the Adviser,** with which she
                                               has been associated since
                                    prior to 2005.

Kevin F. Simms,            Vice President          Senior Vice President of the 
44                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Tassos M. Stassopoulos,    Vice President          Vice President of the        
41                                                 Adviser,** with which he has 
                                           been associated since
                                                   November 2007. Prior thereto,
                                                he was a Managing Director
                                             since 2005 and a senior
                                                 analyst and sector head for
                                             Pan European Travel and
                                                Leisure coverage of Credit
                             Suisse.

Prashant Tewari,           Vice President          Vice President of the        
38                                                 Adviser** since October 2005.
                                              Prior thereto, he was an
                                           engagement manager at
                                         McKinsey & Company.

Christopher M. Toub,       Vice President          Executive Vice President of  
50                                                 the Adviser,** with which he 
                                               has been associated since
                                    prior to 2005.

Wen-Tse Tseng,             Vice President          Vice President of the        
44                                                 Adviser,** with which he has 
                                                 been associated since March
                                                 2006. Prior thereto, he was
                                           the healthcare-sector
                                               portfolio manager for the
                                              small-cap growth team at
                                                   William D. Witter since prior
                              to 2005.

P. Scott Wallace,          Vice President          Senior Vice President of the 
45                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Andrew J. Weiner,          Vice President          Senior Vice President of the 
41                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Greg J. Wilensky,          Vice President          Senior Vice President of the 
43                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Diane Won,                 Vice President          Vice President of the        
38                                                 Adviser,** with which she has
                                                 been associated since prior
                                                 to 2005. Prior thereto, she
                                                 was a senior case leader at
                                    Monitor Group.

Catherine A. Wood,         Vice President          Senior Vice President of the 
44                                                 Adviser,** with which she    
                                               has been associated since
                                    prior to 2005.

David Yuen,                Vice President          Senior Vice President of the 
45                                                 Adviser,** with which he has 
                                                 been associated since prior
                              to 2005.

Vadim Zlotnikov,           Vice President          Executive Vice President of  
48                                                 the Adviser,** and Chief     
                                                  Investment Officer of Growth
                                                 Equities and head of Growth
                                               Portfolio Analytics since
                                                  January 2008. Prior thereto,
                                                 he was the Chief Investment
                                               Strategist for Sanford C.
                                               Bernstein's institutional
                                                 research unit with which he
                                               has been associated since
                                    prior to 2005.

Joseph J. Mantineo,        Treasurer and           Senior Vice President of     
51                         Chief Financial         ABIS,** with which he has    
                         Officer                 been associated since prior
                              to 2005.

Emilie D. Wrapp,           Secretary               Senior Vice President,       
54                                                 Assistant General Counsel and
                                                   Assistant Secretary of ABI,**
                                             with which she has been
                                               associated since prior to
                           2005.

Phyllis J. Clarke,         Controller              Vice President of ABIS,**    
49                                                 with which she has been      
                                               associated since prior to
                           2005.

--------                                                                        
*     The address for each of the Fund's officers is 1345 Avenue of the         
Americas, New York, NY 10105.                                       

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

        The Fund does not pay any fees to, or reimburse expenses of, its
Directors who are considered "interested persons" of the Fund. The aggregate    
compensation paid by the Fund to each of the Directors during the Fund's fiscal 
year ended December 31, 2009, the aggregate compensation paid to each of the    
Directors during calendar year 2009 by the AllianceBernstein Fund Complex, and  
the total number of registered investment companies (and separate investment    
portfolios within those companies) in the AllianceBernstein Fund Complex with   
respect to which each of the Directors serves as a director or trustee, are set 
forth below. Neither the Fund nor any other registered investment company in the
AllianceBernstein Fund Complex provides compensation in the form of pension or  
retirement benefits to any of its directors or trustees.                        

                                                        [Enlarge/Download Table]

                                                                                       Total Number of       
                                                                                       Investment Portfolios 
                                                             Total Number of           in the                
                                                             Investment Companies      AllianceBernstein     
                                        Total Compensation   in the AllianceBernstein  Fund Complex          
                                        From the             Fund Complex,             Including the Fund,   
                        Aggregate       AllianceBernstein    Including the Fund, as    as to which the       
Name of Trustee         Compensation    Fund Complex,        to which the Director is  Director is a Director
or Director             from the Fund   Including the Fund   a Director or Trustee     or Trustee            
----------------        --------------  -------------------  ---------------------     ----------------------
                                                                                                             

John H. Dobkin          $5,587          $242,200             32                        90                    
Michael J. Downey       $5,587          $241,000             32                        90                    
William H. Foulk, Jr.   $10,510         $484,400             34                        92                    
D. James Guzy           $5,587          $241,000             32                        90                    
Nancy P. Jacklin        $5,587          $242,200             32                        90                    
Garry L. Moody          $6,410          $270,200             31                        89                    
Marshall C. Turner, Jr. $5,587          $242,200             32                        90                    
Earl D. Weiner          $6,003          $260,200             32                        90                    


        As of April 5, 2010, the Directors and officers of the Fund as a
group owned less than 1% of the shares of the Fund.                             

Adviser                                                                         
-------                                                                         

          The Adviser, a Delaware limited partnership with principal offices
at 1345 Avenue of the Americas, New York, New York 10105, has been retained     
under an investment advisory agreement (the "Advisory Agreement") to provide    
investment advice and, in general, to conduct the management and investment     
program of the Fund under the supervision of the Board (see "Management of the  
Fund" in the Prospectuses). The Adviser is a registered investment adviser under
the Investment Advisers Act of 1940, as amended.                                

  The Adviser is a leading global investment management firm
supervising client accounts with assets as of December 31, 2009, totaling       
approximately $495.5 billion. The Adviser provides management services for many 
of the largest U.S. public and private employee benefit plans, endowments,      
foundations, public employee retirement funds, banks, insurance companies and   
high net worth individuals worldwide. The Adviser is also one of the largest    
mutual fund sponsors, with a diverse family of globally distributed mutual fund 
portfolios. As one of the world's leading global investment management          
organizations, the Adviser is able to compete for virtually any portfolio       
assignment in any developed capital market in the world.                        

             As of December 31, 2009, AXA, a societe anonyme organized under the
laws of France and the holding company for an international group of insurance  
and related financial services companies, through certain of its subsidiaries   
("AXA and its subsidiaries"), owned approximately 1.4% of the issued and        
outstanding assignments of beneficial ownership of limited partnership interests
("Holding Units") in AllianceBernstein Holding L.P., a Delaware limited         
partnership ("Holding"). Holding Units trade publicly on the New York Stock     
Exchange under the ticker symbol "AB".                                          

        As of December 31, 2009, the ownership structure of the Adviser,
expressed as a percentage of general and limited partnership interests, was as  
follows:                                                                        

AXA and its subsidiaries               62.1%
Holding                                36.5 
Unaffiliated holders                    1.4 
                                      ------
                                      100.0%
                                      ======

          AllianceBernstein Corporation (an indirect wholly-owned subsidiary
of AXA) is the general partner of both Holding and the Adviser.                 
AllianceBernstein Corporation owns 100,000 general partnership units in Holding 
and a 1% general partnership interest in the Adviser. Including both the general
partnership and limited partnership interests in Holding and the Adviser, AXA   
and its subsidiaries had an approximate 62.1% economic interest in the Adviser  
as of December 31, 2009.                                                        

          AXA, a French company, is the holding company for an international
group of companies and a worldwide leader in financial protection and wealth    
management. AXA operates primarily in Western Europe, North America and the     
Asia/Pacific region and, to a lesser extent, in other regions including the     
Middle East, Africa and South America. AXA has five operating business segments:
life and savings, property and casualty insurance, international insurance      
(including reinsurance), asset management and other financial services. AXA     
Financial is a wholly-owned subsidiary of AXA. Equitable is an indirect         
wholly-owned subsidiary of AXA Financial.                                       

     The Advisory Agreement became effective on July 22, 1992. The
Advisory Agreement was approved by the unanimous vote, cast in person, of the   
Fund's Directors including the Directors who are not parties to the Advisory    
Agreement or "interested persons" as defined in the 1940 Act, of any such party,
at a meeting called for the purpose and held on September 10, 1991. At a meeting
held on June 11, 1992, a majority of the outstanding voting securities of the   
Fund approved the Advisory Agreement.                                           

            The Advisory Agreement was amended as of October 24, 1994 to provide
for the addition of the AllianceBernstein Growth Portfolio and the              
AllianceBernstein International Growth Portfolio. The amendment to the Advisory 
Agreement was approved by the unanimous vote, cast in person of the independent 
Directors at a meeting called for that purpose and held on June 14, 1994.       

            The Advisory Agreement was amended as of February 1, 1996 to provide
for the addition of the AllianceBernstein Global Thematic Growth Portfolio,     
formerly AllianceBernstein Global Technology Portfolio. The amendment to the    
Advisory Agreement was approved by the unanimous vote, cast in person, of the   
independent Directors at a meeting called for that purpose and held on November 
28, 1995.                                                                       

         The Advisory Agreement was amended as of July 22, 1996 to provide
for the addition of the AllianceBernstein Small Cap Growth Portfolio. The       
amendment to the Advisory Agreement was approved by the unanimous vote, cast in 
person, of the independent Directors at a meeting called for that purpose and   
held on June 4, 1996.                                                           

     The Advisory Agreement was amended as of December 31, 1996 to
provide for the addition of the AllianceBernstein Real Estate Investment        
Portfolio. The amendment to the Advisory Agreement was approved by the unanimous
vote, cast in person, of the independent Directors at a meeting called for that 
purpose and held on September 10, 1996.                                         

           The Advisory Agreement was amended as of May 1, 2001 to provide for
the addition of the AllianceBernstein Small/Mid Cap Value Portfolio, the        
AllianceBernstein Value Portfolio and the AllianceBernstein International Value 
Portfolio. The amendment to the Advisory Agreement was approved by the unanimous
vote, cast in person, of the independent Directors at a meeting called for that 
purpose and held on January 31, 2001.                                           

           The Advisory Agreement was amended as of May 1, 2004 to provide for
the addition of the AllianceBernstein Balanced Wealth Strategy Portfolio. The   
amendment to the Advisory Agreement was approved by the unanimous vote, cast in 
person, of the independent Directors at a meeting called for that purpose and   
held on March 16-18, 2004.                                                      

   The Adviser provides investment advisory services and order
placement facilities for each of the Fund's Portfolios and pays all compensation
of Directors and officers of the Fund who are affiliated persons of the Adviser.
The Adviser or its affiliates also furnish the Fund, without charge, management 
supervision and assistance and office facilities and provide persons            
satisfactory to the Board to serve as the Fund's officers.                      

         The Fund has, under the Advisory Agreement, assumed obligation to
pay for all other expenses. As to the obtaining of services other than those    
specifically provided to the Fund by the Adviser, the Fund may employ its own   
personnel. For such services, the Fund may also utilize personnel employed by   
the Adviser or its affiliates and, in such event, the services will be provided 
to the Fund at cost and the payments therefore must be specifically approved by 
the Board. The following table shows, for the Portfolios listed, the amounts the
Adviser received for such services during the fiscal year ended December 31,    
2009.                                                                           

PORTFOLIO                                              AMOUNT RECEIVED          
---------                                              ---------------          

AllianceBernstein Money Market Portfolio                   $64,852*             
AllianceBernstein Intermediate Bond Portfolio              $86,950              
AllianceBernstein Large Cap Growth Portfolio               $79,258              
AllianceBernstein Growth and Income Portfolio              $79,420              
AllianceBernstein Growth Portfolio                         $80,399              
AllianceBernstein International Growth Portfolio           $79,010              
AllianceBernstein Global Thematic Growth Portfolio         $79,740              
AllianceBernstein Small Cap Growth Portfolio               $80,222              
AllianceBernstein Real Estate Investment Portfolio         $82,940              
AllianceBernstein International Value Portfolio            $80,696              
AllianceBernstein Small/Mid Cap Value Portfolio            $82,401              
AllianceBernstein Value Portfolio                          $77,878              
AllianceBernstein Balanced Wealth Strategy Portfolio       $82,772              

--------                                                                        

*     Amount received is net of the amount waived voluntarily.                  

           For services rendered by the Adviser under the Advisory Agreements,
the Portfolios paid the Adviser, effective September 7, 2004, the annual        
percentage rates of the average daily NAV as listed below (for the year 2004,   
the Portfolios' previously effective advisory fees were waived to this amount by
the Adviser after January 1, 2004).                                             

                                   CONTRACTUAL FEE, AS A PERCENTAGE OF
                                   THE PORTFOLIO'S AGGREGATE
PORTFOLIO                                            NET ASSETS                 
---------                                            ----------                 

AllianceBernstein Money Market      .45 of 1% of the first $2.5 billion, .40 of 
Portfolio                           1% of the excess over $2.5 billion up to $5 
                                   billion and .35 of 1% of the excess over $5
billion 

AllianceBernstein Intermediate      .45 of 1% of the first $2.5 billion, .40 of 
Bond Portfolio                      1% of the excess over $2.5 billion up to $5 
                                   billion and .35 of 1% of the excess over $5
billion.

AllianceBernstein Large Cap         .75 of 1% of the first $2.5 billion, .65 of 
Growth Portfolio                    1% of the excess over $2.5 billion up to $5 
                                   billion and .60 of 1% of the excess over $5
billion 

AllianceBernstein Growth and        .55 of 1% of the first $2.5 billion, .45 of 
Income Portfolio                    1% of the excess over $2.5 billion up to $5 
                                   billion and .40 of 1% of the excess over $5
billion 

AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of 
Growth Portfolio                    1% of the excess over $2.5 billion up to $5 
                                   billion and .60 of 1% of the excess over $5
billion 

AllianceBernstein Growth            .75 of 1% of the first $2.5 billion, .65 of 
Portfolio                           1% of the excess over $2.5 billion up to $5 
                                   billion and .60 of 1% of the excess over $5
billion 

AllianceBernstein Global Thematic   .75 of 1% of the first $2.5 billion, .65 of 
Growth Portfolio                    1% of the excess over $2.5 billion up to $5 
                                   billion and .60 of 1% of the excess over $5
billion 

AllianceBernstein Small Cap         .75 of 1% of the first $2.5                 
Growth Portfolio                    billion, .65 of 1% of the excess over       
                             $2.5 billion up to $5 billion and .60
                           of 1% of the excess over $5 billion

AllianceBernstein Real Estate       .55 of 1% of the first $2.5 billion, .45 of 
Investment Portfolio                1% of the excess over $2.5 billion up to $5 
                                   billion and .40 of 1% of the excess over $5
billion 

AllianceBernstein International     .75 of 1% of the first $2.5 billion, .65 of 
Value Portfolio                     1% of the excess over $2.5 billion up to $5 
                                   billion and .60 of 1% of the excess over $5
billion 

AllianceBernstein Small/Mid Cap     .75 of 1% of the first $2.5 billion, .65 of 
Value Portfolio                     1% of the excess over $2.5 billion up to $5 
                                   billion and .60 of 1% of the excess over $5
billion 

AllianceBernstein Value Portfolio   .55 of 1% of the first $2.5 billion, .45 of 
                                   1% of the excess over $2.5 billion up to $5
                                   billion and .40 of 1% of the excess over $5
billion 

AllianceBernstein Balanced Wealth   .55 of 1% of the first $2.5 billion, .45 of 
Strategy Portfolio                  1% of the excess over $2.5 billion up to $5 
                                   billion and .40 of 1% of the excess over $5
billion 

      These fees are accrued daily and paid monthly. The Adviser has
contractually agreed to waive its fee and bear certain expenses so that total   
expenses do not, on an annual basis, exceed the amount                          
indicated for the classes and Portfolios listed below:                          

                      Portfolios                                  Expense Caps
                      ----------                                  ------------

AllianceBernstein International Value Portfolio                  Class A   1.20%
                                                                 Class B   1.45%

AllianceBernstein Small/Mid Cap Value Portfolio                  Class A   1.20%
                                                                 Class B   1.45%

AllianceBernstein Value Portfolio                                Class A   1.20%
                                                                 Class B   1.45%

AllianceBernstein Balanced Wealth Strategy Portfolio             Class A   .75% 
                                                                 Class B   1.00%

         This waiver extends through May 1, 2011 for the AllianceBernstein
International Value Portfolio, the AllianceBernstein Small/Mid Cap Value        
Portfolio, the AllianceBernstein Value Portfolio and the AllianceBernstein      
Balanced Wealth Strategy Portfolio, and may be extended by the Adviser for      
additional one-year terms.                                                      

      The following table shows, for each Portfolio, the amounts the
Adviser received for such services for the last three fiscal years (or since    
commencement of operations).                                                    

                                     FISCAL YEAR
                                                    END         AMOUNT
PORTFOLIO                                            DECEMBER 31    RECEIVED    
---------                                            -----------    --------    

AllianceBernstein Money Market Portfolio                                        

                                                     2007       $230,975
                                                     2008       $240,868
                                                      2009       $146,179*

AllianceBernstein Intermediate Bond Portfolio                                   

                                                     2007       $409,731
                                                     2008       $721,746
                                                     2009       $757,228

AllianceBernstein Large Cap Growth Portfolio                                    

                                                       2007       $6,355,448
                                                       2008       $4,335,070
                                                       2009       $2,923,096

AllianceBernstein Growth and Income Portfolio                                   

                                                        2007       $13,297,832
                                                       2008       $8,731,033
                                                       2009       $5,444,254

AllianceBernstein Growth Portfolio                                              

                                                       2007       $1,602,853
                                                       2008       $1,048,116
                                                     2009       $679,394

AllianceBernstein International Growth                                          
Portfolio                                                                       

                                                       2007       $1,011,102
                                                       2008       $1,370,445
                                                       2009       $1,064,253

AllianceBernstein Global Thematic Growth                                        
Portfolio                                                                       

                                                       2007       $2,028,928
                                                       2008       $1,519,235
                                                       2009       $1,207,404

AllianceBernstein Small Cap Growth Portfolio                                    

                                                     2007       $504,142
                                                     2008       $378,731
                                                     2009       $238,970

AllianceBernstein Real Estate Investment                                        
Portfolio                                                                       

                                                     2007       $535,331
                                                     2008       $316,942
                                                     2009       $201,881

AllianceBernstein Small/Mid Cap Value                                           
Portfolio                                                                       

                                                       2007       $3,472,328
                                                       2008       $2,913,406
                                                       2009       $2,447,211

AllianceBernstein Value Portfolio                                               

                                                       2007       $1,831,675
                                                       2008       $1,557,699
                                                       2009       $1,085,102

AllianceBernstein International Value                                           
Portfolio                                                                       

                                                        2007       $19,529,247
                                                        2008       $18,913,851
                                                        2009       $13,880,117

AllianceBernstein Balanced Wealth Strategy                                      
Portfolio                                                                       

                                                       2007       $916,995**
                                                         2008       $1,410,343**
                                                       2009       $2,339,309

--------                                                                        

*     Net of Voluntary fee waiver.                                              
**    Amounts received are net of the amounts the Adviser waived under a        
contractual fee waiver or otherwise. Amounts waived were:           

                                                       AMOUNT WAIVED UNDER
                                                       CONTRACTUAL FEE WAIVER OR
                                                       OTHERWISE

AllianceBernstein Money Market Portfolio                                        
                                             2007  $       0
                                             2008  $       0
                                             2009  $148,518*

AllianceBernstein Intermediate Bond Portfolio                                   
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Large Cap Growth Portfolio                                    
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Growth and Income Portfolio                                   
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Growth Portfolio                                              
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein International Growth Portfolio                                
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0
AllianceBernstein Global Thematic Growth Portfolio                              
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Small Cap Growth Portfolio                                    
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Real Estate Investment Portfolio                              
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein International Value Portfolio                                 
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Small/Mid Cap Value Portfolio                                 
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Value Portfolio                                               
                                             2007  $       0
                                             2008  $       0
                                             2009  $       0

AllianceBernstein Balanced Wealth Strategy Portfolio                            

                                             2007  $  22,796
                                             2008  $  33,502
                                             2009  $       0

--------                                                                        

*     Voluntary waiver excludes administrative fee waiver.                      

           Certain other clients of the Adviser may have investment objectives
and policies similar to those of the Fund. The Adviser may, from time to time,  
make recommendations that result in the purchase or sale of the particular      
security by its other clients simultaneously with the Fund. If transactions on  
behalf of more than one client during the same period increase the demand for   
securities being purchased or the supply of securities being sold, there may be 
an adverse effect on price. It is the policy of the Adviser to allocate advisory
recommendations and the placing of orders in a manner that is deemed equitable  
by the Adviser to the accounts involved, including the Fund. When two or more of
the clients of the Adviser (including the Fund) are purchasing or selling the   
same security on a given day from the same broker or dealer, such transactions  
may be averaged as to price.                                                    

          The Advisory Agreement is terminable with respect to any Portfolio
without penalty on 60 days' written notice by a vote of a majority of the       
outstanding voting securities of such Portfolio or by a vote of a majority of   
the Fund's Directors, or by the Adviser on 60 days' written notice, and will    
automatically terminate in the event of its assignment. The Advisory Agreement  
provides that in the absence of willful misfeasance, bad faith or gross         
negligence on the part of the Adviser, or of reckless disregard of its          
obligations thereunder, the Adviser shall not be liable for any action or       
failure to act in accordance with its duties thereunder.                        

      The Advisory Agreement continues in effect, provided that such
continuance is specifically approved at least annually by a vote of a majority  
of the Fund's outstanding voting securities or by the Board, including in either
case approval by a majority of the Directors who are not parties to the Advisory
Agreement or "interested persons" of such parties, as defined by the 1940 Act.  
Most recently, continuance of the Agreement was approved for an additional      
annual term by the Board, including a majority of the Directors who are not     
parties to the Advisory Agreement or interested persons of any such party, at   
meetings held on May 5-7, 2009, August 4-6, 2009 and November 3-5, 2009.        

