N-CSRS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

Alliance Bernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: December 31, 2013

Date of reporting period: June 30, 2013

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account  Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,052.80	$	3.31		0.65	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.57	$	3.26		0.65	%
Class B
Actual	$	1,000	$	1,051.60	$	4.58		0.90	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.33	$	4.51		0.90	%

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

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	38,530,609		6.9	%
Federal National Mortgage Association		36,666,909		6.6
Exxon Mobil Corp.		6,351,605		1.1
Biogen Idec, Inc.		4,891,065		0.9
Federal Farm Credit Banks		4,719,795		0.8
Bank of America Corp.		4,438,006		0.8
Google, Inc.—Class A		4,366,635		0.8
Pfizer, Inc.		4,288,331		0.8
JPMorgan Chase & Co.		4,273,910		0.8
Citigroup, Inc.		4,236,258		0.8
	$	112,763,123		20.3	%

SECURITY TYPE BREAKDOWN^**

June 30, 2013 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	349,976,995		60.4	%
Corporates—Investment Grades		50,028,272		8.6
Governments—Treasuries		38,530,609		6.6
Mortgage Pass-Throughs		36,375,745		6.3
Asset-Backed Securities		24,815,124		4.3
Commercial Mortgage-Backed Securities		17,919,037		3.1
Agencies		11,547,949		2.0
Corporates—Non-Investment Grades		3,081,590		0.5
Collateralized Mortgage Obligations		2,612,035		0.5
Quasi-Sovereigns		2,002,245		0.3
Governments-Sovereign Bonds		1,029,028		0.2
Emerging Markets—Corporate Bonds		668,525		0.1
Other***		735,891		0.1
Short-Term Investments		40,434,271		7.0
Total Investments	$	579,757,316		100.0	%

* Long-term investments.

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

*** “Other” represents less than 0.1% weightings in the following security types: Local Governments—Municipal Bonds, Preferred  Stocks, Warrants and Rights.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–63.1%
FINANCIALS–10.9%
CAPITAL MARKETS–1.3%
Affiliated Managers Group, Inc.(a)		10,770	$	1,765,634
BlackRock, Inc.–Class A		3,640		934,934
Credit Suisse Group AG(a)		13,530		358,194
Deutsche Bank AG (REG)		10,256		430,063
Goldman Sachs Group, Inc. (The)		6,100		922,625
Macquarie Group Ltd.		18,157		692,524
State Street Corp.		6,600		430,386
UBS AG(a)		99,732		1,692,833
				7,227,193
COMMERCIAL BANKS–2.3%
Australia & New Zealand Banking Group Ltd.		11,760		305,282
Banco do Brasil SA		34,000		336,899
Bank Hapoalim BM(a)		36,650		165,401
Barclays PLC		84,770		361,013
BNP Paribas SA		2,900		158,760
China Construction Bank Corp.–Class H		196,000		137,733
CIT Group, Inc.(a)		41,200		1,921,156
Fifth Third Bancorp		13,200		238,260
HSBC Holdings PLC		87,740		908,297
KB Financial Group, Inc.		11,345		336,466
KeyCorp		15,100		166,704
Lloyds Banking Group PLC(a)		236,040		226,672
Mitsubishi UFJ Financial Group, Inc.		140,400		867,092
Mizuho Financial Group, Inc.		76,200		158,244
National Australia Bank Ltd.		22,210		600,779
Regions Financial Corp.		20,700		197,271
Sberbank of Russia (Sponsored ADR)		23,279		267,243
Societe Generale SA		17,682		608,534
Sumitomo Mitsui Financial Group, Inc.		10,500		480,617
SunTrust Banks, Inc.		7,700		243,089
US Bancorp		15,800		571,170
Wells Fargo & Co.		79,800		3,293,346
				12,550,028
CONSUMER FINANCE–0.7%
Capital One Financial Corp.		35,000		2,198,350
Discover Financial Services		30,000		1,429,200
Muthoot Finance Ltd.		63,481		108,416
Shriram Transport Finance Co., Ltd.		20,915		251,051
				3,987,017
DIVERSIFIED FINANCIAL SERVICES–2.7%
Bank of America Corp.		227,100		2,920,506
Citigroup, Inc.		60,200		2,887,794
IG Group Holdings PLC		71,294		629,585
ING Groep NV(a)		84,340		770,790
IntercontinentalExchange, Inc.(a)		22,383		3,978,802
JPMorgan Chase & Co.		62,500	$	3,299,375
ORIX Corp.		39,000		532,222
				15,019,074
INSURANCE–3.0%
Admiral Group PLC		54,040		1,088,579
Aegon NV		51,769		347,321
AIA Group Ltd.		303,600		1,279,066
Allianz SE		1,740		253,972
American International Group, Inc.(a)		34,900		1,560,030
Aviva PLC		50,440		259,975
BB Seguridade Participacoes SA(a)		41,200		324,231
Berkshire Hathaway, Inc.(a)		7,600		850,592
Brown & Brown, Inc.		13,200		425,568
Chubb Corp. (The)		16,500		1,396,725
Everest Re Group Ltd.		7,600		974,776
Fidelity National Financial, Inc.–Class A		30,600		728,586
Genworth Financial, Inc.–Class A(a)		60,300		688,023
Lancashire Holdings Ltd.		50,040		603,471
MetLife, Inc.		3,300		151,008
Muenchener Rueckversicherungs AG		1,280		235,152
PartnerRe Ltd.		13,700		1,240,672
Progressive Corp. (The)		8,100		205,902
Prudential PLC		67,600		1,103,419
Reinsurance Group of America, Inc.–Class A		10,900		753,299
Suncorp Group Ltd.		31,250		339,409
Torchmark Corp.		8,100		527,634
Travelers Cos., Inc. (The)		6,300		503,496
XL Group PLC		21,500		651,880
				16,492,786
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.2%
Westfield Group		113,150		1,185,091
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.6%
Aeon Mall Co., Ltd.		21,700		538,333
Daito Trust Construction Co., Ltd.		5,000		471,099
Hang Lung Group Ltd.		8,000		42,853
Mitsui Fudosan Co., Ltd.		53,100		1,561,141
Supalai PCL (NVDR)		52,500		29,800
Wharf Holdings Ltd.		117,000		977,279
				3,620,505
THRIFTS & MORTGAGE FINANCE–0.1%
Housing Development Finance Corp.		37,850		549,582
				60,631,276