            The Adviser may act as an investment adviser to other persons, firms
or corporations, including investment companies, and is investment adviser to   
the following registered investment companies: AllianceBernstein Balanced       
Shares, Inc., AllianceBernstein Blended Style Series, Inc., AllianceBernstein   
Bond Fund, Inc., AllianceBernstein Cap Fund, Inc., AllianceBernstein Core       
Opportunities Fund, Inc., AllianceBernstein Corporate Shares, AllianceBernstein 
Diversified Yield Fund, Inc., AllianceBernstein Exchange Reserves,              
AllianceBernstein Fixed-Income Shares, Inc., AllianceBernstein Global Bond Fund,
Inc., AllianceBernstein Global Growth Fund, Inc., AllianceBernstein Global Real 
Estate Investment Fund, Inc., AllianceBernstein Global Thematic Growth Fund,    
Inc., AllianceBernstein Greater China '97 Fund, Inc., AllianceBernstein Growth  
and Income Fund, Inc., AllianceBernstein High Income Fund, Inc.,                
AllianceBernstein Institutional Funds, Inc., AllianceBernstein International    
Growth Fund, Inc., AllianceBernstein Large Cap Growth Fund, Inc.,               
AllianceBernstein Municipal Income Fund, Inc., AllianceBernstein Municipal      
Income Fund II, AllianceBernstein Small/Mid Cap Growth Fund, Inc.,              
AllianceBernstein Trust, AllianceBernstein Utility Income Fund, Inc., The       
AllianceBernstein Pooling Portfolios, The AllianceBernstein Portfolios, Sanford 
C. Bernstein Fund, Inc. and Sanford C. Bernstein Fund II, Inc., all registered  
open-end investment companies; and to AllianceBernstein Global High Income Fund,
Inc., AllianceBernstein Income Fund, Inc., AllianceBernstein National Municipal 
Income Fund, Inc., Alliance California Municipal Income Fund, Inc., Alliance New
York Municipal Income Fund, Inc., and The Ibero-America Fund, Inc., all         
registered closed-end investment companies.                                     

ADDITIONAL INFORMATION ABOUT THE PORTFOLIOS' PORTFOLIO MANAGERS                 

          Additional information regarding the investment professional(s)(3)
primarily responsible for the day-to-day management of each Portfolio's         
portfolio may be found below. For additional information about the portfolio    
management of each Portfolio, see "Management of the Portfolios - Portfolio     
Managers" in the Portfolio's prospectus.                                        

--------                                                                        
(3)   Investment professionals at the Adviser include portfolio managers and    
     research analysts. Investment professionals are part of investment groups
(or teams) that service individual fund portfolios. The number of   
      investment professionals assigned to a particular Portfolio will vary from
Portfolio to Portfolio.                                             

       None of the investment professionals identified below owned any
equity securities of the Portfolio directly or indirectly because shares of the 
Portfolio are held through the separate accounts of certain life insurance      
companies (the "Insurers").                                                     

ALLIANCEBERNSTEIN INTERMEDIATE BOND PORTFOLIO                                   

       The day-to-day management of, and investment decisions for, the
Portfolio are made by the Adviser's U.S. Core Fixed Income Investment Team. Mr. 
Paul J. DeNoon, Mr. Shawn E. Keegan, Ms. Alison M. Martier, Mr. Douglas J.      
Peebles and Mr. Greg J. Wilensky are the investment professionals with the most 
significant responsibility for the day-to-day management of the Portfolio. For  
additional information about the portfolio management of the Fund, see          
"Management of the Fund - Portfolio Managers" in the Fund's prospectus.         

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which Mr. Paul J. DeNoon, Mr. Shawn E. Keegan, Ms.      
Alison M. Martier, Mr. Douglas J. Peebles and Mr. Greg J. Wilensky also have    
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
December 31, 2009.                                                              

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                     Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Paul J. DeNoon            16       $  8,461,000,000    1           $12,000,000  
------------------------------------------------------------------------------- 
Shawn E. Keegan           37       $ 10,614,000,000   None             None     
------------------------------------------------------------------------------- 
Alison M. Martier         37       $ 10,614,000,000   None             None     
------------------------------------------------------------------------------- 
Douglas J. Peebles        79       $ 21,525,000,000   None             None     
------------------------------------------------------------------------------- 
Greg J. Wilensky          91       $413,425,000,000    1           $12,000,000  
------------------------------------------------------------------------------- 

--------------------------------------------------------------------------------

OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                         Total
                 Total                        Number of      Assets of
              Number of                    Pooled         Pooled
                  Other       Total Assets of  Investment     Investment
                Pooled      Other Pooled     Vehicles       Vehicles
                    Investment  Investment       Managed with   Managed with
                    Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Paul J. DeNoon           28       $19,391,000,000      1          $  167,000,000
--------------------------------------------------------------------------------
Shawn E. Keegan          40       $   265,000,000    None               None    
--------------------------------------------------------------------------------
Alison M. Martier        40       $   265,000,000    None               None    
--------------------------------------------------------------------------------
Douglas J. Peebles      106       $29,754,000,000      1          $3,583,000,000
--------------------------------------------------------------------------------
Greg J. Wilensky         74       $ 3,268,000,000      3          $  396,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
             Total                        Other          Other
                Number of                    Accounts       Accounts
            Other       Total Assets of  Managed with   with
                    Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Paul J. DeNoon           55      $18,940,000,000     4           $2,102,000,000 
------------------------------------------------------------------------------- 
Shawn E. Keegan          92      $ 6,847,000,000     2            $ 629,000,000 
------------------------------------------------------------------------------- 
Alison M. Martier        92      $ 6,847,000,000     2            $ 629,000,000 
------------------------------------------------------------------------------- 
Douglas J. Peebles      320      $76,290,000,000     12          $4,884,000,000 
------------------------------------------------------------------------------- 
Greg J. Wilensky        198      $12,555,000,000     3           $1,278,000,000 
------------------------------------------------------------------------------- 

ALLIANCEBERNSTEIN LARGE CAP GROWTH PORTFOLIO                                    

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's U.S. Large Cap Growth Portfolio Oversight   
Group. Mr. P. Scott Wallace, Mr. David F. Randell, Mr. Joseph R. Elegante and   
Mr. Jason P. Ley are the investment professionals with the most significant     
responsibility for the day-to-day management of the Portfolio. For additional   
information about the portfolio management of the Fund, see "Management of the  
Fund - Portfolio Managers" in the Fund's prospectus                             

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which Mr. James G. Reilly, Mr. P. Scott Wallace and Mr. 
Michael J. Reilly also have day-to-day management responsibilities. The tables  
provide the numbers of such accounts, the total assets in such accounts and the 
number of accounts and total assets whose fees are based on performance. The    
information is provided as of December 31, 2009.                                

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Fund)
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
                  Total       Total            Registered     Registered
                  Number of   Assets of        Investment     Investment
                 Registered  Registered       Companies      Companies
                    Investment  Investment       Managed with   Managed with
                    Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

P. Scott Wallace        42        $8,881,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------
David F. Randell        42        $8,107,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------
Joseph R. Elegante      42        $8,107,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------
Jason P. Ley            42        $8,107,000,000      2           $2,911,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

P. Scott Wallace          42       $807,000,000         None           None     
--------------------------------------------------------------------------------
David F. Randell          42       $807,000,000         None           None     
--------------------------------------------------------------------------------
Joseph R. Elegante        42       $807,000,000         None           None     
--------------------------------------------------------------------------------
Jason P. Ley              42       $807,000,000         None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                 Total                        Other          Other
                    Number of                    Accounts       Accounts
                Other       Total Assets of  Managed with   with
                        Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

P. Scott Wallace        33,905      $22,027,000,000     5           $512,000,000
--------------------------------------------------------------------------------
David F. Randell        33,905      $21,575,000,000     5           $512,000,000
--------------------------------------------------------------------------------
Joseph R. Elegante      33,905      $21,575,000,000     5           $512,000,000
--------------------------------------------------------------------------------
Jason P. Ley            33,905      $21,575,000,000     5           $512,000,000
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GROWTH AND INCOME PORTFOLIO                                   

 Mr. Frank Caruso is the investment professional primarily
responsible for the day-to-day management of the Portfolio's portfolio. Mr.     
Caruso does not own any equity securities of the Portfolio directly or          
indirectly because shares of the Portfolio are held through the separate        
accounts of certain Insurers. The following tables provide information regarding
registered investment companies other than the Portfolio, other pooled          
investment vehicles and other accounts over which Mr. Caruso also has day-to-day
management responsibilities. The tables provide the numbers of such accounts,   
the total assets in such accounts and the number of accounts and total assets   
whose fees are based on performance. The information is provided as of the      
Portfolio's fiscal year ended December 31, 2009.                                

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                           Total
                                      Number of                Assets of
Total                Total                Registered               Registered   
Number of            Assets of            Investment               Investment   
Registered           Registered           Companies                Companies    
Investment           Investment           Managed with             Managed with 
Companies            Companies            Performance-             Performance- 
Managed              Managed              based Fees               based Fees   
--------------------------------------------------------------------------------

8                 $4,259,000,000          None                     None   
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                           Total
                                      Number of                Assets of
Total                Total                Pooled                   Pooled       
Number of            Assets of            Investment               Investment   
Pooled               Pooled               Vehicles                 Vehicles     
Investment           Investment           Managed with             Managed with 
Vehicles             Vehicles             Performance-             Performance- 
Managed              Managed              based Fees               based Fees   
--------------------------------------------------------------------------------

6                 $87,000,000             None                     None   
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                   Number of             Total
Total                 Total                 Other                 Assets of     
Number of             Assets of             Accounts              Other         
Other                 Other                 Managed with          Accounts with 
Accounts              Accounts              Performance-          Performance-  
Managed               Managed               based Fees            based Fees    
--------------------------------------------------------------------------------

   25                 $3,523,000,000           None               $2,739,000,000
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GROWTH PORTFOLIO                                              

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the Adviser's U.S. Growth senior sector analysts, with    
oversight by the Adviser's U.S. Growth Team. Mr. William D. Baird, Mr. Frank V. 
Caruso, Ms. Lisa A. Shalett, Mr. P. Scott Wallace and Mr. Vadim Zlotnikov are   
the investment professionals with the most significant responsibility for the   
day-to-day management of the Portfolio's portfolio.                             

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Fund)
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
                  Total       Total            Registered     Registered
                  Number of   Assets of        Investment     Investment
                 Registered  Registered       Companies      Companies
                    Investment  Investment       Managed with   Managed with
                    Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

William D. Baird         3        $  937,000,000      None             None     
--------------------------------------------------------------------------------
Frank V. Caruso          8        $5,211,000,000      None             None     
--------------------------------------------------------------------------------
Lisa A. Shalett         14        $3,160,000,000      None             None     
--------------------------------------------------------------------------------
P. Scott Wallace        44        $9,224,000,000        2         $2,911,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov         11        $3,078,000,000      None             None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

William D. Baird          2       $    6,000,000      None            None      
------------------------------------------------------------------------------  
Frank V. Caruso           6       $   87,000,000      None            None      
------------------------------------------------------------------------------  
Lisa A. Shalett          50       $9,637,000,000      None        $347,000,000  
------------------------------------------------------------------------------  
P. Scott Wallace         44       $  813,000,000      None            None      
------------------------------------------------------------------------------  
Vadim Zlotnikov          48       $    9,620,000      None        $347,000,000  
------------------------------------------------------------------------------  

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
             Total                        Other          Other
                Number of                    Accounts       Accounts
            Other       Total Assets of  Managed with   with
                    Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

William D. Baird          6      $  1,617,000,000      1          $1,165,000,000
--------------------------------------------------------------------------------
Frank V. Caruso          25      $  3,523,000,000      2          $2,739,000,000
--------------------------------------------------------------------------------
Lisa A. Shalett         382      $ 18,316,000,000     38          $2,684,000,000
--------------------------------------------------------------------------------
P. Scott Wallace     33,910      $ 22,027,000,000      5          $  512,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov         375      $ 17,264,000,000     37          $2,589,000,000
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN GLOBAL THEMATIC GROWTH PORTFOLIO                              

       The day-to-day management of, and investment decisions for, the
Portfolio's portfolio are made by the Adviser's Global Thematic Growth Portfolio
Oversight Group, headed by Ms. Catherine D. Wood and comprised of               
representatives of the Adviser's Global Economic Research Team, Growth          
Quantitative Research Team, Early Stage Growth Team and Research on Strategic   
Change Team. Each Investment Team relies heavily on the fundamental analysis and
research of the Adviser's large internal research staff.                        

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which Ms. Catherine D. Wood, Ms. Amy P. Raskin, Mr.     
Joseph G. Carson, Ms. Lisa A. Shalett and Mr. Vadim Zlotnikov also have         
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Fund)
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                     Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Catherine D. Wood          5        $1,998,000,000      None           None     
--------------------------------------------------------------------------------
Amy P. Raskin              3        $1,224,000,000      None           None     
--------------------------------------------------------------------------------
Joseph G. Carson           3        $1,224,000,000      None           None     
--------------------------------------------------------------------------------
Lisa A. Shalett           14        $3,054,000,000      None           None     
--------------------------------------------------------------------------------
Vadim Zlotnikov           11        $2,972,000,000      None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Catherine D. Wood         29        $3,555,000,000      None            None    
--------------------------------------------------------------------------------
Amy P. Raskin             27        $3,349,000,000      None            None    
--------------------------------------------------------------------------------
Joseph G. Carson          27        $3,349,000,000      None            None    
--------------------------------------------------------------------------------
Lisa A. Shalett           50        $9,637,000,000      None        $347,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov           48        $9,620,000,000      None        $347,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
             Total                        Other          Other
                Number of                    Accounts       Accounts
            Other       Total Assets of  Managed with   with
                    Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Catherine D. Wood       156      $  1,257,000,000     None             None     
--------------------------------------------------------------------------------
Amy P. Raskin           151      $    805,000,000     None             None     
--------------------------------------------------------------------------------
Joseph G. Carson        151      $    805,000,000     None             None     
--------------------------------------------------------------------------------
Lisa A. Shalett         382      $ 18,316,000,000      38         $2,684,000,000
--------------------------------------------------------------------------------
Vadim Zlotnikov         375      $ 17,264,000,000      37         $2,589,000,000
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN BALANCED WEALTH STRATEGY PORTFOLIO                            

        The management of, and investment decisions for, the Portfolio's
portfolios are made by the Multi-Asset Solutions Team. Mr. Seth J. Masters, Mr. 
Dokyoung Lee, Mr. Thomas J. Fontaine, Mr. Christopher H. Nikolich and Mr.       
Patrick J. Rudden are the investment professionals with the most significant    
responsibility for the day-to-day management of the Portfolio's portfolio.      

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day responsibilities for coordinating investments. The tables provide the
numbers of such accounts, the total assets in such accounts and the number of   
accounts and total assets whose fees are based on performance. The information  
is provided as of the Portfolio's fiscal year ended December 31, 2009.          

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the referenced Portfolio)
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                     Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Seth J. Masters            77       $27,249,000,000     None           None     
--------------------------------------------------------------------------------
Dokyoung Lee               75       $26,410,000,000     None           None     
--------------------------------------------------------------------------------
Thomas J. Fontaine         77       $27,249,000,000     None           None     
--------------------------------------------------------------------------------
Christopher H. Nikolich    86       $42,072,000,000     None           None     
--------------------------------------------------------------------------------
Patrick J. Rudden          64       $19,463,000,000     None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES* 
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Seth J. Masters            366      $16,254,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Dokyoung Lee               363      $16,181,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Thomas J. Fontaine         366      $16,254,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Christopher H. Nikolich    367      $16,433,000,000     11          $657,000,000
--------------------------------------------------------------------------------
Patrick J. Rudden          333      $15,327,000,000     11          $657,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS* 
--------------------------------------------------------------------------------
                                                         Total
                                               Number of     Assets of
               Total                       Other         Other
                  Number of                   Accounts      Accounts
              Other      Total Assets of  Managed with  with
                      Accounts   Other Accounts   Performance-  Performance-
Portfolio Manager       Managed    Managed          based Fees    based Fees    
--------------------------------------------------------------------------------

Seth J. Masters            204     $37,956,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Dokyoung Lee               184     $36,342,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Thomas J. Fontaine         204     $37,956,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Christopher H. Nikolich    239     $47,164,000,000     25         $4,026,000,000
--------------------------------------------------------------------------------
Patrick J. Rudden          181     $35,145,000,000     23         $3,240,000,000
--------------------------------------------------------------------------------

--------                                                                        
*     The Pooled Investment Vehicles and Other Accounts tables above provide    
     information regarding Messrs. Masters, Lee, Fontaine, Nikolich and Rudden
for AllianceBernstein Balanced Wealth Strategy Portfolio.           

ALLIANCEBERNSTEIN INTERNATIONAL GROWTH PORTFOLIO                                

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the International Growth Portfolio Oversight Group, which 
is comprised of senior members of the Global Emerging Growth Investment Team and
the International Large Cap Growth Investment Team. Mr. Gregory D. Eckersley,   
Mr. Robert W. Scheetz and Mr. Christopher M. Toub are the investment            
professionals with the most significant responsibility for the day-to-day       
management of the Portfolio's portfolio.                                        

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                     Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Gregory D. Eckersley       59      $  8,628,000,000     None           None     
--------------------------------------------------------------------------------
Robert W. Scheetz          61      $ 10,056,000,000     None           None     
--------------------------------------------------------------------------------
Christopher M. Toub        59      $  8,628,000,000     None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Gregory D. Eckersley      98        $8,534,000,000      None        $347,000,000
--------------------------------------------------------------------------------
Robert W. Scheetz         99        $8,601,000,000      None        $347,000,000
--------------------------------------------------------------------------------
Christopher M. Toub       98        $8,534,000,000      None        $347,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
             Total                        Other          Other
                Number of                    Accounts       Accounts
            Other       Total Assets of  Managed with   with
                    Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Gregory D. Eckersley    281       $22,021,000,000     42          $2,707,000,000
--------------------------------------------------------------------------------
Robert W. Scheetz       282       $22,157,000,000     42          $2,707,000,000
--------------------------------------------------------------------------------
Christopher M. Toub     281       $22,021,000,000     42          $2,707,000,000
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN SMALL CAP GROWTH PORTFOLIO                                    

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the Small Cap Growth Investment Team. Mr. Bruce K. Aronow,
Mr. N. Kumar Kirpalani, Ms. Samantha Lau and Mr. Wen-Tse Tseng are the          
investment professionals with the most significant responsibility for the       
day-to-day management of the Portfolio's portfolio.                             

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                     Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Bruce K. Aronow           44        $3,146,000,000      None           None     
--------------------------------------------------------------------------------
N. Kumar Kirpalani        40        $2,271,000,000      None           None     
--------------------------------------------------------------------------------
Samantha Lau              40        $2,271,000,000      None           None     
--------------------------------------------------------------------------------
Wen-Tse Tseng             40        $2,271,000,000      None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Bruce K. Aronow           46        $89,000,000         None           None     
--------------------------------------------------------------------------------
N. Kumar Kirpalani        44        $82,000,000         None           None     
--------------------------------------------------------------------------------
Samantha Lau              44        $82,000,000         None           None     
--------------------------------------------------------------------------------
Wen-Tse Tseng             44        $82,000,000         None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                 Total                        Other          Other
                    Number of                    Accounts       Accounts
                Other       Total Assets of  Managed with   with
                        Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Bruce K. Aronow          27         $1,712,000,000      3           $304,000,000
--------------------------------------------------------------------------------
N. Kumar Kirpalani       22         $1,260,000,000      3           $304,000,000
--------------------------------------------------------------------------------
Samantha Lau             22         $1,260,000,000      3           $304,000,000
--------------------------------------------------------------------------------
Wen-Tse Tseng            22         $1,260,000,000      3           $304,000,000
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN REAL ESTATE INVESTMENT PORTFOLIO                              

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the REIT Senior Investment Management Team. Ms. Teresa    
Marziano, Ms. Diane Won and Mr. Prashant Tewari are the investment professionals
with the most significant responsibility for the day-to-day management of the   
Portfolio's portfolio.                                                          

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                      Total       Total            Registered     Registered
                      Number of   Assets of        Investment     Investment
                     Registered  Registered       Companies      Companies
                        Investment  Investment       Managed with   Managed with
                        Companies   Companies        Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Teresa Marziano           36        $2,062,000,000      None           None     
--------------------------------------------------------------------------------
Prashant Tewari           36        $2,062,000,000      None           None     
--------------------------------------------------------------------------------
Diane Won                 36        $2,062,000,000      None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Teresa Marziano           69        $196,000,000        None           None     
--------------------------------------------------------------------------------
Prashant Tewari           69        $196,000,000        None           None     
--------------------------------------------------------------------------------
Diane Won                 69        $196,000,000        None           None     
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                             Total
                                                  Number of      Assets of
                 Total                        Other          Other
                    Number of                    Accounts       Accounts
                Other       Total Assets of  Managed with   with
                        Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Teresa Marziano              4      $343,000,000        None           None     
--------------------------------------------------------------------------------
Prashant Tewari              4      $343,000,000        None           None     
--------------------------------------------------------------------------------
Diane Won                    4      $343,000,000        None           None     
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN INTERNATIONAL VALUE PORTFOLIO                                 

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the International Value Senior Investment Management Team.
Ms. Sharon E. Fay, Mr. Kevin F. Simms, Mr. Henry S. D'Auria and Mr. Eric J.     
Franco are the investment professionals with the most significant responsibility
for the day-to-day management of the Portfolio's portfolio.                     

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities(4) The tables provide the numbers of such
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------                                                                        
(4)   Each investment vehicle or account represented in the chart, for which the
 investment professionals have portfolio management responsibility, is
      based upon one of eleven model portfolios. Each vehicle or account differs
 from its respective model portfolio only to a limited extent based on
   specific client requirements relating to tax considerations, cash flows
   due to the frequency and amount of investments, the client's country of
    residence and currency strategies related thereto, and/or client-imposed
investment restrictions regarding particular types of companies or  
industries.                                                         

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
                  Total       Total            Registered     Registered
                  Number of   Assets of        Investment     Investment
                 Registered  Registered       Companies      Companies
                    Investment  Investment       Managed with   Managed with
                    Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Sharon E. Fay           203       $38,389,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Kevin F. Simms          203       $38,389,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Henry S. D'Auria        203       $38,389,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Eric J. Franco          67        $    14,988,000     3           $2,087,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Sharon E. Fay            289        $20,832,000,000     2           $909,000,000
--------------------------------------------------------------------------------
Kevin F. Simms           289        $20,832,000,000     2           $909,000,000
--------------------------------------------------------------------------------
Henry S. D'Auria         289        $20,832,000,000     2           $909,000,000
--------------------------------------------------------------------------------
Eric J. Franco            39        $ 6,312,000,000     1               None    
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                       Total
                                            Number of      Assets of
           Total                        Other          Other
              Number of                    Accounts       Accounts
          Other       Total Assets of  Managed with   with
                  Accounts    Other Accounts   Performance-   Performance-
Portfolio Manager    Managed     Managed          based Fees     based Fees     
------------------------------------------------------------------------------- 

Sharon E. Fay        33,961      $96,303,000,000     83          $9,324,000,000 
------------------------------------------------------------------------------- 
Kevin F. Simms       33,961      $96,303,000,000     83          $9,324,000,000 
------------------------------------------------------------------------------- 
Henry S. D'Auria     33,961      $96,303,000,000     83          $9,324,000,000 
------------------------------------------------------------------------------- 
Eric J. Franco          146      $16,686,000,000      6          $  809,000,000 
------------------------------------------------------------------------------- 

ALLIANCEBERNSTEIN SMALL/MID CAP VALUE PORTFOLIO                                 

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the Small/Mid Cap Value Senior Investment Management Team.
Mr. James W. MacGregor, Mr. Andrew J. Weiner and Mr. Joseph G. Paul are the     
investment professionals with the most significant responsibility for the       
day-to-day management of the Portfolio's portfolio.                             

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities. The tables provide the numbers of such  
accounts, the total assets in such accounts and the number of accounts and total
assets whose fees are based on performance. The information is provided as of   
the Portfolio's fiscal year ended December 31, 2009.                            

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
                  Total       Total            Registered     Registered
                  Number of   Assets of        Investment     Investment
                 Registered  Registered       Companies      Companies
                    Investment  Investment       Managed with   Managed with
                    Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

James W. MacGregor      148      $ 34,574,000,000       3         $6,896,000,000
--------------------------------------------------------------------------------
Andrew J. Weiner         41      $  2,355,000,000     None             None     
--------------------------------------------------------------------------------
Joseph G. Paul          185      $ 36,686,000,000       3         $6,896,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

James W. MacGregor        204      $ 16,056,000,000       1         $296,000,000
--------------------------------------------------------------------------------
Andrew J. Weiner           47      $    176,000,000     None            None    
--------------------------------------------------------------------------------
Joseph G. Paul            273      $ 16,252,000,000       1         $296,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                         Total
                                               Number of     Assets of
           Total                           Other         Other
              Number of                       Accounts      Accounts
          Other          Total Assets of  Managed with  with
                  Accounts       Other Accounts   Performance-  Performance-
Portfolio Manager   Managed        Managed          based Fees    based Fees    
--------------------------------------------------------------------------------

James W. MacGregor  33,845,000,000  $78,089,000,000    64        $6,492,000,000 
--------------------------------------------------------------------------------
Andrew J. Weiner                36  $   858,000,000   None            None      
--------------------------------------------------------------------------------
Joseph G. Paul      33,849,000,000  $78,432,000,000    64        $6,492,000,000 
--------------------------------------------------------------------------------

ALLIANCEBERNSTEIN VALUE PORTFOLIO                                               

        The management of, and investment decisions for, the Portfolio's
portfolio are made by the North American Value Senior Investment Management     
Team. Mr. Joseph G. Paul, Mr. Christopher W. Marx, Mr. John D. Phillips, Jr. and
Mr. David Yuen are the investment professionals with the most significant       
responsibility for the day-to-day management of the Portfolio's portfolio.      

     The following tables provide information regarding registered
investment companies other than the Portfolio, other pooled investment vehicles 
and other accounts over which the Portfolio's portfolio managers also have      
day-to-day management responsibilities.(5) The tables provide the numbers of    
such accounts, the total assets in such accounts and the number of accounts and 
total assets whose fees are based on performance. The information is provided as
of the Portfolio's fiscal year ended December 31, 2009.                         

--------                                                                        
(5)   Each investment vehicle or account represented in the chart, for which the
 investment professionals have portfolio management responsibility, is
     based upon one of three model portfolios. Each vehicle or account differs
 from its respective model portfolio only to a limited extent based on
   specific client requirements relating to tax considerations, cash flows
   due to the frequency and amount of investments, the client's country of
    residence and currency strategies related thereto, and/or client-imposed
investment restrictions regarding particular types of companies or  
industries.                                                         

--------------------------------------------------------------------------------
REGISTERED INVESTMENT COMPANIES 
(excluding the Portfolio) 
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
                  Total       Total            Registered     Registered
                  Number of   Assets of        Investment     Investment
                 Registered  Registered       Companies      Companies
                    Investment  Investment       Managed with   Managed with
                    Companies   Companies        Performance-   Performance-
Portfolio Manager     Managed     Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Joseph G. Paul           185      $36,870,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------
Christopher W. Marx      63       $11,550,000,000     1           $3,881,000,000
--------------------------------------------------------------------------------
John D. Phillips, Jr.    63       $11,550,000,000     1           $3,881,000,000
--------------------------------------------------------------------------------
David Yuen               43       $34,757,000,000     3           $6,896,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER POOLED INVESTMENT VEHICLES
--------------------------------------------------------------------------------
                                                             Total
                     Total                        Number of      Assets of
                  Number of                    Pooled         Pooled
                      Other       Total Assets of  Investment     Investment
                    Pooled      Other Pooled     Vehicles       Vehicles
                        Investment  Investment       Managed with   Managed with
                        Vehicles    Vehicles         Performance-   Performance-
Portfolio Manager       Managed     Managed          based Fees     based Fees  
--------------------------------------------------------------------------------

Joseph G. Paul             273      $16,252,000,000       1         $296,000,000
--------------------------------------------------------------------------------
Christopher W. Marx         50      $ 1,535,000,000     None            None    
--------------------------------------------------------------------------------
John D. Phillips, Jr.       50      $ 1,535,000,000     None            None    
--------------------------------------------------------------------------------
David Yuen                 204      $16,056,000,000       1         $296,000,000
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
OTHER ACCOUNTS
--------------------------------------------------------------------------------
                                                         Total
                                              Number of      Assets of
              Total                       Other          Other
                 Number of                   Accounts       Accounts
             Other      Total Assets of  Managed with   with
                     Accounts   Other Accounts   Performance-   Performance-
Portfolio Manager      Managed    Managed          based Fees     based Fees    
--------------------------------------------------------------------------------

Joseph G. Paul         33,849     $78,432,000,000     64          $6,492,000,000
--------------------------------------------------------------------------------
Christopher W. Marx    33,339     $23,214,000,000      8          $  629,000,000
--------------------------------------------------------------------------------
John D. Phillips, Jr.  33,339     $23,214,000,000      8          $  629,000,000
--------------------------------------------------------------------------------
David Yuen             33,845     $78,089,000,000     64          $6,492,000,000
--------------------------------------------------------------------------------

Investment Professional Conflict of Interest Disclosure                         
-------------------------------------------------------                         

            As an investment adviser and fiduciary, the Adviser owes its clients
and shareholders an undivided duty of loyalty. We recognize that conflicts of   
interest are inherent in our business and accordingly have developed policies   
and procedures (including oversight monitoring) reasonably designed to detect,  
manage and mitigate the effects of actual or potential conflicts of interest in 
the area of employee personal trading, managing multiple accounts for multiple  
clients, including AllianceBernstein Mutual Funds, and allocating investment    
opportunities. Investment professionals, including portfolio managers and       
research analysts, are subject to the above-mentioned policies and oversight    
monitoring to ensure that all clients are treated equitably. We place the       
interests of our clients first and expect all of our employees to meet their    
fiduciary duties.                                                               

    Employee Personal Trading. The Adviser has adopted a Code of
Business Conduct and Ethics that is designed to detect and prevent conflicts of 
interest when investment professionals and other personnel of the Adviser own,  
buy or sell securities which may be owned by, or bought or sold for, clients.   
Personal securities transactions by an employee may raise a potential conflict  
of interest when an employee owns or trades in a security that is owned or      
considered for purchase or sale by a client, or recommended for purchase or sale
by an employee to a client. Subject to the reporting requirements and other     
limitations of its Code of Business Conduct and Ethics, the Adviser permits its 
employees to engage in personal securities transactions, and also allows them to
acquire investments in the AllianceBernstein Mutual Funds through direct        
purchase and/or notionally in connection with deferred incentive compensation   
awards. The Adviser's Code of Ethics and Business Conduct requires disclosure of
all personal accounts and maintenance of brokerage accounts with designated     
broker-dealers approved by the Adviser. The Code also requires preclearance of  
all securities transactions (except transactions in open-end mutual funds) and  
imposes a one-year holding period for securities purchased by employees to      
discourage short-term trading.                                                  

        Managing Multiple Accounts for Multiple Clients. The Adviser has
compliance policies and oversight monitoring in place to address conflicts of   
interest relating to the management of multiple accounts for multiple clients.  
Conflicts of interest may arise when an investment professional has             
responsibilities for the investments of more than one account because the       
investment professional may be unable to devote equal time and attention to each
account. The investment professional or investment professional teams for each  
client may have responsibilities for managing all or a portion of the           
investments of multiple accounts with a common investment strategy, including   
other registered investment companies, unregistered investment vehicles, such as
hedge funds, pension plans, separate accounts, collective trusts and charitable 
foundations. Among other things, the Adviser's policies and procedures provide  
for the prompt dissemination to investment professionals of initial or changed  
investment recommendations by analysts so that investment professionals are     
better able to develop investment strategies for all accounts they manage. In   
addition, investment decisions by investment professionals are reviewed for the 
purpose of maintaining uniformity among similar accounts and ensuring that      
accounts are treated equitably. No investment professional that manages client  
accounts carrying performance fees is compensated directly or specifically for  
the performance of those accounts. Investment professional compensation reflects
a broad contribution in multiple dimensions to long-term investment success for 
our clients and is not tied specifically to the performance of any particular   
client's account, nor is it directly tied to the level or change in level of    
assets under management.                                                        

         Allocating Investment Opportunities. The Adviser has policies and
procedures intended to address conflicts of interest relating to the allocation 
of investment opportunities. These policies and procedures are designed to      
ensure that information relevant to investment decisions is disseminated        
promptly within its portfolio management teams and investment opportunities are 
allocated equitably among different clients. The investment professionals at the
Adviser routinely are required to select and allocate investment opportunities  
among accounts. Portfolio holdings, position sizes, and industry and sector     
exposures tend to be similar across similar accounts, which minimizes the       
potential for conflicts of interest relating to the allocation of investment    
opportunities. Nevertheless, investment opportunities may be allocated          
differently among accounts due to the particular characteristics of an account, 
such as size of the account, cash position, tax status, risk tolerance and      
investment restrictions or for other reasons.                                   

       The Adviser's procedures are also designed to prevent potential
conflicts of interest that may arise when the Adviser has a particular financial
incentive, such as a performance-based management fee, relating to an account.  
An investment professional may perceive that he or she has an incentive to      
devote more time to developing and analyzing investment strategies and          
opportunities or allocating securities preferentially to accounts for which the 
Adviser could share in investment gains.                                        

          To address these conflicts of interest, the Adviser's policies and
procedures require, among other things, the prompt dissemination to investment  
professionals of any initial or changed investment recommendations by analysts; 
the aggregation of orders to facilitate best execution for all accounts; price  
averaging for all aggregated orders; objective allocation for limited investment
opportunities (e.g., on a rotational basis) to ensure fair and equitable        
allocation among accounts; and limitations on short sales of securities. These  
procedures also require documentation and review of justifications for any      
decisions to make investments only for select accounts or in a manner           
disproportionate to the size of the account.                                    

Portfolio Manager Compensation                                                  
------------------------------                                                  

          The Adviser's compensation program for investment professionals is
designed to be competitive and effective in order to attract and retain the     
highest caliber employees. The compensation program for investment professionals
is designed to reflect their ability to generate long-term investment success   
for our clients, including shareholders of the AllianceBernstein Mutual Funds.  
Investment professionals do not receive any direct compensation based upon the  
investment returns of any individual client account, nor is compensation tied   
directly to the level or change in level of assets under management. Investment 
professionals' annual compensation is comprised of the following:               

        (i) Fixed base salary: This is generally the smallest portion of
compensation. The base salary is a relatively low, fixed salary within a similar
range for all investment professionals. The base salary is determined at the    
outset of employment based on level of experience, does not change significantly
from year-to-year and hence, is not particularly sensitive to performance.      

          (ii) Discretionary incentive compensation in the form of an annual
cash bonus: The Adviser's overall profitability determines the total amount of  
incentive compensation available to investment professionals. This portion of   
compensation is determined subjectively based on qualitative and quantitative   
factors. In evaluating this component of an investment professional's           
compensation, the Adviser considers the contribution to his/her team or         
discipline as it relates to that team's overall contribution to the long-term   
investment success, business results and strategy of the Adviser. Quantitative  
factors considered include, among other things, relative investment performance 
(e.g., by comparison to competitor or peer group funds or similar styles of     
investments, and appropriate, broad-based or specific market indices), and      
consistency of performance. There are no specific formulas used to determine    
this part of an investment professional's compensation and the compensation is  
not tied to any pre-determined or specified level of performance. The Adviser   
also considers qualitative factors such as the complexity and risk of investment
strategies involved in the style or type of assets managed by the investment    
professional; success of marketing/business development efforts and client      
servicing; seniority/length of service with the firm; management and supervisory
responsibilities; and fulfillment of the Adviser's leadership criteria.         

        (iii) Discretionary incentive compensation in the form of awards
under the Adviser's Partners Compensation Plan ("deferred awards"): The         
Adviser's overall profitability determines the total amount of deferred awards  
available to investment professionals. The deferred awards are allocated among  
investment professionals based on criteria similar to those used to determine   
the annual cash bonus. There is no fixed formula for determining these amounts. 
Deferred awards, for which there are various investment options, vest over a    
four-year period and are generally forfeited if the employee resigns or the     
Adviser terminates his/her employment. Investment options under the deferred    
awards plan include many of the same AllianceBernstein Mutual Funds offered to  
mutual fund investors, thereby creating a close alignment between the financial 
interests of the investment professionals and those of the Adviser's clients and
mutual fund shareholders with respect to the performance of those mutual funds. 
The Adviser also permits deferred award recipients to allocate up to 50% of     
their award to investments in the Adviser's publicly traded equity              
securities.(6)                                                                  

--------                                                                        
(6)   Prior to 2002, investment professional compensation also included         
     discretionary long-term incentive in the form of restricted grants of the
Adviser's Master Limited Partnership Units.                         

          (iv) Contributions under the Adviser's Profit Sharing/401(k) Plan:
The contributions are based on the Adviser's overall profitability. The amount  
and allocation of the contributions are determined at the sole discretion of the
Adviser.                                                                        

Distribution Services Agreement                                                 
-------------------------------                                                 

        The Fund has entered into a Distribution Services Agreement (the
"Agreement") with ABI, the Fund's principal underwriter, to permit ABI to       
distribute the Fund's shares and to permit the Fund to pay distribution services
fees to defray expenses associated with distribution of its Class B shares in   
accordance with a plan of distribution which has been duly adopted and approved 
in accordance with Rule 12b-1 adopted by the Commission under the 1940 Act (the 
"Rule 12b-1 Plan").                                                             

         Distribution services fees are accrued daily and paid monthly and
charged as expenses of the Fund as accrued. Under the Agreement, the Treasurer  
of the Fund reports the amounts expended under the Rule 12b-1 Plan and the      
purposes for which such expenditures were made to the Directors of the Fund on a
quarterly basis. Also, the Agreement provides that the selection and nomination 
of Directors who are not "interested persons" of the Fund, as defined in the    
1940 Act, are committed to the discretion of such independent Directors then in 
office. The Agreement was initially approved by the Directors of the Fund at a  
meeting held on January 6, 1999. Most recently, continuance of the Agreement was
approved for an additional annual term by the Board, including a majority of the
Directors who are not parties to the Agreement or interested persons of such    
party, at a meeting held on May 6-8, 2008.                                      

          The Agreement continues in effect from year to year, provided that
such continuance is specifically approved at least annually by the Directors of 
the Fund or by vote of the holders of a majority of the outstanding Class B     
shares (as defined in the 1940 Act) and, in either case, by a majority of the   
Directors of the Fund who are not parties to the Agreement or interested        
persons, as defined in the 1940 Act, of any such party (other than as directors 
of the Fund) and who have no direct or indirect financial interest in the       
operation of the Rule 12b-1 Plan or any agreement related thereto.              

        The Adviser may from time to time and from its own funds or such
other resources as may be permitted by rules of the Commission make payments for
distribution services to ABI; the latter may in turn pay part or all of such    
compensation to brokers or other persons for their distribution assistance. ABI 
will pay for printing and distributing prospectuses or reports prepared for its 
use in connection with the offering of the Class B shares to the public and     
preparing, printing and mailing any other literature or advertising in          
connection with the offering of the Class B shares to the public. ABI will pay  
all fees and expenses in connection with its qualification and registration as a
broker or dealer under federal and state laws and of any activity which is      
primarily intended to result in the sale of Class B shares issued by the Fund,  
unless the plan of distribution in effect for Class B shares provides that the  
Fund shall bear some or all of such expenses.                                   

           In the event that the Agreement is terminated or not continued with
respect to the Class B shares of a Portfolio, (i) no distribution services fees 
(other than current amounts accrued but not yet paid) would be owed by the Fund 
to ABI with respect to Class B shares of such Portfolio and (ii) the Fund would 
not be obligated to pay ABI for any amounts expended under the Agreement not    
previously recovered by ABI from distribution services fees in respect of shares
of such class or through deferred sales charges.                                

During the fiscal year ended December 31, 2009, the     
AllianceBernstein Money Market Portfolio, AllianceBernstein Intermediate Bond   
Portfolio, AllianceBernstein Large Cap Growth Portfolio, AllianceBernstein      
Growth and Income Portfolio, AllianceBernstein Growth Portfolio,                
AllianceBernstein International Growth Portfolio, AllianceBernstein Global      
Thematic Growth Portfolio, AllianceBernstein Small Cap Growth Portfolio,        
AllianceBernstein Real Estate Investment Portfolio, AllianceBernstein           
International Value Portfolio, AllianceBernstein Small/Mid Cap Value Portfolio, 
AllianceBernstein Value Portfolio and AllianceBernstein Balanced Wealth Strategy
Portfolio paid distribution services fees for expenditures under the Agreement, 
with respect to Class B shares, in amounts aggregating, $99,406 (of this amount,
the Adviser voluntarily waived $69,704 for the fiscal year ended December 31,   
2009), $100,575, $506,526, $1,966,477, $140,376, $135,618, $275,358, $30,711,   
$24,600, $4,222,056, $546,617, $489,588, and $896,107, respectively, which      
constituted approximately .25% of each Portfolio's aggregate average daily net  
assets attributable to Class B shares during the period. The Adviser made       
payments from its own resources as described above aggregating $73,745,         
$308,774, $384,191, $456,899, $241,444, $206,757, $258,612, $182,623, $32,826,  
$1,109,209, $299,714, $358,073 and $530,405 for the AllianceBernstein Money     
Market Portfolio, AllianceBernstein Intermediate Bond Portfolio,                
AllianceBernstein Large Cap Growth Portfolio, AllianceBernstein Growth and      
Income Portfolio, AllianceBernstein Growth Portfolio, AllianceBernstein         
International Growth Portfolio, AllianceBernstein Global Thematic Growth        
Portfolio, AllianceBernstein Small Cap Growth Portfolio, AllianceBernstein Real 
Estate Investment Portfolio, AllianceBernstein International Value Portfolio,   
AllianceBernstein Small/Mid Cap Value Portfolio, AllianceBernstein Value        
Portfolio and AllianceBernstein Balanced Wealth Strategy Portfolio,             
respectively.                                                                   

         For the fiscal year ended December 31, 2009, expenses incurred by
each Portfolio and costs allocated to each Portfolio in connection with         
activities primarily intended to result in the sale of Class B shares were as   
follows:                                                                        

                                                        [Enlarge/Download Table]

                       AllianceBernstein  AllianceBernstein  AllianceBernstein  AllianceBernstein
                       Money Market       Intermediate Bond  Large Cap Growth   Growth and Income
Category of Expense    Portfolio          Portfolio          Portfolio          Portfolio        
-------------------    -----------------  -----------------  -----------------  ---------------- 
                                                                                                 

Advertising/                                                                                     
Marketing              $0                 $0                 $0                 $0               

Printing and Mailing                                                                             
of Prospectuses and                                                                              
Semi-Annual and                                                                                  
Annual Reports to                                                                                
Other Than Current                                                                               
Shareholders           $79,555            $246,673           $680,075           $2,180,876       

Compensation to                                                                                  
Underwriters           $9,743             $83,874            $108,036           $122,402         

Compensation to                                                                                  
Dealers                $10,184            $37,807            $50,225            $57,559          

Compensation to Sales                                                                            
Personnel              $0                 $0                 $0                 $0               

Interest, Carrying or                                                                            
Other Financing                                                                                  
Charges                $0                 $0                 $0                 $0               

Other (includes                                                                                  
personnel costs of                                                                               
those home office                                                                                
employees involved in                                                                            
the distribution                                                                                 
effort and the                                                                                   
travel-related                                                                                   
expenses incurred by                                                                             
the marketing                                                                                    
personnel conducting                                                                             
seminars)              $3,965             $40,995            $52,381            $62,539          

Totals                 $103,447           $409,349           $890,717           $2,423,376       
                       ========           ========           ========           ==========       


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                                          AllianceBernstein  AllianceBernstein  AllianceBernstein
                       AllianceBernstein  International      Global Thematic    Small Cap Growth 
Category of Expense    Growth Portfolio   Growth Portfolio   Growth Portfolio   Portfolio        
-------------------    -----------------  -----------------  -----------------  ---------------- 
                                                                                                 

Advertising/                                                                                     
Marketing              $0                 $27                $0                 $0               

Printing and Mailing                                                                             
of Prospectuses and                                                                              
Semi-Annual and                                                                                  
Annual Reports to                                                                                
Other than Current                                                                               
Shareholders           $252,485           $236,010           $397,241           $117,312         

Compensation to                                                                                  
Underwriters           $66,556            $56,151            $70,005            $49,100          

Compensation to                                                                                  
Dealers                $31,286            $22,509            $32,848            $22,738          

Compensation to Sales                                                                            
Personnel              $0                 $0                 $0                 $0               

Interest, Carrying or                                                                            
Other Financing                                                                                  
Charges                $0                 $0                 $0                 $0               

Other (includes                                                                                  
personnel costs of                                                                               
those home office                                                                                
employees involved in                                                                            
the distribution                                                                                 
effort and the                                                                                   
travel-related                                                                                   
expenses incurred by                                                                             
the marketing                                                                                    
personnel conducting                                                                             
seminars)              $31,493            $27,678            $33,876            $24,184          

Totals                 $381,820           $342,375           $533,970           $213,334         
                       ========           ========           ========           ========         


                                                        [Enlarge/Download Table]

                       AllianceBernstein                                                          
                       Real Estate         AllianceBernstein  AllianceBernstein                   
                       Investment          International      Small/Mid Cap      AllianceBernstein
Category of Expense    Portfolio           Value Portfolio    Value Portfolio    Value Portfolio  
-------------------    -----------------   -----------------  -----------------  ---------------- 
                                                                                                  

Advertising/                                                                                      
Marketing              $0                  $0                 $0                 $0               

Printing and Mailing                                                                              
of Prospectuses and                                                                               
Semi-Annual and                                                                                   
Annual Reports to                                                                                 
Other than Current                                                                                
Shareholders           $38,541             $4,746,048         $687,345           $657,991         

Compensation to                                                                                   
Underwriters           $8,446              $300,584           $81,130            $97,407          

Compensation to                                                                                   
Dealers                $6,244              $134,155           $38,541            $45,176          

Compensation to Sales                                                                             
Personnel              $0                  $0                 $0                 $0               

Interest, Carrying or                                                                             
Other Financing                                                                                   
Charges                $0                  $0                 $0                 $0               

Other (includes                                                                                   
personnel costs of                                                                                
those home office                                                                                 
employees involved in                                                                             
the distribution                                                                                  
effort and the                                                                                    
travel-related                                                                                    
expenses incurred by                                                                              
the marketing                                                                                     
personnel conducting                                                                              
seminars)              $4,195              $150,478           $39,315            $47,087          

Totals                 $57,426             $5,331,265         $846,331           $847,661         
                       =======             ==========         ========           ========         

                       AllianceBernstein                                                          
                       Balanced Wealth                                                            
Category of Expense    Strategy Portfolio                                                         
-------------------    ------------------                                                         

Advertising/                                                                                      
Marketing              $0                                                                         

Printing and Mailing                                                                              
of Prospectuses and                                                                               
Semi-Annual and                                                                                   
Annual Reports to                                                                                 
Other than Current                                                                                
Shareholders           $1,145,491                                                                 

Compensation to                                                                                   
Underwriters           $143,987                                                                   

Compensation to                                                                                   
Dealers                $67,704                                                                    

Compensation to Sales                                                                             
Personnel              $0                                                                         

Interest, Carrying or                                                                             
Other Financing                                                                                   
Charges                $0                                                                         

Other (includes                                                                                   
personnel costs of                                                                                
those home office                                                                                 
employees involved in                                                                             
the distribution                                                                                  
effort and the                                                                                    
travel-related                                                                                    
expenses incurred by                                                                              
the marketing                                                                                     
personnel conducting                                                                              
seminars)              $69,330                                                                    

Totals                 $1,426,512                                                                 
                       ==========                                                                 

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PURCHASE AND REDEMPTION OF SHARES 

--------------------------------------------------------------------------------

   The following information supplements that set forth in the
Portfolios' Prospectuses under the heading "Investing in the Portfolios".       