3

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

Company	Shares		U.S. $ Value
CONSUMER DISCRETIONARY–10.1%
AUTO COMPONENTS–0.8%
Cie Generale des Etablissements Michelin–Class B		7,380	$	659,889
GKN PLC		94,750		433,708
Lear Corp.		11,300		683,198
Magna International, Inc. (New York)–Class A		12,200		868,884
Nokian Renkaat Oyj		4,900		199,387
TRW Automotive Holdings Corp.(a)		13,900		923,516
Valeo SA(b)		7,020		440,498
				4,209,080
AUTOMOBILES–1.3%
Bayerische Motoren Werke AG		3,590		313,322
Ford Motor Co.		110,700		1,712,529
Harley-Davidson, Inc.		18,131		993,941
Honda Motor Co., Ltd.		14,700		546,097
Kia Motors Corp.		6,710		362,355
Mazda Motor Corp.(a)		93,000		367,670
Nissan Motor Co., Ltd.		43,400		434,981
Renault SA		2,840		191,295
Toyota Motor Corp.		31,800		1,918,106
Volkswagen AG (Preference Shares)		2,770		559,495
				7,399,791
DIVERSIFIED CONSUMER SERVICES–0.2%
Estacio Participacoes SA		69,900		505,607
Kroton Educacional SA		21,100		292,101
				797,708
HOTELS, RESTAURANTS & LEISURE–1.2%
Autogrill SpA(a)		13,790		191,402
Chipotle Mexican Grill, Inc.–Class A(a)		1,950		710,483
Galaxy Entertainment Group Ltd.(a)		90,000		435,443
Melco Crown Entertainment Ltd. (ADR)(a)		12,520		279,947
Melco International Development Ltd.		163,000		306,678
Sands China Ltd.		148,000		695,399
SeaWorld Entertainment, Inc.		12,059		423,271
Sodexo		17,559		1,462,762
Starbucks Corp.		26,960		1,765,610
Whitbread PLC		8,620		400,999
				6,671,994
HOUSEHOLD DURABLES–0.5%
Brookfield Residential Properties, Inc.(a)		22,431		494,828
PulteGroup, Inc.(a)		88,490		1,678,655
Sekisui Chemical Co., Ltd.		12,000		127,422
Sony Corp.		17,800		376,046
Taylor Wimpey PLC		134,582	$	196,087
				2,873,038
INTERNET & CATALOG RETAIL–1.2%
Amazon.com, Inc.(a)		11,090		3,079,582
priceline.com, Inc.(a)		4,080		3,374,691
				6,454,273
MEDIA–2.7%
Comcast Corp.–Class A		68,460		2,867,105
Gannett Co., Inc.		16,200		396,252
Liberty Global PLC(a)		5,886		436,035
Liberty Global PLC–Series C(a)		10,000		678,900
Liberty Media Corp.(a)		10,290		1,304,360
Naspers Ltd.		13,150		970,623
News Corp.–Class A		41,800		1,362,680
Regal Entertainment Group–Class A		42,220		755,738
Time Warner Cable, Inc.–Class A		8,500		956,080
Time Warner, Inc.		12,700		734,314
Viacom, Inc.–Class B		21,500		1,463,075
Walt Disney Co. (The)		48,492		3,062,270
				14,987,432
MULTILINE RETAIL–0.3%
Macy’s, Inc.		32,700		1,569,600
Myer Holdings Ltd.(b)		74,920		162,750
				1,732,350
SPECIALTY RETAIL–1.1%
GameStop Corp.–Class A		21,600		907,848
Home Depot, Inc. (The)		3,100		240,157
Kingfisher PLC		37,890		197,551
Lowe’s Cos., Inc.		21,100		862,990
Nitori Holdings Co., Ltd.		7,250		583,691
O’Reilly Automotive, Inc.(a)		7,320		824,378
Shimamura Co., Ltd.		2,200		267,063
Staples, Inc.		9,100		144,326
TJX Cos., Inc.		34,500		1,727,070
Yamada Denki Co., Ltd.(b)		12,490		505,711
				6,260,785
TEXTILES, APPAREL & LUXURY GOODS–0.8%
Cie Financiere Richemont SA		18,960		1,672,049
Hugo Boss AG		1,490		163,839
Li & Fung Ltd.		690,000		938,698
LVMH Moet Hennessy Louis Vuitton SA		2,446		397,119
Samsonite International SA		157,500		378,683
VF Corp.		4,730		913,174
				4,463,562
				55,850,013