            Shares of each Portfolio are offered at NAV on a continuous basis to
the separate accounts of the Insurers without any sales or other charge. The    
separate accounts of insurance companies place orders to purchase shares based  
on, among other things, the amount of premium payments to be invested and       
surrendered and transfer requests to be effected pursuant to variable contracts 
funded by shares of the Portfolio. The Fund reserves the right to suspend the   
sale of its shares in response to conditions in the securities markets or for   
other reasons. See the prospectus of the separate account of the participating  
insurance company for more information on the purchase of shares.               

           The Insurers maintain omnibus account arrangements with the Fund in
respect of one or more Portfolios and place aggregate purchase, redemption and  
exchange orders for shares of a Portfolio corresponding to orders placed by the 
Insurer's customers ("Contractholders") who have purchased contracts from the   
Insurers, in each case, in accordance with the terms and conditions of the      
relevant contract. Omnibus account arrangements maintained by the Insurers are  
discussed below under "Limitations on Ability to Detect and Curtail Excessive   
Trading Practices".                                                             

           The Board has adopted polices and procedures designed to detect and
deter frequent purchases and redemptions of Portfolio shares or excessive or    
short-term trading that might disadvantage long-term Contractholders. These     
policies are described below. Each Portfolio reserves the right to restrict,    
reject or cancel, without any notice, any purchase or exchange order for any    
reason, including any purchase or exchange order accepted by any Insurer or a   
Contractholder's financial intermediary.                                        

        Risks Associated with Excessive or Short-term Trading Generally.
While the Fund will try to prevent market timing by utilizing the procedures    
described below, these procedures may not be successful in identifying or       
stopping excessive or short-term trading attributable to particular             
Contractholders in all circumstances. By realizing profits through short-term   
trading, Contractholders that engage in rapid purchases and sales or exchanges  
of a Portfolio's shares dilute the value of shares held by long-term            
Contractholders. Volatility resulting from excessive purchases and sales or     
exchanges of shares of a Portfolio, especially involving large dollar amounts,  
may disrupt efficient portfolio management. In particular, a Portfolio may have 
difficulty implementing its long-term investment strategies if it is forced to  
maintain a higher level of its assets in cash to accommodate significant        
short-term trading activity. Excessive purchases and sales or exchanges of      
shares of a Portfolio may force the Portfolio to sell portfolio securities at   
inopportune times to raise cash to accommodate short-term trading activity. In  
addition, a Portfolio may incur increased expenses if one or more               
Contractholders engage in excessive or short-term trading. For example, a       
Portfolio may be forced to liquidate investments as a result of short-term      
trading attributable to one or more Contractholders and incur increased         
brokerage costs without attaining any investment advantage. Similarly, a        
Portfolio may bear increased administrative costs due to asset level and        
investment volatility that accompanies patterns of short-term trading activity. 
All of these factors may adversely affect a Portfolio's performance.            

        Investments in securities of foreign issuers may be particularly
susceptible to short-term trading strategies. This is because securities of     
foreign issuers are typically traded on markets that close well before the time 
a fund calculates its NAV at 4:00 p.m., Eastern time, which gives rise to the   
possibility that developments may have occurred in the interim that would affect
the value of these securities. The time zone differences among international    
stock markets can allow a Contractholder engaging in a short-term trading       
strategy to exploit differences in share prices that are based on closing prices
of securities of foreign issuers established some time before the Fund          
calculates its own share price (referred to as "time zone arbitrage").          

          Contractholders engaging in a short-term trading strategy may also
target a Portfolio that does not invest primarily in securities of foreign      
issuers. Any Portfolio that invests in securities that are, among other things, 
thinly traded, traded infrequently, or relatively illiquid has the risk that the
current market price for the securities may not accurately reflect current      
market values. Contractholders may seek to engage in short-term trading to take 
advantage of these pricing differences (referred to as "price arbitrage").      
Portfolios that may be adversely affected by price arbitrage include, in        
particular, those Portfolios that significantly invest in small cap securities, 
technology and other specific industry sector securities, and in certain        
fixed-income securities, such as high yield bonds, asset-backed securities, or  
municipal bonds.                                                                

   Money market funds generally are not effective vehicles for
short-term trading activity, and therefore the risks relating to short-term     
trading activity are correspondingly lower for the Money Market Portfolio.      

       Policy Regarding Short-term Trading. Purchases and exchanges of
shares of the Portfolios should be made for investment purposes only. The Fund  
seeks to prevent patterns of excessive purchases and sales or exchanges of      
shares of the Portfolios. The Fund will seek to prevent such practices to the   
extent they are detected by the procedures described below, subject to the      
Fund's ability to monitor purchase, sale and exchange activity, and subject to  
such limitations as may result from the terms and conditions contained in       
certain of the contracts described below. The Fund reserves the right to modify 
this policy, including any surveillance or account blocking procedures          
established from time to time to effectuate this policy, at any time without    
notice.                                                                         

      Transaction Surveillance Procedures. The Fund, through its agents, ABI and
     ABIS, maintains surveillance procedures to detect excessive or short-term
   trading in Portfolio shares. This surveillance process involves several
factors, which include scrutinizing individual Insurers' omnibus    
  transaction activity in Portfolio shares in order to seek to ascertain
 whether any such activity attributable to one or more Contractholders
might constitute excessive or short-term trading. Insurers' omnibus 
     transaction activity identified by these surveillance procedures, or as a
   result of any other information actually available at the time, will be
    evaluated to determine whether such activity might indicate excessive or
    short-term trading activity attributable to one or more Contractholders.
These surveillance procedures may be modified from time to time, as 
necessary or appropriate to improve the detection of excessive or   
short-term trading or to address specific circumstances.            

Account Blocking Procedures. If the Fund determines, in its sole    
discretion, that a particular transaction or pattern of transactions
    identified by the transaction surveillance procedures described above is
     excessive or short-term trading in nature, the relevant Insurers' omnibus
account(s) will be immediately "blocked" and no future purchase or  
      exchange activity will be permitted, except to the extent the Fund, ABI or
ABIS has been informed in writing that the terms and conditions of a
    particular contract may limit the Fund's ability to apply its short-term
      trading policy to Contractholder activity as discussed below. As a result,
  any Contractholder seeking to engage through an Insurer in purchase or
    exchange activity in shares of one or more Portfolios under a particular
 contract will be prevented from doing so. However, sales of Portfolio
     shares back to the Portfolio or redemptions will continue to be permitted
      in accordance with the terms of the Portfolio's current Prospectus. In the
    event an account is blocked, certain account-related privileges, such as
     the ability to place purchase, sale and exchange orders over the internet
    or by phone, may also be suspended. An Insurer's omnibus account that is
blocked will generally remain blocked unless and until the Insurer  
  provides evidence or assurance acceptable to the Fund that one or more
    Contractholders did not or will not in the future engage in excessive or
short-term trading.                                                 

Applications of Surveillance Procedures and Restrictions to Omnibus 
     Accounts. Omnibus account arrangements are common forms of holding shares
   of the Portfolios, particularly among certain financial intermediaries,
   including sponsors of retirement plans and variable insurance products.
The Fund applies it surveillance procedures to these omnibus account
    arrangements. As required by Commission rules, the Fund has entered into
agreements with all of its financial intermediaries that require the
      financial intermediaries to provide the Fund, upon the request of the Fund
or its agents, with individual account level information about their
      transactions. If the Fund detects excessive trading through its monitoring
   of omnibus accounts, including trading at the individual account level,
     the financial intermediaries will also execute instructions from the Fund
      to take actions to curtail the activity, which may include applying blocks
      to accounts to prohibit future purchases and exchanges of Fund shares. For
      certain retirement plan accounts, the Fund may request that the retirement
     plan or other intermediary revoke the relevant participant's privilege to
      effect transactions in Fund shares via the internet or telephone, in which
   case the relevant participant must submit future transaction orders via
the U.S. Postal Service (i.e., regular mail).                       

            Risks to Contractholders Resulting From Imposition of Account Blocks
in Response to Excessive Short-term Trading Activity. A Contractholder          
identified as having engaged in excessive or short-term trading activity whose  
account is "blocked" and who may not otherwise wish to redeem his or her shares 
effectively may be "locked" into an investment in shares of one or more of the  
Portfolios that the Contractholder did not intend to hold on a long-term basis  
or that may not be appropriate for the Contractholder's risk profile. To rectify
this situation, a Contractholder with a "blocked" account may be forced to      
redeem Portfolio shares, which could be costly if, for example, these shares    
have declined in value, the Contractholder recently paid a front-end sales      
charge or the shares are subject to a CDSC, or the sale results in adverse tax  
consequences to the shareholder. To avoid this risk, a Contractholder should    
carefully monitor the purchases, sales, and exchanges of Portfolio shares and   
avoid frequent trading in Portfolio shares.                                     

Limitations on Ability to Detect and Curtail Excessive Trading Practices.       
-------------------------------------------------------------------------       

           Insurers utilizing omnibus account arrangements may not identify to
the Fund, ABI or ABIS Contractholders' transaction activity relating to shares  
of a particular Portfolio on an individual basis. Consequently, the Fund, ABI   
and ABIS may not be able to detect excessive or short-term trading in shares of 
a Portfolio attributable to a particular Contractholder who effects purchase and
redemption and/or exchange activity in shares of the Portfolio through an       
Insurer acting in an omnibus capacity. In seeking to prevent excessive or       
short-term trading in shares of the Portfolios, including the maintenance of any
transaction surveillance or account blocking procedures, the Fund, ABI and ABIS 
consider the information actually available to them at the time.                

            Contractholders should be aware that, even if the Fund, ABI or ABIS,
in its sole discretion, determines that a particular Insurer's omnibus          
transaction activity in shares of a Portfolio attributable to one or more other 
Contractholders may constitute excessive or short-term trading, the terms and   
conditions of the relevant contract may limit the ability of the Fund, ABI or   
ABIS, or the Insurer to curtail the Contractholder's activity. This means that  
even after the detection of such possible Contractholder activity, the affected 
Portfolio may continue to suffer the effects of excessive or short-term trading.

Redemption of Shares                                                            
--------------------                                                            

           An insurance company separate account may redeem all or any portion
of the shares in its account at any time at the NAV next determined after a     
redemption request in the proper form is furnished to the Fund. Any certificates
representing shares being redeemed must be submitted with the redemption        
request. Shares do not earn dividends on the day they are redeemed, regardless  
of whether the redemption request is received before or after the time of       
computation of NAV that day. There is no redemption charge. The redemption      
proceeds will normally be sent within seven days.                               

           The right of redemption may be suspended or the date or payment may
be postponed for any period during which the Exchange is closed (other than     
customary weekend and holiday closings) or during which the Commission          
determines that trading thereon is restricted, or for any period during which an
emergency (as determined by the Commission) exists as a result of which disposal
by the Fund of securities owned by a Portfolio is not reasonably practicable or 
as a result of which it is not reasonably practicable for the Fund fairly to    
determine the value of a Portfolio's net assets, or for such other periods as   
the Commission may by order permit for the protection of security holders of the
Portfolios. For information regarding how to redeem shares in the Portfolios,   
please see your insurance company's separate account prospectus.                

           The value of a shareholder's shares on redemption or repurchase may
be more or less than the cost of such shares to the shareholder, depending upon 
the market value of the Portfolio's securities at the time of such redemption or
repurchase. Payment either in cash or in portfolio securities received by a     
shareholder upon redemption or repurchase of his shares, assuming the shares    
constitute capital assets in his hands, will result in long-term or short-term  
capital gains (or loss) depending upon the shareholder's holding period and     
basis in respect of the shares redeemed.                                        

Payments to Financial Intermediaries                                            
------------------------------------                                            

       Financial intermediaries, such as the Insurers, market and sell
shares of the Portfolios and typically receive compensation for selling shares  
of the Portfolios. This compensation is paid from various sources, including any
Rule 12b-1 fee that you or the Portfolios may pay.                              

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

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

o     Rule 12b-1 fees;                                  

      o     defrayal of costs for educational seminars and training;

o     additional distribution support; and              

        o     payments related to providing Contractholder recordkeeping
and/or administrative services.             

            Please read your Portfolio's Prospectus carefully for information on
this compensation.                                                              

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

           Other Payments for Educational Support and Distribution Assistance.
In addition to the fees described above, ABI, at its expense, currently provides
additional payments to the Insurers. These sums include payments to reimburse   
directly or indirectly the costs incurred by the Insurers and their employees in
connection with educational seminars and training efforts about the Portfolios  
for the Insurers' employees and/or their clients and potential clients. The     
costs and expenses associated with these efforts may include travel, lodging,   
entertainment and meals.                                                        

          For 2010, ABI's additional payments to these firms for educational
support and distribution assistance related to the Portfolios are expected to be
approximately $400,000. In 2009, ABI paid additional payments of approximately  
$400,000 for the Portfolios.                                                    

          If one mutual fund sponsor that offers shares to separate accounts
of an Insurer makes greater distribution assistance payments than another, the  
Insurer may have an incentive to recommend or offer the shares of funds of one  
fund sponsor over another.                                                      

         Please speak with your financial intermediary to learn more about
the total amounts paid to your financial intermediary by the Funds, the Adviser,
ABI and by other mutual fund sponsors that offer shares to Insurers that may be 
recommended to you. You should also consult disclosures made by your financial  
intermediary at the time of purchase.                                           

       ABI anticipates that the Insurers or their affiliates that will
receive additional payments for educational support include:                    

AIG Advisor Group                                                   
AXA Advisors                                                        
Genworth Financial                                                  
Lincoln Financial Distributors                                      
Merrill Lynch                                                       
Pacific Life Insurance Co.                                          
Prudential                                                          
RiverSource Distributors                                            
SunLife Financial                                                   
Transamerica Capital                                                

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

--------------------------------------------------------------------------------

NET ASSET VALUE 

--------------------------------------------------------------------------------

          For all of the Portfolios, with the exception of AllianceBernstein
Money Market Portfolio, the NAV is computed at the next close of regular trading
on the Exchange (ordinarily 4:00 p.m., Eastern time) following receipt of a     
purchase or redemption order by a Portfolio on each Portfolio business day on   
which such an order is received and on such other days as the Board deems       
appropriate or necessary in order to comply with Rule 22c-1 under the 1940 Act. 
Each Portfolio's NAV is calculated by dividing the value of a Portfolio's total 
assets, less its liabilities, by the total number of its shares then            
outstanding. A Portfolio business day is any weekday on which the Exchange is   
open for trading.                                                               

      In accordance with applicable rules under the 1940 Act and the
Portfolio's pricing policies and procedures adopted by the Board (the "Pricing  
Policies"), portfolio securities are valued at current market value or at fair  
value. The Board has delegated to the Adviser, subject to the Board's continuing
oversight, certain of its duties with respect to the following Pricing Policies.

          With respect to securities for which market quotations are readily
available, the market value of a security will be determined as follows:        

           (a) securities listed on the Exchange, on other national securities
exchanges (other than securities listed on The Nasdaq Stock Market, Inc.        
("NASDAQ")) or on a foreign securities exchange are valued at the last sale     
price reflected on the consolidated tape at the close of the Exchange or foreign
securities exchange on the business day as of which such value is being         
determined. If there has been no sale on such day, the securities are valued at 
the mean of the closing bid and asked prices on such day. If no bid or asked    
prices are quoted on such day, then the security is valued in good faith at fair
value by, or in accordance with procedures established by, the Board;           

         (b) securities traded on NASDAQ are valued in accordance with the
NASDAQ Official Closing Price;                                                  

        (c) securities traded on the Exchange or on a foreign securities
exchange and on one or more other national or foreign securities exchanges, and 
securities not traded on the Exchange but traded on one or more other national  
or foreign securities exchanges, are valued in accordance with paragraph (a)    
above by reference to the principal exchange on which the securities are traded;

          (d) listed put or call options purchased by a Portfolio are valued
at the last sale price. If there has been no sale on that day, such securities  
will be valued at the closing bid prices on that day;                           

           (e) open futures contracts and options thereon will be 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           
valuations, the last available closing settlement price will be used;           

       (f) securities traded in the over-the-counter market, including
securities listed on a national securities exchange whose primary market is     
believed to be over-the-counter, are valued at the mean of the current bid and  
asked prices as reported by the National Quotation Bureau or other comparable   
sources;                                                                        

           (g) U.S. Government securities and other debt instruments having 60
days or less remaining until maturity are valued at amortized cost if their     
original maturity was 60 days or less, or by amortizing their fair value as of  
the 61st day prior to maturity if their original term to maturity exceeded 60   
days (unless in either case it is determined, in accordance with procedures     
established by the Board, that this method does not represent fair value);      

        (h) fixed-income securities may be valued on the basis of prices
provided by a pricing service when such prices are believed to reflect the fair 
market value of such securities. The prices provided by a pricing service take  
into account many factors, including institutional size, trading in similar     
groups of securities and any developments related to specific securities. For   
securities where the Adviser has determined that an appropriate pricing service 
does not exist, such securities may be valued on the basis of a quoted bid price
or spread from a major broker-dealer in such security;                          

        (i) mortgage-backed and asset-backed securities may be valued at
prices obtained from a bond pricing service or at a price obtained from one or  
more of the major broker-dealers in such securities when such prices are        
believed to reflect the fair market value of such securities. 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 bid price on a security;                               

         (j) OTC and other derivatives are valued on the basis of a quoted
bid price or spread from a major broker-dealer in such security; and            

          (k) all other securities will be valued in accordance with readily
available market quotations as determined in accordance with procedures         
established by the Board.                                                       

           The Portfolios value their securities at their current market value
determined on the basis of market quotations or, if market quotations are not   
readily available or are unreliable, at "fair value" as determined in accordance
with procedures established by and under the general supervision of the Board.  
When a Portfolio uses fair value pricing, it may take into account any factors  
it deems appropriate. The Portfolios may determine fair value based upon        
developments related to a specific security, current valuations of foreign stock
indices (as reflected in U.S. futures markets) and/or U.S. sector or broader    
stock market indices. The prices of securities used by the Portfolios to        
calculate their NAVs may differ from quoted or published prices for the same    
securities. Fair value pricing involves subjective judgments and it is possible 
that the fair value determined for a security is materially different than the  
value that could be realized upon the sale of that security.                    

      The Portfolios expect to use fair value pricing for securities
primarily traded on U.S. exchanges only under very limited circumstances, such  
as the early closing of the exchange on which a security is traded or suspension
of trading in the security. Securities for which market quotations are not      
readily available or deemed unreliable (including restricted securities) are    
valued at fair market value. Factors considered in making this determination may
include, but not limited to, information obtained by contacting the issuer or   
analysts, or by analysis of the issuer's financial statements. The Portfolios   
may use fair value pricing more frequently for foreign securities or securities 
primarily traded in non-U.S. markets because, among other things, most foreign  
markets close well before the Portfolio values its securities at 4:00 p.m.,     
Eastern Time. The earlier close of these foreign markets gives rise to the      
possibility that significant events, including broad market moves, may have     
occurred in the interim. For example, the Portfolios believe that foreign       
security values may be affected by events that occur after the close of foreign 
securities markets. To account for this, the Portfolios may frequently value    
many of their foreign equity or other securities using fair value prices based  
on independent pricing services or third party vendor modeling tools to the     
extent available.                                                               

 Subject to the Board's oversight, the Board has delegated
responsibility for valuing the assets of the Portfolios to the Adviser. The     
Adviser has established a Valuation Committee, which operates under the policies
and procedures approved by the Board, to value the Portfolios' assets on behalf 
of the Portfolios. The Valuation Committee values Portfolio assets as described 
above.                                                                          

        Each Portfolio may suspend the determination of its NAV (and the
offering and sale of shares), subject to the rules of the Commission and other  
governmental rules and regulations, at a time when: (1) the Exchange is closed, 
other than customary weekend and holiday closings, (2) an emergency exists as a 
result of which it is not reasonably practicable for the Portfolio to dispose of
securities owned by it or to determine fairly the value of its net assets, or   
(3) for the protection of shareholders, the Commission by order permits a       
suspension of the right of redemption or a postponement of the date of payment  
on redemption.                                                                  

     For purposes of determining a Portfolio's NAV, all assets and
liabilities initially expressed in a foreign currency will be converted into    
U.S. Dollars at the mean of the current bid and asked prices of such currency   
against the U.S. Dollar last quoted by a major bank that is a regular           
participant in the relevant foreign exchange market or on the basis of a pricing
service that takes into account the quotes provided by a number of such major   
banks. If such quotations are not available as of the close of the Exchange, the
rate of exchange will be determined in good faith by, or under the direction of,
the Board.                                                                      

        The assets attributable to the Class A shares and Class B shares
will be invested together in a single portfolio. The NAV of each class will be  
determined separately by subtracting the liabilities allocated to that class    
from the assets belonging to that class in conformance with the provisions of a 
plan adopted by each Portfolio in accordance with Rule 18f-3 under the 1940 Act 
(the "18f-3 Plan").                                                             

           The AllianceBernstein Money Market Portfolio utilizes the amortized
cost method of valuation of portfolio securities in accordance with the         
provisions of Rule 2a-7 under the Act. The amortized cost method involves       
valuing an instrument at its cost and thereafter applying a constant            
amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the instrument. The Fund      
maintains procedures designed to stabilize, to the extent reasonably possible,  
the price per share of the Portfolio as computed for the purpose of sales and   
redemptions at $1.00. Such procedures include review of the Portfolio's         
investment portfolio holdings by the Directors at such intervals as they deem   
appropriate to determine whether and to what extent the NAV of the Portfolio    
calculated by using available market quotations or market equivalents deviates  
from NAV based on amortized cost. If such deviation as to the Portfolio exceeds 
1/2 of 1%, the Directors will promptly consider what action, if any, should be  
initiated. In the event the Directors determine that such a deviation may result
in material dilution or other unfair results to new investors or existing       
shareholders, they will consider corrective action which might include (1)      
selling instruments held by the Portfolio prior to maturity to realize capital  
gains or losses or to shorten average portfolio maturity; (2) withholding       
dividends of net income on shares of the Portfolio; or (3) establishing a NAV   
per share of the Portfolio by using available market quotations or equivalents. 
The NAV of the shares of the Portfolio is determined as of the close of business
each Fund business day (generally 4:00 p.m., Eastern Time).                     