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
HEALTH CARE–7.3%
BIOTECHNOLOGY–2.1%
Actelion Ltd.(a)		11,380	$	685,505
Biogen Idec, Inc.(a)		22,728		4,891,065
Celgene Corp.(a)		20,890		2,442,250
Gilead Sciences, Inc.(a)		34,690		1,776,475
Quintiles Transnational Holdings, Inc.(a)		22,700		966,112
Vertex Pharmaceuticals, Inc.(a)		9,700		774,739
				11,536,146
HEALTH CARE EQUIPMENT & SUPPLIES–0.8%
Intuitive Surgical, Inc.(a)		5,750		2,912,835
Medtronic, Inc.		26,300		1,353,661
				4,266,496
HEALTH CARE PROVIDERS & SERVICES–1.3%
Aetna, Inc.		19,900		1,264,446
Health Net, Inc./CA(a)		15,100		480,482
McKesson Corp.		7,150		818,675
UnitedHealth Group, Inc.		41,911		2,744,332
WellPoint, Inc.		24,900		2,037,816
				7,345,751
LIFE SCIENCES TOOLS & SERVICES–0.4%
Eurofins Scientific(a)		4,904		1,034,855
Illumina, Inc.(a)		12,362		925,172
Mettler-Toledo International, Inc.(a)		2,010		404,412
				2,364,439
PHARMACEUTICALS–2.7%
Allergan, Inc./United States		29,883		2,517,344
GlaxoSmithKline PLC		53,360		1,333,798
Johnson & Johnson		22,600		1,940,436
Merck & Co., Inc.		41,200		1,913,740
Novartis AG		11,434		809,877
Pfizer, Inc.		153,100		4,288,331
Roche Holding AG		4,810		1,193,828
Roche Holding AG (Sponsored ADR)		12,800		791,872
Teva Pharmaceutical Industries Ltd.		4,060		158,899
				14,948,125
				40,460,957
INFORMATION TECHNOLOGY–7.3%
COMMUNICATIONS EQUIPMENT–0.3%
Telefonaktiebolaget LM Ericsson–Class B		14,118		160,096
QUALCOMM, Inc.		15,865		969,034
Harris Corp.		12,100		595,925
				1,725,055
COMPUTERS & PERIPHERALS–1.3%
Apple, Inc.		10,230	$	4,051,898
Hewlett-Packard Co.		93,800		2,326,240
Fujitsu Ltd.		105,000		434,384
Toshiba Corp.		73,000		349,931
				7,162,453
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.2%
LG Display Co., Ltd.(a)		16,600		396,073
Amphenol Corp.–Class A		10,210		795,768
				1,191,841
INTERNET SOFTWARE & SERVICES–2.0%
Google, Inc.–Class A(a)		4,960		4,366,635
Tencent Holdings Ltd.		6,500		253,807
Baidu, Inc. (Sponsored ADR)(a)(b)		4,910		464,142
LinkedIn Corp.(a)		8,090		1,442,447
eBay, Inc.(a)		46,703		2,415,479
Facebook, Inc.(a)		74,840		1,860,523
				10,803,033
IT SERVICES–1.2%
Amdocs Ltd.		11,200		415,408
Visa, Inc.–Class A		10,410		1,902,427
Cognizant Technology Solutions Corp.–Class A(a)		66,680		4,174,835
				6,492,670
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.9%
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		46,730		856,094
Micron Technology, Inc.(a)		39,000		558,870
SK Hynix, Inc.(a)		15,200		412,568
Samsung Electronics Co., Ltd.		510		596,100
Samsung Electronics Co., Ltd. (Preference Shares)		710		547,536
Sumco Corp.		28,800		315,471
Applied Materials, Inc.		94,300		1,406,013
Tokyo Electron Ltd.		5,500		278,077
				4,970,729
SOFTWARE–1.4%
Dassault Systemes SA		1,010		123,449
SAP AG		10,404		759,731
Symantec Corp.		37,900		851,613
Nintendo Co., Ltd.		1,800		211,930
Citrix Systems, Inc.(a)		37,640		2,270,821
CA, Inc.		6,100		174,643
ANSYS, Inc.(a)		22,705		1,659,736