           The assets attributable to the Class A shares and Class B shares of
the Portfolio, will be invested together in a single portfolio. The NAV of each 
class will be determined separately by subtracting the liabilities allocated to 
that class from the assets belonging to that class in conformance with the      
provisions of the 18f-3 Plan.                                                   

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PORTFOLIO TRANSACTIONS

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     Subject to the general oversight of the Board, the Adviser is
responsible for the investment decisions and of placing of orders for portfolio 
securities for the Portfolios. The Adviser determines the broker or dealer to be
used in each specific transaction with the objective of negotiating a           
combination of the most favorable commission (for transactions on which a       
commission is payable) and the best price obtainable on each transaction        
(generally defined as best execution). In connection with seeking best price and
execution, the Portfolios do not consider sales of shares of the Portfolios or  
other investment companies managed by the Adviser as a factor in the selection  
of brokers and dealers to effect portfolio transactions and has adopted a policy
and procedures reasonably designed to preclude such considerations.             

       Neither the Fund nor the Adviser has entered into agreements or
understandings with any brokers or dealers regarding the placement of securities
transactions because of research or statistical services they provide. To the   
extent that such persons or firms supply investment information to the Adviser  
for use in rendering investment advice to the Fund, such information may be     
supplied at no cost to the Adviser and, therefore, may have the effect of       
reducing the expenses of the Adviser in rendering advice to the Fund. While it  
is impossible to place an actual dollar value on such investment information,   
its receipt by the Adviser probably does not reduce the overall expenses of the 
Adviser to any material extent.                                                 

         The investment information provided to the Adviser is of the type
described in Section 28(e)(3) of the Exchange Act and is designed to augment the
Adviser's own internal research and investment strategy capabilities. Research  
and statistical services furnished by brokers through which the Fund effects    
securities transactions are used by the Adviser in carrying out its investment  
management responsibilities with respect to all its client accounts but not all 
such services may be utilized by the Adviser in connection with the Fund.       

           The Fund will deal in some instances in equity securities which are
not listed on a national stock exchange but are traded in the over-the-counter  
market. In addition, most transactions for the AllianceBernstein U.S.           
Government/High-Grade Securities Portfolio and the AllianceBernstein Money      
Market Portfolio are executed in the over-the-counter market. Where transactions
are executed in the over-the-counter market, the Fund will seek to deal with the
primary market makers, but when necessary in order to obtain the best price and 
execution, it will utilize the services of others. In all cases, the Fund will  
attempt to negotiate best execution.                                            

            The Fund may from time to time place orders for the purchase or sale
of securities (including listed call options) with Sanford C. Bernstein & Co.   
LLC ("SCB & Co.") and Sanford C. Bernstein Limited ("SCB Ltd."), affiliates of  
the Adviser, for which SCB & Co. and SCB Ltd. may receive a portion of the      
brokerage commission. With respect to orders placed with SCB & Co. and SCB Ltd. 
for execution on a securities exchange, commissions received must conform to    
Section 17(e)(2)(A) of the 1940 Act and Rule 17e-1 thereunder, which permit an  
affiliated person of a registered investment company (such as the Fund), or any 
affiliated person of such person, to receive a brokerage commission from such   
registered investment company provided that such commission is reasonable and   
fair compared to the commissions received by other brokers in connection with   
comparable transactions involving similar securities during a comparable period 
of time.                                                                        

  The following table shows the brokerage commission paid on
investment transactions for the last three fiscal years:                        

                                                                 BROKERAGE
                                                    AGGREGATE     COMMISSION
                                     FISCAL       BROKERAGE      PAID TO
                                       YEAR ENDED     COMMISSION   SCB & CO. and
PORTFOLIO                              DECEMBER 31       PAID         SCB Ltd.  
---------                              -----------    ----------   ------------ 

AllianceBernstein Growth Portfolio                                              
                                        2007       $  171,183     $      200
                                        2008       $  191,505     $      973
                                        2009       $  210,790     $    3,525

AllianceBernstein Intermediate Bond                                             
Portfolio                                                                       
                                        2007       $  171,183     $      200
                                        2008       $    2,190     $        0
                                        2009       $      718     $        0

AllianceBernstein Growth and Income                                             
Portfolio                                                                       
                                        2007       $2,466,325     $   93,488
                                        2008       $5,162,851     $   62,028
                                        2009       $2,249,648     $  277,188

AllianceBernstein Money Market                                                  
Portfolio                                                                       
                                        2007       $        0     $        0
                                        2008       $        0     $        0
                                        2009       $        0     $        0
AllianceBernstein Large Cap Growth                                              
Portfolio                                                                       
                                        2007       $  966,522     $   10,669
                                        2008       $  600,538     $        0
                                        2009       $  500,928     $        0

AllianceBernstein Small Cap Growth                                              
Portfolio                                                                       
                                        2007       $  128,888     $       28
                                        2008       $  143,217     $      132
                                        2009       $  100,309     $        6

AllianceBernstein Real Estate                                                   
Investment Portfolio                                                            
                                        2007       $   51,714     $        0
                                        2008       $   35,469     $        0
                                        2009       $   44,435     $        0

AllianceBernstein Global Thematic                                               
Growth Portfolio                                                                
                                        2007       $  729,464     $      812
                                        2008       $  636,121     $        0
                                        2009       $  600,953     $    1,312

AllianceBernstein International                                                 
Growth Portfolio                                                                
                                        2007       $  420,927     $        0
                                        2008       $  394,083     $        0
                                        2009       $  352,427     $        0

AllianceBernstein Small/Mid Cap                                                 
Value Portfolio                                                                 
                                        2007       $  223,370     $        0
                                        2008       $  428,980     $        0
                                        2009       $  474,667     $        0

AllianceBernstein Value Portfolio                                               
                                        2007       $   78,756     $        0
                                        2008       $  135,060     $        0
                                        2009       $  249,233     $        0

AllianceBernstein International                                                 
Value Portfolio                                                                 
                                        2007       $2,107,040     $   32,024
                                        2008       $2,286,217     $   25,309
                                        2009       $1,997,848     $    2,586

AllianceBernstein Balanced Wealth                                               
Strategy Portfolio                                                              
                                        2007       $  105,020     $      204
                                        2008       $  225,528     $      207
                                        2009       $  370,234     $        0

           During the most recent fiscal year, the percentage of the aggregate
brokerage commission, stated above, paid by each Portfolio to SCB & Co. and SCB 
Ltd. and the percentage of each Portfolio's aggregate dollar amount of          
transactions involving the payment of commissions through SCB & Co. and SCB Ltd.
was as follows:                                                                 

                                                        [Enlarge/Download Table]


                                                                       % OF AGGREGATE
                                                                       DOLLAR AMOUNT 
                                                                      OF TRANSACTIONS
                                                      % OF AGGREGATE   INVOLVING THE 
                                                        BROKERAGE        PAYMENT OF  
                                                        COMMISSION      COMMISSIONS  
                                                         PAID TO          THROUGH    
                                                      SCB & CO. and    SCB & CO. and 
PORTFOLIO                                                SCB Ltd.         SCB Ltd.   
---------                                                --------         --------   
                                                                                     
AllianceBernstein Growth Portfolio                          1.67%           .99%     
AllianceBernstein Growth and Income Portfolio              12.32%          9.68%     
AllianceBernstein Money Market Portfolio                     0%              0%      
AllianceBernstein Large Cap Growth Portfolio                 0%              0%      
AllianceBernstein Small Cap Growth Portfolio                .01%            .01%     
AllianceBernstein Real Estate Investment Portfolio           0%              0%      
AllianceBernstein Global Thematic Growth Portfolio          .22%            .21%     
AllianceBernstein Intermediate Bond Portfolio                0%              0%      
AllianceBernstein International Growth Portfolio             0%              0%      
AllianceBernstein Small/Mid Cap Value Portfolio              0%              0%      
AllianceBernstein Value Portfolio                            0%              0%      
AllianceBernstein International Value Portfolio             .13%            .27%     
AllianceBernstein Balanced Wealth Strategy Portfolio         0%              0%      


Disclosure of Portfolio Holdings                                                
--------------------------------                                                

          The Fund believes that the ideas of the Adviser's investment staff
should benefit the Portfolios and their shareholders, and does not want to      
afford speculators an opportunity to profit by anticipating Portfolio trading   
strategies or using Portfolio information for stock picking. However, the Fund  
also believes that knowledge of each Portfolio's portfolio holdings can assist  
shareholders in monitoring their investment, making asset allocation decisions, 
and evaluating portfolio management techniques.                                 

          The Adviser has adopted, on behalf of the Portfolios, policies and
procedures relating to disclosure of the Portfolios' portfolio securities. The  
policies and procedures relating to disclosure of the Portfolios' portfolio     
securities are designed to allow disclosure of portfolio holdings information   
where necessary to the operation of the Portfolios or useful to the Portfolios' 
shareholders without compromising the integrity or performance of the           
Portfolios. Except when there are legitimate business purposes for selective    
disclosure and other conditions (designed to protect the Portfolios and their   
shareholders) are met, the Portfolios do not provide or permit others to provide
information about a Portfolio's portfolio holdings on a selective basis.        

            The Portfolios include portfolio holdings information as required in
regulatory filings and shareholder reports, disclose portfolio holdings         
information as required by federal or state securities laws and may disclose    
portfolio holdings information in response to requests by governmental          
authorities. In addition, the Adviser may post portfolio holdings information on
the Adviser's website (www.AllianceBernstein.com). For each portfolio security, 
the posted information includes its name, the number of shares held by a        
Portfolio, the market value of the Portfolio's holdings, and the percentage of  
the Portfolio's assets represented by the portfolio security. The day after     
portfolio holdings information is publicly available on the website, it may be  
mailed, e-mailed or otherwise transmitted to any person.                        

   The Adviser may distribute or authorize the distribution of
information about a Portfolio's portfolio holdings that is not publicly         
available, on the website or otherwise, to the Adviser's employees and          
affiliates that provide services to the Fund. In addition, the Adviser may      
distribute or authorize distribution of information about a Portfolio's         
portfolio holdings that is not publicly available, on the website or otherwise, 
to the Fund's service providers who require access to the information in order  
to fulfill their contractual duties relating to the Portfolios, to facilitate   
the review of the Portfolios by rating agencies, for the purpose of due         
diligence regarding a merger or acquisition, or for the purpose of effecting    
in-kind redemption of securities to facilitate orderly redemption of portfolio  
assets and minimal impact on remaining Portfolio shareholders. The Adviser does 
not expect to disclose information about a Portfolio's portfolio holdings that  
is not publicly available to the Portfolio's individual or institutional        
investors or to intermediaries that distribute the Portfolio's shares.          
Information may be disclosed with any frequency and any lag, as appropriate.    

           Before any non-public disclosure of information about a Portfolio's
portfolio holdings is permitted, however, the Adviser's Chief Compliance Officer
(or his designee) must determine that the Portfolio has a legitimate business   
purpose for providing the portfolio holdings information, that the disclosure is
in the best interests of the Portfolio's shareholders, and that the recipient   
agrees or has a duty to keep the information confidential and agrees not to     
trade directly or indirectly based on the information or to use the information 
to form a specific recommendation about whether to invest in the Portfolio or   
any other security. Under no circumstances may the Adviser or its affiliates    
receive any consideration or compensation for disclosing the information.       

           The Adviser has established procedures to ensure that a Portfolio's
portfolio holdings information is only disclosed in accordance with these       
policies. Only the Adviser's Chief Compliance Officer (or his designee) may     
approve the disclosure, and then only if he or she and a designated senior      
officer in the Adviser's product management group determines that the disclosure
serves a legitimate business purpose of a Portfolio and is in the best interest 
of the Portfolio's shareholders. The Adviser's Chief Compliance Officer (or his 
designee) approves disclosure only after considering the anticipated benefits   
and costs to the Portfolio and its shareholders, the purpose of the disclosure, 
any conflicts of interest between the interests of the Portfolio and its        
shareholders and the interests of the Adviser or any of its affiliates, and     
whether the disclosure is consistent with the policies and procedures governing 
disclosure. Only someone approved by the Adviser's Chief Compliance Officer (or 
his designee) may make approved disclosures of portfolio holdings information to
authorized recipients. The Adviser reserves the right to request certifications 
from senior officers of authorized recipients that the recipient is using the   
portfolio holdings information only in a manner consistent with the Adviser's   
policy and any applicable confidentiality agreement. The Adviser's Chief        
Compliance Officer (or his designee) or another member of the compliance team   
reports all arrangements to disclose portfolio holdings information to the      
Fund's Board on a quarterly basis. If the Directors determine that disclosure   
was inappropriate, the Adviser will promptly terminate the disclosure           
arrangement.                                                                    

        In accordance with these procedures, each of the following third
parties have been approved to receive information concerning the Portfolios'    
portfolio holdings: (i) the Fund's independent registered public accounting     
firm, for use in providing audit opinions; (ii) Data Communique International,  
RR Donnelley Financial and, from time to time, other financial printers, for the
purpose of preparing Portfolio regulatory filings; (iii) the Fund's custodian in
connection with its custody of the assets of the Portfolios; (iv) Institutional 
Shareholder Services, Inc. for proxy voting services; and (v) data aggregators, 
such as Vestek. Information may be provided to these parties at any time with no
time lag. Each of these parties is contractually and ethically prohibited from  
sharing a Portfolio's portfolio holdings information unless specifically        
authorized.                                                                     

--------------------------------------------------------------------------------

DIVIDENDS, DISTRIBUTIONS AND TAXES

--------------------------------------------------------------------------------

       Each Portfolio of the Fund qualified and intends to continue to
qualify to be taxed as a regulated investment company under the Code. If so     
qualified, each Portfolio will not be subject to federal income and excise taxes
on its investment company taxable income and net capital gain to the extent such
investment company taxable income and net capital gain are distributed to the   
separate accounts of insurance companies which hold its shares. Under current   
tax law, capital gains or dividends from any Portfolio are not currently taxable
to the holder of a variable annuity or variable life insurance contract when    
left to accumulate within such variable annuity or variable life insurance      
contract. Distributions of net investment income and net short-term capital     
gains will be treated as ordinary income and distributions of net long-term     
capital gains will be treated as long-term capital gain in the hands of the     
insurance companies.                                                            

     Investment income received by a Portfolio from sources within
foreign countries may be subject to foreign income taxes withheld at the source.
If more than 50% of the value of a Portfolio's total assets at the close of its 
taxable year consists of stocks or securities of foreign corporations (which for
this purpose should include obligations issued by foreign governments), such    
Portfolio will be eligible to file an election with the Internal Revenue Service
to pass through to its shareholders the amount of foreign taxes paid by the     
Portfolio. If eligible, each such Portfolio intends to file such an election,   
although there can be no assurance that such Portfolio will be able to do so.   

     Section 817(h) of the Code requires that the investments of a
segregated asset account of an insurance company be adequately diversified, in  
accordance with Treasury Regulations promulgated thereunder, in order for the   
holders of the variable annuity contracts or variable life insurance policies   
underlying the account to receive the tax-deferred or tax-free treatment        
generally afforded holders of annuities or life insurance policies under the    
Code. The Department of the Treasury has issued Regulations under section 817(h)
that, among other things, provide the manner in which a segregated asset account
will treat investments in a regulated investment company for purposes of the    
applicable diversification requirements. Under the Regulations, if a regulated  
investment company satisfies certain conditions, a segregated asset account     
owning shares of the regulated investment company will not be treated as a      
single investment for these purposes, but rather the account will be treated as 
owning its proportionate share of each of the assets of the regulated investment
company. Each Portfolio plans to satisfy these conditions at all times so that  
the shares of such Portfolio owned by a segregated asset account of a life      
insurance company will be subject to this treatment under the Code.             

          For information concerning the federal income tax consequences for
the holders of variable annuity contracts and variable life insurance policies, 
such holders should consult the prospectus used in connection with the issuance 
of their particular contracts or policies.                                      

--------------------------------------------------------------------------------

GENERAL INFORMATION 

--------------------------------------------------------------------------------

CAPITALIZATION                                                                  

          The Fund was organized as a Maryland corporation in 1987 under the
name "Alliance Variable Products Series Fund, Inc." The name of the Fund became 
"AllianceBernstein Variable Products Series Fund, Inc." on May 1, 2003. Each    
Portfolio's name was changed on May 1, 2003. Prior thereto, the Portfolios were 
known as: Alliance Money Market Portfolio, Alliance Premier Growth Portfolio,   
Alliance Growth and Income Portfolio, Alliance U.S. Government/High Grade       
Securities Portfolio, Alliance High Yield Portfolio, Alliance Balanced Shares   
Portfolio, Alliance International Research Growth Portfolio, Alliance Global    
Bond Portfolio, Alliance Americas Government Income Portfolio, Alliance Global  
Dollar Government Portfolio, Alliance Utility Income Portfolio, Alliance Growth 
Portfolio, Alliance International Growth Portfolio, Alliance Technology         
Portfolio, Alliance Quasar Portfolio and Alliance Real Estate Investment        
Portfolio. The AllianceBernstein Quasar Portfolio's name was changed again on   
May 3, 2004 to the AllianceBernstein Small Cap Growth Portfolio. On May 2, 2005,
the AllianceBernstein Premier Growth Portfolio's name was changed to the        
AllianceBernstein Large Cap Growth Portfolio, the AllianceBernstein Technology  
Portfolio's name was changed to the AllianceBernstein Global Technology         
Portfolio and the AllianceBernstein Small Cap Value Portfolio's name was changed
to the AllianceBernstein Small/Mid Cap Value Portfolio. On February 1, 2006, the
AllianceBernstein Total Return Portfolio's name was changed to AllianceBernstein
Balanced Shares Portfolio, the AllianceBernstein International Portfolio's name 
was changed to AllianceBernstein International Research Growth Portfolio and the
AllianceBernstein Worldwide Privatization Portfolio's name was changed to       
AllianceBernstein International Growth Portfolio.                               

        The Fund's shares have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of      
Directors can elect 100% of the Directors if they choose to do so, and in such  
election of Directors will not be able to elect any person or persons to the    
Board.                                                                          

   Pursuant to an order received from the Commission, the Fund
maintains participation agreements with insurance company separate accounts that
obligate the insurance companies to pass any proxy solicitations through to     
underlying contractholders who in turn are asked to designate voting            
instructions. In the event that an insurance company does not receive voting    
instructions from contractholders, it is obligated to vote the shares that      
correspond to such contractholders in the same proportion as instructions       
received from all other applicable contractholders.                             

      All shares of the Fund when duly issued will be fully paid and
nonassessable. The Board is authorized to reclassify any unissued shares into   
any number of additional series and classes without shareholder approval.       
Accordingly, the Board in the future, for reasons such as the desire to         
establish one or more additional Portfolio's with different investment          
objectives, policies or restrictions or to establish additional channels of     
distribution, may create additional series and classes of shares. Any issuance  
of shares of such additional series and classes would be governed by the 1940   
Act and the laws of the State of Maryland.                                      

      If shares of another series were issued in connection with the
creation of the new portfolio, each share of any of the Fund's Portfolios would 
normally be entitled to one vote for all purposes. Generally, shares of each    
Portfolio would vote as a single series for the election of directors and on any
other matter that affected each Portfolio in substantially the same manner. As  
to matters affecting each Portfolio differently, such as approval of the        
Advisory Agreement and changes in investment policy, shares of each Portfolio   
would vote as separate series. Moreover, the Class B shares of each Portfolio   
will vote separately with respect to matters relating to the 12b-1 Plan(s)      
adopted in accordance with Rule 12b-1 under the 1940 Act. Meetings of           
shareholders may be called by 10% of the Fund's outstanding shareholders.       

          The outstanding voting shares of each outstanding Portfolio of the
Fund as of April 5, 2010 consisted of the following numbers of Class A common   
stock and Class B common stock, respectively: AllianceBernstein Money Market    
Portfolio, 22,562,311 and 35,099,276; AllianceBernstein Intermediate Bond       
Portfolio, 10,275,137 and 3,327,595 AllianceBernstein Large Cap Growth          
Portfolio, 8,065,823 and 9,151,943; AllianceBernstein Growth and Income         
Portfolio, 13,690,544 and 53,389,606; AllianceBernstein Growth Portfolio,       
2,080,081 and 3,548,822; AllianceBernstein International Growth Portfolio,      
7,277,587 and 4,379,684; AllianceBernstein Global Thematic Growth Portfolio,    
3,706,629 and 8,386,728; AllianceBernstein Small Cap Growth Portfolio, 1,864,125
and 1,312,165; AllianceBernstein Real Estate Investment Portfolio, 6,328,447 and
1,296,458; AllianceBernstein International Value Portfolio, 9,913,206 and       
115,656,851; AllianceBernstein Small/Mid Cap Value Portfolio, 10,567,025 and    
21,103,070; AllianceBernstein Value Portfolio, 172,469 and 23,078,618; and      
AllianceBernstein Balanced Wealth Strategy Portfolio, 6,642,828 and 43,618,685. 
To the knowledge of the Fund, the following persons owned of record or          
beneficially 5% or more of the outstanding Class A and Class B shares of the    
Fund's Portfolios as of April 5, 2010.                                          

CLASS A SHARES                                                                  
--------------                                                                  

                                                        [Enlarge/Download Table]

                                                             NUMBER OF       % OF CLASS A 
PORTFOLIO                NAME AND ADDRESS                    CLASS A SHARES  SHARES       
---------                ----------------                    --------------  ------------ 
                                                                                          

AllianceBernstein Money  AIG Life Insurance Company                                       
Market                   Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              15,526,063      68.91%       

                         Union Security Insurance Company                                 
                         Separate Account                                                 
                         Attn: Bruce Fiedler                                              
                         P.O. Box 64284                                                   
                         St. Paul, MN 55164-0284             3,963,760       17.59%       

                         American International Life                                      
                         Insurance Company of NY                                          
                         Attn: Ed Bacon                                                   
                         2727A Allen Parkway                                              
                         Mail Stop 4D-1                                                   
                         Houston, TX 77019-2115              1,846,127        8.19%       

AllianceBernstein        AIG Life Insurance Company                                       
Intermediate Bond        Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              8,415,006       81.92%       

                         American International Life                                      
                         Insurance Company of NY                                          
                         Attn: Ed Bacon                                                   
                         2727A Allen Parkway                                              
                         Mail Stop 4D-1                                                   
                         Houston, TX  77019-2116             893,677          8.70%       

AllianceBernstein Large  Merrill Lynch Life Insurance                                     
Cap Growth               Company                                                          
                         ML-Retirement Plus A                                             
                         4333 Edgewood Rd NE                                              
                         Cedar Rapids, IA  52499-0001        3,224,009       40.01%       

                         Merrill Lynch Life Insurance                                     
                         Company                                                          
                         ML-Life V                                                        
                         4333 Edgewood Rd NE                                              
                         Cedar Rapids, IA  52499-0001        556,435          6.91%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              1,800,882       22.35%       

                         Allmerica Financial Life                                         
                         Insurance & Annuity Company                                      
                         One Security Benefit Place                                       
                         Topeka, KS  66636-1000              492,139          6.11%       

AllianceBernstein        Lincoln Life Variable Annuity                                    
Growth and Income        1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          4,156,127       30.37%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              3,747,634       27.38%       

                         ING Life Insurance and Annuity                                   
                         Company                                                          
                         Attn: ING Fund Operations                                        
                         151 Farmington Avenue                                            
                         Hartford, CT 06156-0001             1,375,677       10.05%       

                         Merrill Lynch Life Insurance                                     
                         Company                                                          
                         ML-Retirement Power                                              
                         4333 Edgewood Rd NE                                              
                         Cedar Rapids, IA  52499-0001        851,751          6.22%       

AllianceBernstein        AIG Life Insurance Company                                       
Growth                   Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              1,322,644       63.68%       

                         American International Life                                      
                         Insurance Company of NY                                          
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY Mail Stop 4D-1                                  
                         Houston, TX  77019-2116             253,849         12.22%       

                         Great West Life & Annuity                                        
                         Insurance Company                                                
                         FBO Schwab Annuities                                             
                         8515 E Orchard Rd                                                
                         Greenwood Village, CO  80111-5002   110,729          5.33%       

AllianceBernstein        AIG Life Insurance Company                                       
International Growth     Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              2,605,763       35.81%       

                         Great West Life & Annuity                                        
                         Insurance Company                                                
                         FBO Schwab Annuities                                             
                         Attn: Investment Div                                             
                         8515 E. Orchard Rd                                               
                         Englewood, CO  80111-5002           1,097,382       15.08%       

                         The Prudential Insurance Company                                 
                         of America                                                       
                         c/o Prubenefit Laureate                                          
                         80 Livingston Ave BLDG ROS3                                      
                         Roseland, NJ  07068-1733            2,535,055       34.84%       

AllianceBernstein        Lincoln Life Variable Annuity                                    
Global Thematic Growth   1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          1,436,361       38.79%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              1,238,419       33.44%       

                         American International Life                                      
                         Insurance Company of NY                                          
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY Mail Stop 4D-1                                  
                         Houston, TX  77019-2116             253,683          6.85%       

                         Merrill Lynch Life Insurance                                     
                         Company                                                          
                         ML-Retirement Plus A                                             
                         4333 Edgewood Rd NE                                              
                         Cedar Rapids, IA  52499-0001        399,041         10.78%       

AllianceBernstein Small  AIG Life Insurance Company                                       
Cap Growth               Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              1,435,925       77.11%       

                         American International Life                                      
                         Insurance Company of NY                                          
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY Mail Stop 4D-1                                  
                         Houston, TX  77019-2116             118,858          6.38%       

                         Principal Life Ins Co.                                           
                         Attn: Individual Accounting                                      
                         711 High Street                                                  
                         Des Moines, IA 50392-0001           163,822          8.80%       

AllianceBernstein        AIG Life Insurance Company                                       
Real Estate              Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX  77019-2107             1,322,754       20.84%       

                         Great West Life & Annuity                                        
                         Insurance Company                                                
                         FBO Schwab Annuities                                             
                         Attn: Investment Div                                             
                         8515 E. Orchard Rd                                               
                         Englewood, CO  80111-5002           1,132,296       17.84%       

                         The Prudential Insurance Company                                 
                         of America                                                       
                         c/o Prubenefit Laureate                                          
                         80 Livingston Ave BLDG ROS3                                      
                         Roseland, NJ  07068-1753            3,541,344       55.79%       

AllianceBernstein        Nationwide Life Insurance Co.                                    
International Value      c/o IPO Portfolio Accounting                                     
                         P.O. Box 182029                                                  
                         Columbus, OH  43218-2029            946,303          9.53%       

                         Nationwide Life Insurance Co.                                    
                         c/o IPO Portfolio Accounting                                     
                         PO Box 182029                                                    
                         Columbus, OH  43218-2029            522,887          5.26%       

                         Nationwide Life Insurance Co.                                    
                         c/o IPO Portfolio Accounting                                     
                         PO Box 182029                                                    
                         Columbus, OH  43218-2029            1,289,656       12.98%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX  77019-2107             1,227,810       12.36%       

                         AUL American Individual Variable                                 
                         Annuity Unit Trust 1                                             
                         One American SQ                                                  
                         PO Box 368                                                       
                         Indianapolis, IN  46206-0368        618,523          6.23%       

                         Sun Life Assurance Co of Canada                                  
                         (U.S.)                                                           
                         Large Case Vul Separate                                          
                         Attn:  Howard Harding SC 1145                                    
                         One Sun Life Executive Park                                      
                         Wellesley Hills, MA  02481          955,737          9.62%       

                         Lincoln Life Variable Annuity                                    
                         1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          1,323,722       13.33%       

                         Great West Life & Annuity                                        
                         Insurance Company                                                
                         FBO Schwab Annuities                                             
                         8515 E. Orchard Rd                                               
                         Attn: Investment Div 2T2                                         
                         Englewood, CO  80111-5002           656,068          6.61%       

AllianceBernstein        Lincoln Life Variable Annuity                                    
Small/Mid Cap Value      1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          4,692,932       44.25%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              1,754,162       16.54%       

                         AUL American Individual Variable                                 
                         Annuity Unit Trust 1                                             
                         One American SQ                                                  
                         PO Box 368                                                       
                         Indianapolis, IN  46206-0368        1,059,966        9.99%       

                         Nationwide Life Insurance Company                                
                         c/o IPO Portfolio Accounting                                     
                         P.O. Box 182029                                                  
                         Columbus, OH  43218-2029            614,712          5.80%       

AllianceBernstein        Merrill Lynch Life Insurance                                     
Value                    Company of NY                                                    
                         MLNY - IVC Investors Series                                      
                         4333 Edgewood Rd NE                                              
                         Cedar Rapids, IA  52499-0001        24,705          14.33%       

                         Merrill Lynch Life Insurance                                     
                         Company                                                          
                         MLNY - IVC Investors Series                                      
                         4333 Edgewood Rd NE                                              
                         Cedar Rapids, IA  52499-0001        145,347         84.30%       

AllianceBernstein        AIG Life Insurance Company                                       
Balanced Wealth          Attn: Ed Bacon                                                   
Strategy                 2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              5,976,898       90.17%       

                         American International Life                                      
                         Insurance Company of NY                                          
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY Mail Stop 4D-1                                  
                         Houston, TX  77019-2116             392,270          5.92%       


CLASS B SHARES                                                                            
--------------                                                                            

                                                             NUMBER OF       % OF CLASS B 
PORTFOLIO                NAME AND ADDRESS                    CLASS B SHARES  SHARES       
---------                ----------------                    --------------  -------------
                                                                                          

AllianceBernstein        AIG Life Insurance Company                                       
Money Market             Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              17,991,673      51.35%       

                         Anchor National Life Insurance Co.                               
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodland Hills, CA  91367-4901      15,264,819      43.57%       

AllianceBernstein        Anchor National Life Ins. Co.                                    
Intermediate Bond        Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       2,575,079       77.39%       

                         Sun Life Assurance Company of                                    
                         Canada (U.S.)                                                    
                         Attn: James Joseph                                               
                         P.O. Box 9133                                                    
                         Wellesley HLS, MA  02481-4901       2,575,079       77.39%       

                         Hartford Life Separate                                           
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            241,103          7.25%       

                         American Enterprise Life Insurance                               
                         Company                                                          
                         1438-AXP                                                         
                         Minneapolis, MN  55474-0001         191,899          5.77%       

AllianceBernstein Large  Allmerica Financial Life Insurance                               
Cap Growth               & Annuity Company                                                
                         One Security Benefit Place                                       
                         Topeka, KS  66636-1000              1,451,946       15.88%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX 77019-2107              1,157,752       12.66%       

                         Horace Mann Life Insurance Co.                                   
                         Separate Account                                                 
                         Horace Mann                                                      
                         Springfield, IL  62715-0001         1,202,540       13.15%       

                         Allstate Life Insurance Company                                  
                         N. Plaza 2775 Sanders Rd.                                        
                         Northbrook, IL 60062                891,868          9.75%       

                         GE Life and Annuity Assurance                                    
                         Company                                                          
                         6610 W. Broad St                                                 
                         BLDG 3, 5th Floor                                                
                         Attn: Variable Accounting                                        
                         Richmond, VA  23230-1702            678,134          7.42%       

                         Lincoln Life Variable Annuity                                    
                         1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          562,130          6.15%       

                         Transamerica Life Ins. Co.                                       
                         FMD Operational Accounting                                       
                         4333 Edgewood Road NE                                            
                         Cedar Rapids, IA  52449-0001        610,694          6.68%       

                         Anchor National Life Ins. Co.                                    
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       460,214          5.03%       

AllianceBernstein        IDS Life Insurance Corporation                                   
Growth and Income        1438 AXP Financial CTR                                           
                         Minneapolis, MN  55474-0014         11,662,381      21.86%       

                         Lincoln Life Variable Annuity                                    
                         1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          11,442,853      21.45%       

                         Allstate Life Insurance Company                                  
                         544 Lakeview Parkway, Suite L3G                                  
                         Vernon Hills, IL  60061-1826        4,874,783        9.14%       

                         GE Life and Annuity Assurance                                    
                         Company                                                          
                         6610 W Broad St                                                  
                         BLDG 3, 5th Floor                                                
                         Attn: Variable Accounting                                        
                         Richmond, VA  23230-1702            4,598,783        8.62%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX  77019-2107             3,926,228        7.36%       

                         Allmerica Financial Life Insurance                               
                         & Annuity Company                                                
                         One Security Benefit Place                                       
                         Topeka, KS  66636-1000              3,721,382        6.98%       

AllianceBernstein        Allstate Life Insurance Company                                  
Growth                   N. Plaza 2775 Sanders Rd.                                        
                         Northbrook, IL  60062               1,592,764       44.91%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX  77019-2107             957,872         27.01%       

                         Anchor National Life Ins. Co.                                    
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       569,029         16.05%       

AllianceBernstein        Hartford Life and Annuity                                        
International Growth     Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT 06104-2999             2,011,754       45.93%       

                         Anchor National Life Ins. Co.                                    
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       612,449         13.98%       

                         Hartford Life Separate                                           
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford CT,  06104-2999            441,809         10.09%       

                         Sun Life Assurance Company of                                    
                         Canada (U.S.)                                                    
                         One Sunlife Executive Park                                       
                         Wellesley Hills, MA  02481          916,402         20.92%       

AllianceBernstein        Lincoln Life Variable Annuity                                    
Global Thematic Growth   1300 S Clinton St                                                
                         Fort Wayne, IN  46802-3506          3,673,625       43.87%       

                         IDS Life Insurance Co                                            
                         222 AXP Financial CTR                                            
                         Minneapolis, MN  55474-0014         1,087,988       12.99%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX  77019-2107             584,242          6.98%       

                         GE Life and Annuity Assurance                                    
                         Company                                                          
                         6610 W Broad St                                                  
                         BLDG 3, 5th Floor                                                
                         Attn: Variable Accounting                                        
                         Richmond, VA  23230-1702            444,050          5.30%       

AllianceBernstein Small  GE Life and Annuity Assurance                                    
Cap Growth               Company                                                          
                         6610 W Broad St                                                  
                         BLDG 3, 5th Floor                                                
                         Attn: Variable Accounting                                        
                         Richmond, VA  23230-1702            593,443         45.21%       

                         Anchor National Life Ins. Co.                                    
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       457,510         34.85%       

                         Sun Life Assuarnce Company of                                    
                         Canada (U.S.)                                                    
                         One Sunlife Executive Park                                       
                         Wellesley Hills, MA 02481           111,621          8.50%       

                         Horace Mann Life Insurance Co.                                   
                         Separate Account                                                 
                         Horace Mann                                                      
                         Springfield, IL  62715-0001         94,227           7.18%       

AllianceBernstein Real   Anchor National Life Ins. Co.                                    
Estate Investment        Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       528,526         40.84%       

                         Guardian Ins. & Annuity Co. Inc.                                 
                         3900 Burgess PL                                                  
                         Bethlehem, PA  18017-9097           213,998         16.54%       

                         Guardian Ins. & Annuity Co. Inc.                                 
                         3900 Burgess PL                                                  
                         Bethlehem, PA  18017-9097           476,225         36.80%       

AllianceBernstein        IDS Life Insurance Corp                                          
International Value      1438 AXP Financial CTR                                           
                         Minneapolis, MN  55474-0014         51,053,936      44.14%       

                         Hartford Life and Annuity                                        
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT 06104-2999             19,097,178      16.51%       

                         Lincoln Life Variable Annuity                                    
                         1300 S Clinton St                                                
                         Fort Wayne, IN 46802-3506           9,050,698        7.83%       

                         Hartford Life Separate                                           
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            7,576,599        6.55%       

                         American Enterprise Life                                         
                         Insurance Co.                                                    
                         1497 AXP Financial Center                                        
                         Minneapolis, MN 55474-0014         10,765,212        9.31%       

AllianceBernstein        Lincoln Life Variable Annuity                                    
Small/Mid                1300 S Clinton St                                                
Cap Value                Fort Wayne, IN  46802-3506          8,494,524       38.64%       

                         Hartford Life and Annuity                                        
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            4,561,774       20.75%       

                         Allstate Life Insurance Company                                  
                         N. Plaza 2775 Sanders Rd.                                        
                         Northbrook, IL  60062               1,779,290        8.09%       

                         Hartford Life Separate                                           
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            1,288,390        5.86%       

                         Nationwide Insurance Co.                                         
                         c/o IPO Portfolio Accounting                                     
                         PO Box 182029                                                    
                         Columbus OH, 43218-2029             1,911,778        8.70%       

AllianceBernstein Value  Hartford Life and Annuity                                        
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            11,992,664      52.00%       

                         Hartford Life Separate                                           
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            5,462,643       23.69%       

                         AIG Life Insurance Company                                       
                         Attn: Ed Bacon                                                   
                         2727A Allen PKWY # 4D1                                           
                         Houston, TX  77019-2107             2,543,137       11.03%       

                         Anchor National Life Ins. Co.                                    
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       1,191,631        5.17%       

AllianceBernstein        Hartford Life and Annuity                                        
Balanced Wealth          Attn: UIT Operations                                             
Strategy                 PO Box 2999                                                      
                         Hartford, CT  06104-2999            11,890,750      27.22%       

                         Separate Account A of Pacific                                    
                         Life Insurance Company                                           
                         700 Newport Center Drive                                         
                         Newport Beach, CA  92660-6307       10,719,284      24.54%       

                         Anchor National Life Ins. Co.                                    
                         Attn: Variable Annuity Accounting                                
                         21650 Oxnard St MSC 6-7                                          
                         Woodlands HLS, CA  91367-4901       5,011,958       11.47%       

                         Hartford Life Separate                                           
                         Attn: UIT Operations                                             
                         PO Box 2999                                                      
                         Hartford, CT  06104-2999            4,551,274       10.42%       

                         GE Life and Annuity Assurance                                    
                         Company                                                          
                         6610 W Broad St                                                  
                         BLDG 3, 5th Floor                                                
                         Attn: Variable Accounting                                        
                         Richmond, VA  23230-1702            2,578,369        5.90%       

                         Sunlife Assurance Company of                                     
                         Canada (U.S.)                                                    
                         One Sunlife Executive Park                                       
                         Wellesley Hills, MA  02481          4,178,236        9.56%       


Code Of Ethics And Proxy Voting Policies And Procedures                         
-------------------------------------------------------                         

       The Fund, the Adviser and ABI have each adopted codes of ethics
pursuant to Rule 17j-1 of the 1940 Act. These codes of ethics permit personnel  
subject to the codes to invest in securities, including securities that may be  
purchased or held by the Fund.                                                  

    The Fund has adopted the Adviser's proxy voting policies and
procedures. The Adviser's proxy voting policies and procedures are attached as  
Appendix C.                                                                     

         Information regarding how the Portfolios voted proxies related to
portfolio securities during the most recent 12-month period ended June 30 is    
available (1) without charge, upon request, by calling (800) 227-4618; or on or 
through the Fund's website at www.AllianceBernstein.com; or both; and (2) on the
Commission's website at www.sec.gov.                                            

Custodian                                                                       
---------                                                                       

           State Street Bank and Trust Company ("State Street"), One Lincoln
Street, Boston, Massachusetts 02111, acts as custodian for the securities and   
cash of the Fund but plays no part in deciding the purchase or sale of portfolio
securities. Subject to the supervision of the Board, State Street may enter into
sub-custodial agreements for the holding of the Fund's securities of foreign    
issuers.                                                                        

Principal Underwriter                                                           
---------------------                                                           

         AllianceBernstein Investments, Inc., 1345 Avenue of the Americas,
New York, New York 10105, serves as the Fund's principal underwriter.           

Counsel                                                                         
-------                                                                         

          Legal matters in connection with the issuance of the shares of the
Fund offered hereby will be passed upon by Seward & Kissel LLP, New York, New   
York.                                                                           

Independent Registered Public Accounting Firm                                   
---------------------------------------------                                   

         Ernst & Young LLP, 5 Times Square, New York, New York, 10036, has
been appointed as the independent registered public accounting firm for the     
Fund.                                                                           

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FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM 

--------------------------------------------------------------------------------

       The financial statements of AllianceBernstein Variable Products
Series Fund, Inc. for the fiscal year ended December 31, 2009 and the report of 
Ernst & Young LLP, the independent registered public accounting firm, are       
incorporated herein by reference to the Fund's annual report. The annual report 
was filed with the Commission on Form N-CSR on February 22, 2010. It is         
available without charge upon request by calling ABIS at (800) 227-4618.        

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APPENDIX A: 

STATEMENT OF POLICIES AND PROCEDURES FOR PROXY VOTING 

--------------------------------------------------------------------------------

1.    Introduction                                                              

As a registered investment adviser, AllianceBernstein L.P.          
     ("AllianceBernstein", "we" or "us") has a fiduciary duty to act solely in
      the best interests of our clients. We recognize that this duty requires us
  to vote client securities in a timely manner and make voting decisions
that are in the best interests of our clients. Consistent with these
      obligations, we will disclose our clients' voting records only to them and
    as required by mutual fund vote disclosure regulations. In addition, the
   proxy committees may, after careful consideration, choose to respond to
surveys regarding past votes.                                       

     This statement is intended to comply with Rule 206(4)-6 of the Investment
      Advisers Act of 1940. It sets forth our policies and procedures for voting
proxies for our discretionary investment advisory clients, including
     investment companies registered under the Investment Company Act of 1940.
 This statement applies to AllianceBernstein's growth, value and blend
  investment groups investing on behalf of clients in both US and non-US
securities.                                                         

2.    Proxy Policies                                                            

  This statement is designed to be responsive to the wide range of proxy
      voting subjects that can have a significant effect on the investment value
   of the securities held in our clients' accounts. These policies are not
exhaustive due to the variety of proxy voting issues that we may be 
     required to consider. AllianceBernstein reserves the right to depart from
      these guidelines in order to avoid voting decisions that we believe may be
  contrary to our clients' best interests. In reviewing proxy issues, we
will apply the following general policies:                          

2.1.  Corporate Governance                                          

          AllianceBernstein's proxy voting policies recognize the importance
        of good corporate governance in ensuring that management and the
     Board fulfill their obligations to the shareholders. We favor
    proposals promoting transparency and accountability within a
        company. We support the appointment of a majority of independent
        directors on key committees and generally support separating the
          positions of chairman and chief executive officer, except in cases
      where a company has sufficient counter-balancing governance in
         place. Because we believe that good corporate governance requires
     shareholders to have a meaningful voice in the affairs of the
     company, we generally will support shareholder proposals that
           request that companies amend their by-laws to provide that director
       nominees be elected by an affirmative vote of a majority of the
      votes cast. Furthermore, we have written to the Securities and
           Exchange Commission ("Commission") in support of shareholder access
         to corporate proxy statements under specified conditions with the
goal of serving the best interests of all shareholders. 

2.2.  Elections of Directors                                        

            Unless there is a proxy fight for seats on the Board or we determine
         that there are other compelling reasons for withholding votes for
            directors, we will vote in favor of the management proposed slate of
      directors. That said, we believe that directors have a duty to
     respond to shareholder actions that have received significant
           shareholder support. Therefore, we may withhold votes for directors
          (or vote against directors in non-U.S. markets) who fail to act on
       key issues such as failure to implement proposals to declassify
            boards, failure to implement a majority vote requirement, failure to
       submit a rights plan to a shareholder vote or failure to act on
          tender offers where a majority of shareholders have tendered their
           shares. (We may vote against directors under these circumstances if
      the company has adopted a majority voting policy because, if a
           company has adopted such a policy, withholding votes from directors
           is not possible.) In addition, we will withhold votes for directors
          who fail to attend at least seventy-five percent of board meetings
           within a given year without a reasonable excuse, and we may abstain
    or vote against directors of non-U.S. issuers where there is
          insufficient information about the nominees disclosed in the proxy
           statement. Also, we will generally not withhold votes for directors
           who meet the definition of independence promulgated by the exchange
     on which the company's shares are traded. Finally, because we
           believe that cumulative voting provides a disproportionate voice to
            minority shareholders in the affairs of a company, we will generally
     vote against such proposals and vote for management proposals
seeking to eliminate cumulative voting.                 

2.3.  Appointment of Auditors                                       

       AllianceBernstein believes that the company remains in the best
  position to choose the auditors and will generally support
            management's recommendation. However, we recognize that there may be
        inherent conflicts when a company's independent auditor performs
   substantial non-audit related services for the company. The
            Sarbanes-Oxley Act of 2002 prohibited certain categories of services
          by auditors to US issuers, making this issue less prevalent in the
           US. Nevertheless, in reviewing a proposed auditor, we will consider
           the fees paid for non-audit services relative to total fees as well
     as if there are other reasons to question the independence or
performance of the auditors.                            

2.4.  Changes In Legal and Capital Structure                        

            Changes in a company's charter, articles of incorporation or by-laws
  are often technical and administrative in nature. Absent a
          compelling reason to the contrary, AllianceBernstein will cast its
            votes in accordance with the company's management on such proposals.
       However, we will review and analyze on a case-by-case basis any
         non-routine proposals that are likely to affect the structure and
          operation of the company or have a material economic effect on the
    company. For example, we will generally support proposals to
            increase authorized common stock when it is necessary to implement a
       stock split, aid in a restructuring or acquisition or provide a
       sufficient number of shares for an employee savings plan, stock
      option or executive compensation plan. However, a satisfactory
            explanation of a company's intentions must be disclosed in the proxy
           statement for proposals requesting an increase of greater than 100%
         of the shares outstanding. We will oppose increases in authorized
            common stock where there is evidence that the shares will be used to
           implement a poison pill or another form of anti-takeover device. We
            will support shareholder proposals that seek to eliminate dual class
voting structures.                                      

2.5.  Corporate Restructurings, Mergers and Acquisitions            

     AllianceBernstein believes proxy votes dealing with corporate
    reorganizations are an extension of the investment decision.
            Accordingly, we will analyze such proposals on a case-by-case basis,
          weighing heavily the views of our research analysts that cover the
           company and our investment professionals managing the portfolios in
which the stock is held.                                

2.6.  Proposals Affecting Shareholder Rights                        

     AllianceBernstein believes that certain fundamental rights of
          shareholders must be protected. We will generally vote in favor of
          proposals that give shareholders a greater voice in the affairs of
            the company and oppose any measure that seeks to limit those rights.
          However, when analyzing such proposals we will weigh the financial
            impact of the proposal against the impairment of shareholder rights.

2.7.  Anti-Takeover Measures                                        

      AllianceBernstein believes that measures that impede corporate
      transactions such as takeovers or entrench management not only
  infringe on the rights of shareholders but may also have a
          detrimental effect on the value of the company. Therefore, we will
           generally oppose proposals, regardless of whether they are advanced
           by management or shareholders, the purpose or effect of which is to
    entrench management or excessively or inappropriately dilute
          shareholder ownership. Conversely, we support proposals that would
         restrict or otherwise eliminate anti-takeover or anti-shareholder
         measures that have already been adopted by corporate issuers. For
           example, we will support shareholder proposals that seek to require
        the company to submit a shareholder rights plan to a shareholder
     vote. We will evaluate, on a case-by-case basis, proposals to
       completely redeem or eliminate such plans. Furthermore, we will
           generally oppose proposals put forward by management (including the
           authorization of blank check preferred stock, classified boards and
           supermajority vote requirements) that appear to be anti-shareholder
or intended as management entrenchment mechanisms.      

2.8.  Executive Compensation                                        

  AllianceBernstein believes that company management and the
           compensation committee of the Board should, within reason, be given
           latitude to determine the types and mix of compensation and benefit
  awards offered to company employees. Whether proposed by a
       shareholder or management, we will review proposals relating to
           executive compensation plans on a case-by-case basis to ensure that
           the long-term interests of management and shareholders are properly
        aligned. In general, we will analyze the proposed plan to ensure
           that shareholder equity will not be excessively diluted taking into
          account shares available for grant under the proposed plan as well
     as other existing plans. We generally will oppose shareholder
       proposals to amend a company's by-laws to give shareholders the
       right to vote on executive compensation. We believe this by-law
            amendment is likely to put the company at a competitive disadvantage
      which, in turn, is likely to adversely affect the value of the
          company and our clients' interests. We generally will oppose plans
            that have below market value exercise prices on the date of issuance
            or permit re-pricing of underwater stock options without shareholder
     approval. Other factors such as the company's performance and
          industry practice will generally be factored into our analysis. We
    believe the Commission took appropriate steps to ensure more
          complete and transparent disclosure of executive compensation when
         it issued its modified executive compensation disclosure rules in
      2006. Therefore, while we will consider them on a case-by-case
      basis, we generally vote against shareholder proposals seeking
     additional disclosure of executive and director compensation,
   including proposals that seek to specify the measurement of
    performance-based compensation, if the company is subject to
          Commission rules. Finally, we will support requiring a shareholder
       vote on management proposals to provide severance packages that
            exceed 2.99 times the sum of an executive officer's base salary plus
         bonus that are triggered by a change in control. Finally, we will
    support shareholder proposals requiring a company to expense
           compensatory employee stock options (to the extent the jurisdiction
          in which the company operates does not already require it) because
            we view this form of compensation as a significant corporate expense
that should be appropriately accounted for.             

2.9.  Social and Corporate Responsibility                           

         AllianceBernstein will review and analyze on a case-by-case basis
           proposals relating to social, political and environmental issues to
          determine whether they will have a financial impact on shareholder
           value. We will vote against proposals that are unduly burdensome or
        result in unnecessary and excessive costs to the company. We may
          abstain from voting on social proposals that do not have a readily
determinable financial impact on shareholder value.     

3.    Proxy Voting Procedures                                                   

3.1.  Proxy Voting Committees                                       

         Our growth and value investment groups have formed separate proxy
 voting committees to establish general proxy policies for
       AllianceBernstein and consider specific proxy voting matters as
          necessary. These committees periodically review these policies and
          new types of corporate governance issues, and decide how we should
          vote on proposals not covered by these policies. When a proxy vote
         cannot be clearly decided by an application of our stated policy,
        the proxy committee will evaluate the proposal. In addition, the
            committees, in conjunction with the analyst that covers the company,
          may contact corporate management and interested shareholder groups
       and others as necessary to discuss proxy issues. Members of the
            committee include senior investment personnel and representatives of
    the Legal and Compliance Department. The committees may also
           evaluate proxies where we face a potential conflict of interest (as
            discussed below). Finally, the committees monitor adherence to these
policies.                                               

3.2.  Conflicts of Interest                                         

           AllianceBernstein recognizes that there may be a potential conflict
     of interest when we vote a proxy solicited by an issuer whose
    retirement plan we manage, or we administer, who distributes
          AllianceBernstein sponsored mutual funds, or with whom we have, or
          one of our employees has, a business or personal relationship that
         may affect (or may reasonably viewed as affecting) how we vote on
   the issuer's proxy. Similarly, AllianceBernstein may have a
            potential material conflict of interest when deciding how to vote on
          a proposal sponsored or supported by a shareholder group that is a
       client. We believe that centralized management of proxy voting,
       oversight by the proxy voting committees and adherence to these
            policies ensures that proxies are voted based solely on our clients'
       best interests. Additionally, we have implemented procedures to
           ensure that our votes are not the product of a material conflict of
         interest, including: (i) on an annual basis, the proxy committees
will take reasonable steps to evaluate (A) the nature of
    AllianceBernstein's and our employees' material business and
     personal relationships (and those of our affiliates) with any
           company whose equity securities are held in client accounts and (B)
            any client that has sponsored or has material interest in a proposal
     upon which we will be eligible to vote; (ii) requiring anyone
           involved in the decision making process to disclose to the chairman
           of the appropriate proxy committee any potential conflict that they
            are aware of (including personal relationships) and any contact that
       they have had with any interested party regarding a proxy vote;
           (iii) prohibiting employees involved in the decision making process
        or vote administration from revealing how we intend to vote on a
           proposal in order to reduce any attempted influence from interested
        parties; and (iv) where a material conflict of interests exists,
           reviewing our proposed vote by applying a series of objective tests
           and, where necessary, considering the views of third party research
          services to ensure that our voting decision is consistent with our
clients' best interests.                                

           Because under certain circumstances AllianceBernstein considers the
  recommendation of third party research services, the proxy
            committees will take reasonable steps to verify that any third party
     research service is, in fact, independent based on all of the
           relevant facts and circumstances. This includes reviewing the third
   party research service's conflict management procedures and
          ascertaining, among other things, whether the third party research
         service (i) has the capacity and competency to adequately analyze
            proxy issues; and (ii) can make such recommendations in an impartial
manner and in the best interests of our clients.        

3.3.  Proxies of Certain Non-Us Issuers                             

    Proxy voting in certain countries requires "share blocking."
            Shareholders wishing to vote their proxies must deposit their shares
            shortly before the date of the meeting with a designated depositary.
     During this blocking period, shares that will be voted at the
        meeting cannot be sold until the meeting has taken place and the
   shares are returned to the clients' custodian banks. Absent
           compelling reasons to the contrary, AllianceBernstein believes that
          the benefit to the client of exercising the vote does not outweigh
         the cost of voting (i.e. not being able to sell the shares during
   this period). Accordingly, if share blocking is required we
generally choose not to vote those shares.              

         In addition, voting proxies of issuers in non-US markets may give
  rise to a number of administrative issues that may prevent
AllianceBernstein from voting such proxies. For example,
            AllianceBernstein may receive meeting notices without enough time to
            fully consider the proxy or after the cut-off date for voting. Other
            markets require AllianceBernstein to provide local agents with power
    of attorney prior to implementing AllianceBernstein's voting
          instructions. Although it is AllianceBernstein's policy to seek to
            vote all proxies for securities held in client accounts for which we
           have proxy voting authority, in the case of non-US issuers, we vote
proxies on a best efforts basis.                        

3.4.  Loaned Securities                                             

      Many clients of AllianceBernstein have entered into securities
      lending arrangements with agent lenders to generate additional
           revenue. AllianceBernstein will not be able to vote securities that
          are on loan under these types of arrangements. However, under rare
           circumstances, for voting issues that may have a significant impact
        on the investment, we may request that clients recall securities
   that are on loan if we determine that the benefit of voting
          outweighs the costs and lost revenue to the client or fund and the
administrative burden of retrieving the securities.     

3.5.  Proxy Voting Records                                          

       You may obtain 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      
            AllianceBernstein's web site at www.AllianceBernstein.com, go to the
            Securities and Exchange Commission's web site at www.sec.gov or call
AllianceBernstein at (800) 227-4618.                    

SK 00250 0292 1084134 v2                                                        

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PART C
OTHER INFORMATION 

ITEM 28.    EXHIBITS:                                                           

     (a)   (1)   Articles of Amendment and Restatement of the Registrant dated
                  February 1, 2006 and filed February 23, 2006 - Incorporated by
                  reference to Exhibit (a)(2) to Post-Effective Amendment No. 41
                  of Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
Commission on March 1, 2006.                

       (2)   Articles of Amendment to Articles of Incorporation of the
                  Registrant, dated January 9, 2008 and filed January 15, 2008 -
                 Incorporated by reference to Exhibit (a)(2) to Post-Effective
              Amendment No. 44 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
        Securities and Exchange Commission on March 3, 2008.

       (3)   Articles of Amendment to Articles of Incorporation of the
               Registrant, dated April 28, 2008 and filed April 28, 2008 -
                 Incorporated by reference to Exhibit (a)(3) to Post-Effective
              Amendment No. 46 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
         Securities and Exchange Commission on April 28, 2008.

       (4)   Articles of Amendment to Articles of Incorporation of the
               Registrant, dated April 28, 2008 and filed April 28, 2008 -
                 Incorporated by reference to Exhibit (a)(4) to Post-Effective
              Amendment No. 46 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
         Securities and Exchange Commission on April 28, 2008.

       (5)   Articles of Amendment to Articles of Incorporation of the
                Registrant, dated September 26, 2008 and filed September 26,
         2008 - Incorporated by reference to Exhibit (a)(5) to
                Post-Effective Amendment No. 48 of Registrant's Registration
             Statement on Form N-1A (File Nos. 33-18647 and 811-5398),
                 filed with the Securities and Exchange Commission on February
26, 2009.                                   

       (6)   Articles of Amendment to Articles of Incorporation of the
             Registrant, dated March 9, 2009 and filed April 6, 2009 -
                 Incorporated by reference to Exhibit (a)(6) to Post-Effective
              Amendment No. 49 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
         Securities and Exchange Commission on April 28, 2009.

       (7)   Articles of Amendment to Articles of Incorporation of the
               Registrant, dated March 30, 2009 and filed March 31, 2009 -
                 Incorporated by reference to Exhibit (a)(7) to Post-Effective
              Amendment No. 49 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
         Securities and Exchange Commission on April 28, 2009.

       (8)   Articles of Amendment to Articles of Incorporation of the
               Registrant, dated March 30, 2009 and filed March 31, 2009 -
                 Incorporated by reference to Exhibit (a)(8) to Post-Effective
              Amendment No. 49 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
         Securities and Exchange Commission on April 28, 2009.

       (9)   Articles of Amendment to Articles of Incorporation of the
                 Registrant, dated October 2, 2009 and filed October 5, 2009 -
                 Incorporated by reference to Exhibit (a)(9) to Post-Effective
              Amendment No. 50 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
            Securities and Exchange Commission on February 25, 2010.

       (10)  Articles of Amendment to Articles of Incorporation of the
                 Registrant, dated October 2, 2009 and filed October 5, 2009 -
                  Incorporated by reference to Exhibit (a)(10) to Post-Effective
              Amendment No. 50 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
            Securities and Exchange Commission on February 25, 2010.

  (b)   Amended and Restated By-Laws of the Registrant - Incorporated by
            reference to Exhibit 99.77Q1 - Other Exhibits to Form NSAR-A for the
       Registrant filed with the Securities and Exchange Commission on
August 29, 2006.                                        

(c)   Not applicable.                                               

    (d)   (1)   Form of Investment Advisory Agreement between Registrant and
                 AllianceBernstein L.P. - Incorporated by reference to Exhibit
             (d)(1) to Post-Effective Amendment No. 40 of Registrant's
               Registration Statement on Form N-1A (File Nos. 33-18647 and
                811-5398), filed with the Securities and Exchange Commission
on April 27, 2005.                          

            (2)   Sub-Advisory Agreement between AllianceBernstein L.P. and Law,
          Dempsey & Company Limited, relating to the Global Bond
              Portfolio - Incorporated by reference to Exhibit (5)(b) to
                Post-Effective Amendment No. 22 of Registrant's Registration
             Statement on Form N-1A (File Nos. 33-18647 and 811-5398),
                  filed with the Securities and Exchange Commission on April 29,
1998.                                       

  (e)   (1)   Distribution Services Agreement between the Registrant and
         AllianceBernstein Investments, Inc. - Incorporated by
                  reference to Exhibit (6) to Post-Effective Amendment No. 22 of
               Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
Commission on April 29, 1998.               

            (2)   Class B Distribution Services Agreement between the Registrant
             and AllianceBernstein Investments, Inc. - Incorporated by
                  reference to Exhibit (e)(2) to Post-Effective Amendment No. 28
                  of Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
Commission on May 4, 1999.                  

(f)   Not applicable.                                               

      (g)         Master  Custodian  Agreement  dated August 3, 2009 between the
              Registrant  and  State  Street  Bank  and  Trust Company -
Filed herewith.                             

(h)   (1)   Transfer Agency Agreement between the Registrant and    
               AllianceBernstein Investor Services, Inc. - Incorporated by
                  reference to Exhibit (9) to Post-Effective Amendment No. 22 of
               Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
Commission on April 29, 1998.               

        (2)   Expense Limitation Undertaking by AllianceBernstein L.P. -
                 Incorporated by reference to Exhibit (h)(2) to Post-Effective
              Amendment No. 40 of Registrant's Registration Statement on
               Form N-1A (File Nos. 33-18647 and 811-5398), filed with the
         Securities and Exchange Commission on April 27, 2005.

         (3)   Form of Expense Limitation Undertaking by AllianceBernstein
                L.P. - Incorporated by reference to Post-Effective Amendment
              No. 41 of Registrant's Registration Statement on Form N-1A
                (File Nos. 33-18647 and 811-5398), filed with the Securities
and Exchange Commission on March 1, 2006.   

(i)   Opinion and Consent of Seward & Kissel LLP - Filed herewith.  

  (j)   Consent of Independent Registered Public Accounting Firm - Filed
herewith.                                               

(k)   Not applicable.                                               

(l)   Not applicable.                                               

     (m)   Rule 12b-1 Class B Distribution Plan - Incorporated by reference to
      Exhibit (m) to Post-Effective Amendment No. 28 of Registrant's
   Registration Statement on Form N-1A (File Nos. 33-18647 and
           811-5398), filed with the Securities and Exchange Commission on May
4, 1999.                                                

     (n)   Amended and Restated Rule 18f-3 Plan - Incorporated by reference to
          Exhibit (n) to Post-Effective Amendment No. 36 of the Registrant's
   Registration Statement on Form N-1A (File Nos. 33-18647 and
       811-5398), filed with the Securities and Exchange Commission on
February 11, 2004.                                      

  (p)   (1)   Code of Ethics for the Fund - Incorporated by reference to
        Exhibit (p)(1) to Post-Effective Amendment No. 31 of
               Registrant's Registration Statement on Form N-1A (File Nos.
                  33-18647 and 811-5398), filed with the Securities and Exchange
Commission on April 26, 2001.               

(2)   Code of Ethics for the AllianceBernstein L.P. and 
         AllianceBernstein Investments, Inc. - Incorporated by
                 reference to Exhibit (p)(2) to Post-Effective Amendment No. 4
     of the Registration Statement on Form N-1A of The
                  AllianceBernstein Pooling Portfolios (File Nos. 333-120487 and
                 811-21673), filed with the Securities and Exchange Commission
on December 29, 2006.                       

Other Exhibits:                                                                 

              Powers of Attorney for: John H. Dobkin, Michael J. Downey,
                  William H. Foulk, Jr., D. James Guzy, Nancy P. Jacklin, Robert
                 M. Keith, Garry L. Moody, Marshall C. Turner, Jr. and Earl D.
          Weiner - Incorporated by reference to Other Exhibit to
                Post-Effective Amendment No. 48 of Registrant's Registration
             Statement on Form N-1A (File Nos. 33-18647 and 811-5398),
                 filed with the Securities and Exchange Commission on February
26, 2009.                                   

ITEM 29.    Persons Controlled by or under Common Control with Registrant.      

None.                                                   

ITEM 30.    Indemnification.                                                    

    It is the Registrant's policy to indemnify its directors and
            officers, employees and other agents to the maximum extent permitted
       by Section 2-418 of the General Corporation Law of the State of
           Maryland and as set forth in Article EIGHTH of Registrant's Amended
     and Restated Articles of Incorporation, filed as Exhibit (a),
            Article IX of the Registrant's Amended and Restated By-Laws filed as
        Exhibit (b) and Section 9 of the Distribution Services Agreement
           filed as Exhibit (e)(1) and Class B Distribution Services Agreement
     filed as Exhibit (e)(2). The Adviser's liability for any loss
      suffered by the Registrant or its shareholders is set forth in
      Section 4 of the Advisory Agreement filed as Exhibit (d)(1) in
response to Item 28.                                    

    Article EIGHTH of the Registrant's Articles of Amendment and
Restatement of Articles of Incorporation reads as follows:          

          EIGHTH: (1) To the maximum extent that Maryland law in effect from
         time to time permits limitation of the liability of directors and
           officers of a corporation, no present or former director or officer
    of the Corporation shall be liable to the Corporation or its
stockholders for money damages.                         

       (2) The Corporation shall have the power, to the maximum extent
          permitted by Maryland law in effect from time to time, to obligate
           itself to indemnify, and to pay or reimburse reasonable expenses in
           advance of final disposition of a proceeding to, (a) any individual
            who is a present or former director or officer of the Corporation or
  (b) any individual who, while a director or officer of the
        Corporation and at the request of the Corporation, serves or has
    served as a director, officer, partner or trustee of another
     corporation, real estate investment trust, partnership, joint
          venture, trust, employee benefit plan or any other enterprise from
          and against any claim or liability to which such person may become
           subject or which such person may incur by reason of his status as a
     present or former director or officer of the Corporation. The
           Corporation shall have the power, with the approval of the Board of
     Directors, to provide such indemnification and advancement of
           expenses to a person who served a predecessor of the Corporation in
      any of the capacities described in (a) or (b) above and to any
    employee or agent of the Corporation or a predecessor of the
Corporation.                                            

         (3) The provisions of this Article EIGHTH shall be subject to the
limitations of the Investment Company Act.              

            (4) Neither the amendment nor repeal of this Article EIGHTH, nor the
      adoption or amendment of any other provision of the Charter or
       Bylaws inconsistent with this Article EIGHTH, shall apply to or
            affect in any respect the applicability of the preceding sections of
           this Article EIGHTH with respect to any act or failure to act which
occurred prior to such amendment, repeal or adoption.   

           The Advisory Agreement between the Registrant and AllianceBernstein
          L.P. provides that AllianceBernstein L.P. will not be liable under
   such agreements for any mistake of judgment or in any event
         whatsoever except for lack of good faith and that nothing therein
            shall be deemed to protect, or purport to protect, AllianceBernstein
           L.P. against any liability to Registrant or its security holders to
which it would otherwise be subject by reason of willful
            misfeasance, bad faith or gross negligence in the performance of its
    duties thereunder, or by reason of reckless disregard of its
obligations or duties thereunder.                       

      The Distribution Services Agreement between the Registrant and
     AllianceBernstein Investments, Inc. ("ABI") provides that the
          Registrant will indemnify, defend and hold ABI, and any person who
          controls it within the meaning of Section 15 of the Securities Act
          of 1933, as amended (the "Securities Act"), free and harmless from
         and against any and all claims, demands, liabilities and expenses
       which ABI or any controlling person may incur arising out of or
            based upon any alleged untrue statement of a material fact contained
            in Registrant's Registration Statement or Prospectus or Statement of
           Additional Information or arising out of, or based upon any alleged
         omission to state a material fact required to be stated in either
      thereof or necessary to make the statements in any thereof not
          misleading, provided that nothing therein shall be so construed as
          to protect ABI against any liability to Registrant or its security
           holders to which it would otherwise be subject by reason of willful
            misfeasance, bad faith or gross negligence in the performance of its
        duties, or be reason of reckless disregard of its obligations or
       duties thereunder. The foregoing summaries are qualified by the
           entire text of Registrant's Articles of Incorporation, the Advisory
           Agreement between the Registrant and AllianceBernstein L.P. and the
       Distribution Services Agreement between the Registrant and ABI.

    Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
          provisions, or otherwise, the Registrant has been advised that, in
   the opinion of the Securities and Exchange Commission, such
    indemnification is against public policy as expressed in the
            Securities Act and is, therefore, unenforceable. In the event that a
          claim for indemnification against such liabilities (other than the
   payment by the Registrant of expenses incurred or paid by a
        director, officer or controlling person of the Registrant in the
            successful defense of any action, suit or proceeding) is asserted by
           such director, officer or controlling person in connection with the
       securities being registered, the Registrant will, unless in the
         opinion of its counsel the matter has been settled by controlling
    precedent, submit to a court of appropriate jurisdiction the
        question of whether such indemnification by it is against public
         policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.                   

        In accordance with Release No. IC-11330 (September 2, 1980), the
     Registrant will indemnify its directors, officers, investment
          manager and principal underwriters only if (1) a final decision on
        the merits was issued by the court or other body before whom the
     proceeding was brought that the person to be indemnified (the
        indemnitee) was not liable by reason or willful misfeasance, bad
            faith, gross negligence or reckless disregard of the duties involved
            in the conduct of his office (disabling conduct) or (2) a reasonable
         determination is made, based upon a review of the facts, that the
            indemnitee was not liable by reason of disabling conduct, by (a) the
       vote of a majority of a quorum of the directors who are neither
           interested persons of the Registrant as defined in section 2(a)(19)
           of the Investment Company Act of 1940 nor parties to the proceeding
         (disinterested, non-party directors), or (b) an independent legal
           counsel in a written opinion. The Registrant will advance attorneys
   fees or other expenses incurred by its directors, officers,
   investment adviser or principal underwriters in defending a
          proceeding, upon the undertaking by or on behalf of the indemnitee
          to repay the advance unless it is ultimately determined that he is
           entitled to indemnification and, as a condition to the advance, (1)
            the indemnitee shall provide a security for his undertaking, (2) the
           Registrant shall be insured against losses arising by reason of any
        lawful advances, or (3) a majority of a quorum of disinterested,
      non-party directors of the Registrant, or an independent legal
           counsel in a written opinion, shall determine, based on a review of
          readily available facts (as opposed to a full trial-type inquiry),
           that there is reason to believe that the indemnitee ultimately will
be found entitled to indemnification.                   

            ARTICLE IX of the Registrant's Amended and Restated By-laws reads as
follows:                                                

ARTICLE IX. Indemnification.                            

           To the maximum extent permitted by Maryland law in effect from time
         to time, the Corporation shall indemnify and, without requiring a
preliminary determination of the ultimate entitlement to
      indemnification, shall pay or reimburse reasonable expenses in
          advance of final disposition of a proceeding to (a) any individual
         who is a present or former director or officer of the Corporation
          and who is made or threatened to be made a party to the proceeding
       by reason of his or her service in any such capacity or (b) any
          individual who, while a director or officer of the Corporation and
    at the request of the Corporation, serves or has served as a
          director, officer, partner or trustee of another corporation, real
            estate investment trust, partnership, joint venture, trust, employee
            benefit plan or other enterprise and who is made or threatened to be
         made a party to the proceeding by reason of his or her service in
        any such capacity. The Corporation may, with the approval of its
            Board of Directors or any duly authorized committee thereof, provide
            such indemnification and advance for expenses to a person who served
           a predecessor of the Corporation in any of the capacities described
           in (a) or (b) above and to any employee or agent of the Corporation
          or a predecessor of the Corporation. The termination of any claim,
           action, suit or other proceeding involving any person, by judgment,
            settlement (whether with or without court approval) or conviction or
          upon a plea of guilty or nolo contendere, or its equivalent, shall
            not create a presumption that such person did not meet the standards
            of conduct required for indemnification or payment of expenses to be
     required or permitted under Maryland law, these Bylaws or the
            Charter. Any indemnification or advance of expenses made pursuant to
            this Article shall be subject to applicable requirements of the 1940
          Act. The indemnification and payment of expenses provided in these
         Bylaws shall not be deemed exclusive of or limit in any way other
        rights to which any person seeking indemnification or payment of
           expenses may be or may become entitled under any bylaw, regulation,
insurance, agreement or otherwise.                      

          Neither the amendment nor repeal of this Article, nor the adoption
    or amendment of any other provision of the Bylaws or Charter
       inconsistent with this Article, shall apply to or affect in any
            respect the applicability of the preceding paragraph with respect to
         any act or failure to act which occurred prior to such amendment,
repeal or adoption.                                     

     The Registrant participates in a joint directors and officers
     liability insurance policy issued by the ICI Mutual Insurance
           Company. Coverage under this policy has been extended to directors,
    trustees and officers of the investment companies managed by
      AllianceBernstein L.P. Under this policy, outside trustees and
      directors are covered up to the limits specified for any claim
         against them for acts committed in their capacities as trustee or
      director. A pro rata share of the premium for this coverage is
charged to each investment company and to the Adviser.  

ITEM 31.    Business and Other Connections of Adviser.                          

    The descriptions of AllianceBernstein L.P. under the caption
        Management of the Fund in the Prospectus and in the Statement of
           Additional Information constituting Parts A and B, respectively, of
         this Registration Statement are incorporated by reference herein.

     The information as to the directors and executive officers of
AllianceBernstein Corporation, the general partner of   
          AllianceBernstein L.P., set forth in AllianceBernstein L.P.'s Form
          ADV filed with the Securities and Exchange Commission on April 21,
         1988 (File No. 801-32361) and amended through the date hereof, is
incorporated by reference herein.                       

ITEM 32.    Principal Underwriters.                                             

   (a)   ABI, is the Registrant's Principal Underwriter in connection with
        the sale of shares of the Registrant. ABI also acts as Principal
          Underwriter or Distributor for the following investment companies:

AllianceBernstein Balanced Shares, Inc.           
AllianceBernstein Blended Style Series, Inc.      
AllianceBernstein Bond Fund, Inc.                 
AllianceBernstein Cap Fund, Inc.                  
AllianceBernstein Core Opportunities Fund, Inc.   
AllianceBernstein Corporate Shares                
AllianceBernstein Diversified Yield Fund, Inc.    
AllianceBernstein Exchange Reserves               
AllianceBernstein Fixed-Income Shares, Inc.       
AllianceBernstein Global Bond Fund, Inc.          
AllianceBernstein Global Growth Fund, Inc.        
        AllianceBernstein Global Real Estate Investment Fund, Inc.
 AllianceBernstein Global Thematic Growth Fund, Inc.
AllianceBernstein Greater China '97 Fund, Inc.    
AllianceBernstein Growth and Income Fund, Inc.    
AllianceBernstein High Income Fund, Inc.          
AllianceBernstein Institutional Funds, Inc.       
              AllianceBernstein Intermediate California Municipal Portfolio(1)
               AllianceBernstein Intermediate Diversified Municipal Portfolio(1)
            AllianceBernstein Intermediate New York Municipal Portfolio(1)
AllianceBernstein International Portfolio(1)      
AllianceBernstein International Growth Fund, Inc. 
AllianceBernstein Large Cap Growth Fund, Inc.     
AllianceBernstein Municipal Income Fund, Inc.     
AllianceBernstein Municipal Income Fund II        
AllianceBernstein Short Duration Portfolio(1)     
AllianceBernstein Small/Mid Cap Growth Fund, Inc. 
      AllianceBernstein Tax-Managed International Portfolio(1)
AllianceBernstein Trust                           
AllianceBernstein Utility Income Fund, Inc.       
Sanford C. Bernstein Fund II, Inc.                
The AllianceBernstein Pooling Portfolios          
The AllianceBernstein Portfolios                  

--------                                                                        
(1)   This is a retail Portfolio of Sanford C. Bernstein Fund, Inc. which       
consists of Classes A, B and C shares.                              

                  POSITIONS AND              POSITIONS AND
                 OFFICES WITH               OFFICES WITH
NAME                         UNDERWRITER                REGISTRANT              
----                         -----------                ----------              

Directors                                                                       

Robert M. Keith              Director and President     President and Chief     
                                                 Executive Officer

Mark R. Manley               Director and Secretary                             

Officers                                                                        

Andrew L. Gangolf            Senior Vice President      Assistant Secretary     
and Assistant         
General Counsel       

Emilie D. Wrapp              Senior Vice President,     Secretary               
Assistant General     
Counsel and Assistant 
Secretary             

Christopher S. Alpaugh       Senior Vice President                              

Audie G. Apple               Senior Vice President                              

Kenneth F. Barkoff           Senior Vice President                              

Steven R. Barr               Senior Vice President                              
 and Assistant Secretary

Amy I. Belew                 Senior Vice President                              

Peter G. Callahan            Senior Vice President                              

Kevin T. Cannon              Senior Vice President                              

Russell R. Corby             Senior Vice President                              

John W. Cronin               Senior Vice President                              

Richard A. Davies            Senior Vice President                              

John C. Endahl               Senior Vice President                              

Adam E. Engelhardt           Senior Vice President                              

John Edward English          Senior Vice President                              

Edward J. Farrell            Senior Vice President                              
and Controller        

Michael Foley                Senior Vice President                              

Brian D. Gallary             Senior Vice President                              

Mark D. Gersten              Senior Vice President                              

Kenneth L. Haman             Senior Vice President                              

Joseph P. Healy              Senior Vice President                              

Mary V. Kralis Hoppe         Senior Vice President                              

Harold Hughes                Senior Vice President                              

Scott Hutton                 Senior Vice President                              

Oscar J. Isoba               Senior Vice President                              

Robert H. Joseph, Jr.        Senior Vice President                              
and Chief Financial   
Officer               

Ajai M. Kaul                 Senior Vice President                              

Georg Kyd-Rebenburg          Senior Vice President                              

Eric L. Levinson             Senior Vice President                              

James M. Liptrot             Senior Vice President                              
  and Assistant Controller

William Marsalise            Senior Vice President                              

Matthew P. Mintzer           Senior Vice President                              

Joanna D. Murray             Senior Vice President                              

Daniel A. Notto              Senior Vice President,                             
Counsel and Assistant 
Secretary             

Jeffrey A. Nye               Senior Vice President                              

John J. O'Connor             Senior Vice President                              

Suchet Padhye (Pandurang)    Senior Vice President                              

Mark A. Pletts               Senior Vice President                              

Miguel A. Rozensztroch       Senior Vice President                              

Stephen C. Scanlon           Senior Vice President                              

John P. Schmidt              Senior Vice President                              

Gregory K. Shannahan         Senior Vice President                              

Elizabeth M. Smith           Senior Vice President                              

Mark Sullivan                Senior Vice President                              

Peter J. Szabo               Senior Vice President                              

Joseph T. Tocyloski          Senior Vice President                              

Suzanne Ton                  Senior Vice President                              

Derek Yung                   Senior Vice President                              

Albert J. Angelus            Vice President                                     

Peter J. Barron              Vice President                                     

William G. Beagle            Vice President                                     

DeAnna D. Beedy              Vice President                                     

Christopher M. Berenbroick   Vice President                                     

Chris Boeker                 Vice President                                     

Brandon W. Born              Vice President                                     

Richard A. Brink             Vice President                                     

Shaun D. Bromley             Vice President                                     

Brian Buehring               Vice President                                     

Daniel W. Carey              Vice President                                     

Alice L. Chan                Vice President                                     

Laura A. Channell            Vice President                                     

Nelson Kin Hung Chow         Vice President                                     

Flora Chuang                 Vice President                                     

Peter T. Collins             Vice President                                     

Joseph D. Connell, Jr.       Vice President                                     

Michael C. Conrath           Vice President                                     

Dwight P. Cornell            Vice President                                     

Robert A. Craft              Vice President                                     

Robert J. Cruz               Vice President                                     

Silvio Cruz                  Vice President                                     

John D. Curry                Vice President                                     

Walter F. Czaicki            Vice President                                     

John M. D'Agostino           Vice President                                     

Christine M. Dehil           Vice President                                     

Giuliano De Marchi           Vice President                                     

Darren K. DeSimone           Vice President                                     

Daniel A. Dean               Vice President                                     

Ralph A. DiMeglio            Vice President                                     

Joseph T. Dominguez          Vice President                                     

Kilie A. Donahue             Vice President                                     

Bradford P. Doninger         Vice President                                     

Barbara Anne Donovan         Vice President                                     

Robert Dryzgula              Vice President                                     

Daniel Ennis                 Vice President                                     

Michael J. Eustic            Vice President                                     

Hollie G. Fagan              Vice President                                     

Matthew G. Fetchko           Vice President                                     

Michael F. Foy               Vice President                                     

Yuko Funato                  Vice President                                     

Kevin T. Gang                Vice President                                     

Mark A. Gessner              Vice President                                     

Mark C. Glatley              Vice President                                     

Roger Goncalves              Vice President                                     

Stefanie M. Gonzalez         Vice President                                     

Kimberly A. Collins Gorab    Vice President                                     

Tetsuya Hada                 Vice President                                     

Brian P. Hanna               Vice President                                     

Kenneth Handler              Vice President                                     

John G. Hansen               Vice President                                     

Terry L. Harris              Vice President                                     

Michael S. Hart              Vice President                                     

Youichi Hashimoto            Vice President                                     

Daniel R. Hemberger          Vice President                                     

Oliver Herson                Vice President                                     

Vincent Huang                Vice President                                     

Anthony D. Ialeggio          Vice President                                     

Eric S. Indovina             Vice President                                     

Kumar Jagdeo II              Vice President                                     

Tina Kao                     Vice President                                     

Julie E. (Gerstmayr) Kelly   Vice President                                     

Matthew L. Joki              Vice President                                     

Hiroshi Kimura               Vice President                                     

Joseph B. Kolman             Vice President                                     

Scott M. Krauthamer          Vice President                                     

Jeffrey J. Lamb              Vice President                                     

Christopher J. Larkin        Vice President                                     

Chang Hyun Lee               Vice President                                     

Jonathan M. Liang            Vice President                                     

Karen (Yeow Ping) Lim        Vice President                                     

Laurel E. Lindner            Vice President                                     

Edward R. Lupo               Vice President                                     

Jennifer L. Magill           Vice President                                     

Todd Mann                    Vice President                                     

Silvia Manz                  Vice President                                     

Osama Mari                   Vice President                                     

Kevin McGarry                Vice President                                     

Joseph R. McLean             Vice President                                     

Nicola Meotti                Vice President                                     

Yuji Mihashi                 Vice President                                     

Bart D. Miller               Vice President                                     

David Mitchell               Vice President                                     

Thomas F. Monnerat           Vice President                                     

Hiroyuki Morishita           Vice President                                     

Troy E. Mosconi              Vice President                                     

Paul S. Moyer                Vice President                                     

Juan Mujica                  Vice President                                     

John F. Multhauf             Vice President                                     

Robert D. Nelms              Vice President                                     

Jamie A. Nieradka            Vice President                                     

Suzanne E. Norman            Vice President                                     

John J. Onofrio              Vice President and                                 
Assistant Treasurer   

Ian J. O'Brien-Rupert        Vice President                                     

Alex E. Pady                 Vice President                                     

David D. Paich               Vice President                                     

Kimchu Perrington            Vice President                                     

Leo J. Peters IV             Vice President                                     

Thomas C. Pfeifer            Vice President                                     

Jeffrey Pietragallo          Vice President                                     

Damien J. Porras             Vice President                                     

Andrew Prescott              Vice President                                     

Joseph J. Proscia            Vice President                                     

John D. Prosperi             Vice President                                     

Carol H. Rappa               Vice President                                     

Jessie A. Reich              Vice President                                     

Heidi A. Richardson          Vice President                                     

James A. Rie                 Vice President                                     

Lauryn A. Rivello            Vice President                                     

Patricia A. Roberts          Vice President                                     

Claudio Rondolini            Vice President                                     

Craig Schorr                 Vice President                                     

Kristin M. Seabold           Vice President                                     

William D. Shockley          Vice President                                     

Praveen K. Singh             Vice President                                     

Karen Sirett                 Vice President                                     

John F. Skahan               Vice President                                     

Laurie L. Snively            Vice President                                     

Orlando Soler                Vice President                                     

Daniel L. Stack              Vice President                                     

Ben H. Stairs                Vice President                                     

Jason P. Stevens             Vice President                                     

Peter Stiefel                Vice President                                     

Sharon Su                    Vice President                                     

Kelly P. Sudafer             Vice President                                     
(aka Kelly Sudovar)                                                             

Atsuko Takeuchi              Vice President                                     

Scott M. Tatum               Vice President                                     

Christopher R. Thabet        Vice President                                     

Jay D. Tini                  Vice President                                     

William Tohme                Vice President                                     

Keri-Ann S. Toritto          Vice President                                     

Laura L. Tocchet             Vice President                                     

Louis L. Tousignant          Vice President                                     

Ming (Ming Kai) Tung         Vice President                                     

Christian G. Wilson          Vice President                                     

Stephen M. Woetzel           Vice President                                     

Chapman Tsan Man Wong        Vice President                                     

Joanna Wong (Chun-Yen)       Vice President                                     

Yoshinari Yagi               Vice President                                     

Isabelle (Hsin-I) Yen        Vice President                                     

Scott D. Zambon              Vice President                                     

Oscar Zarazua                Vice President                                     

Martin J. Zayac              Vice President                                     

Constantin L. Andreae        Assistant Vice President                           

Steven D. Barbesh            Assistant Vice President                           

Claudio Roberto Bello        Assistant Vice President                           

Roy C. Bentzen               Assistant Vice President                           

James M. Broderick           Assistant Vice President                           

Erik Carell                  Assistant Vice President                           

Helena Carvalho              Assistant Vice President                           

Naji Choueri                 Assistant Vice President                           

Daisy (Sze Kie) Chung        Assistant Vice President                           

Christine M. Crowley         Assistant Vice President                           

Jamila Dalia                 Assistant Vice President                           

Francesca Dattola            Assistant Vice President                           

Marc J. Della Pia            Assistant Vice President                           

Michael J. Ferraro           Assistant Vice President                           

Robert A. Fiorentino         Assistant Vice President                           

Jose R. Garcia               Assistant Vice President                           

Cecilia N. Gomes             Assistant Vice President                           

Friederike Grote             Assistant Vice President                           

Joseph Haag                  Assistant Vice President                           

Lia A. Horii                 Assistant Vice President                           

Brian M. Horvath             Assistant Vice President                           

Sylvia Hsu                   Assistant Vice President                           

Isabelle Husson              Assistant Vice President                           

Jang Joong Kim               Assistant Vice President                           

Junko Kimura                 Assistant Vice President                           

Amber A. Knighten            Assistant Vice President                           

Aaron S. Kravitz             Assistant Vice President                           

Stephen J. Laffey            Assistant Vice President   Assistant Secretary     
and Counsel           

Edward G. Lamsback           Assistant Vice President                           

Ginnie Li                    Assistant Vice President                           

Jim Liu                      Assistant Vice President                           

David Lyons                  Assistant Vice President                           

Mark J. Maier                Assistant Vice President                           

Matthew J. Malvey            Assistant Vice President                           

Francesco Martello           Assistant Vice President                           

Russell B. Martin            Assistant Vice President                           

David G. Mitchell            Assistant Vice President                           

Jennifer A. Mulhall          Assistant Vice President                           

William N. Parker            Assistant Vice President                           

Brian W. Paulson             Assistant Vice President                           

Steven Pavlovic              Assistant Vice President                           

Pablo Perez                  Assistant Vice President                           

Anthony W. Piccola           Assistant Vice President                           

Jared M. Piche               Assistant Vice President                           

Vinod B. Pittampalli         Assistant Vice President                           

Cameron V. Polek             Assistant Vice President                           

Mark A. Quarno               Assistant Vice President                           

Jennifer B. Robinson         Assistant Vice President                           

Jennifer R. Rolf             Assistant Vice President                           

Michael J. Shavel            Assistant Vice President                           

Chizu Soga                   Assistant Vice President                           

Chang Min Song               Assistant Vice President                           

Susanne Stallkamp            Assistant Vice President                           

Matthew M. Stebner           Assistant Vice President                           

Michiyo Tanaka               Assistant Vice President                           

Miyako Taniguchi             Assistant Vice President                           

Damaris Torres               Assistant Vice President                           

Laurence Vandecasteele       Assistant Vice President                           

Wendy Weng                   Assistant Vice President                           

Jeffrey Western              Assistant Vice President                           

William Wielgolewski         Assistant Vice President                           

Colin T. Burke               Assistant Secretary                                

(b) The following are the Directors and Officers of     
AllianceBernstein Investments, Inc., the principal place of business of which is
1345 Avenue of the Americas, New York, New York, 10105.                         

(c) Not Applicable.                                     

ITEM 33.    Location of Accounts and Records.                                   

            The accounts, books and other documents required to be maintained by
         Section 31(a) of the Investment Company Act of 1940 and the Rules
           thereunder are maintained as follows: journals, ledgers, securities
            records and other original records are maintained principally at the
      offices of AllianceBernstein Investor Services, Inc., P.O. Box
          786003, San Antonio, Texas 78278-6003, and at the offices of State
      Street Bank and Trust Company, the Registrant's custodian, One
         Lincoln Street, Boston, Massachusetts 02111. All other records so
  required to be maintained are maintained at the offices of
          AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New
York 10105.                                             

ITEM 34.    Management Services.                                                

Not Applicable.                                         

ITEM 35.    Undertakings.                                                       

Not Applicable.                                         

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as
amended and the Investment Company Act of 1940, as amended, the Registrant      
certifies that it meets all of the requirements for effectiveness to this       
amendment to its Registration Statement pursuant to Rule 485(b) under the       
Securities Act of 1933 and has duly caused this Amendment to the Registration   
Statement to be signed on its behalf by the undersigned, duly authorized, in the
City of New York and State of New York, on the 29th day of April, 2010.         

                     ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

                     By:  Robert M. Keith*
                          ----------------
                         Robert M. Keith
                   President

      Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to the Registration Statement has been signed below by  
the following persons in the capacities and on the date indicated:              

SIGNATURE                       TITLE                       DATE    
---------                       -----                       ----    

1.    Principal Executive Officer                                               

           Robert M. Keith*           President and Chief         April 29, 2010
---------------            Executive Officer              
Robert M. Keith                                           

2.    Principal Financial and                                                   
Accounting Officer                                                  

      /s/ Joseph  J. Mantineo         Treasurer and               April 29, 2010
-----------------------         Chief Financial                     
Joseph J. Mantineo          Officer                         

3.    All of the Directors:                                                     

John H. Dobkin*                                                     
Michael Downey*                                                     
William H. Foulk, Jr.*                                              
D. James Guzy*                                                      
Nancy P. Jacklin*                                                   
Garry L. Moody*                                                     
Marshall C. Turner, Jr.*                                            
Earl D. Weiner*                                                     

      *By: /s/ Andrew L. Gangolf                                  April 29, 2010
---------------------                                     
Andrew L. Gangolf                                 
(Attorney-in-fact)                                

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INDEX TO EXHIBITS 
----------------- 

Exhibit No.       Description of Exhibits                                       
-----------       -----------------------                                       

(g)               Master Custodian Agreement                                    

(i)               Opinion and Consent of Seward & Kissel LLP                    

(j)               Consent of Independent Registered Public Accounting Firm      

SK 00250 0292 1088162