5

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

Company	Shares		U.S. $ Value
Red Hat, Inc.(a)		12,090	$	578,144
Electronic Arts, Inc.(a)		41,700		957,849
SolarWinds, Inc.(a)		8,102		314,439
				7,902,355
				40,248,136
INDUSTRIALS–7.1%
AEROSPACE & DEFENSE–1.7%
Boeing Co. (The)		38,100		3,902,964
European Aeronautic Defence and Space Co. NV		11,550		617,933
Northrop Grumman Corp.		4,100		339,480
Precision Castparts Corp.		17,144		3,874,716
Safran SA		7,290		380,585
Zodiac Aerospace		3,140		415,773
				9,531,451
AIRLINES–0.4%
Delta Air Lines, Inc.(a)		61,100		1,143,181
Japan Airlines Co., Ltd.		6,900		355,217
Qantas Airways Ltd.(a)		211,450		259,721
Turk Hava Yollari		44,677		173,582
				1,931,701
BUILDING PRODUCTS–0.2%
Asahi Glass Co., Ltd.(b)		39,000		252,790
LIXIL Group Corp.		11,000		267,858
Masco Corp.		24,851		484,346
				1,004,994
COMMERCIAL SERVICES & SUPPLIES–0.2%
Aggreko PLC		5,890		147,217
Edenred		10,589		324,232
Stericycle, Inc.(a)		8,179		903,207
				1,374,656
ELECTRICAL EQUIPMENT–0.5%
AMETEK, Inc.		17,612		744,988
Roper Industries, Inc.		6,740		837,243
Sensata Technologies Holding NV(a)		21,380		746,162
Sumitomo Electric Industries Ltd.		56,700		674,959
				3,003,352
INDUSTRIAL CONGLOMERATES–1.1%
Danaher Corp.		39,689		2,512,314
General Electric Co.		135,000		3,130,650
Siemens AG		2,900		293,664
				5,936,628
INDUSTRIAL WAREHOUSE DISTRIBUTION–0.9%
Daiwa House REIT Investment Corp.		25		179,797
Global Logistic Properties Ltd.		771,000		1,667,726
GLP J-Reit		289		282,298
Granite Real Estate Investment(a)		13,250		457,788
Hopewell Holdings Ltd.		74,000	$	245,127
Mapletree Logistics Trust		351,000		304,212
Nippon Prologis REIT, Inc.		25		216,931
ProLogis, Inc.		21,043		793,742
STAG Industrial, Inc.		29,590		590,320
				4,737,941
MACHINERY–0.7%
FANUC Corp.		3,200		463,126
Flowserve Corp.		11,607		626,894
IHI Corp.		32,000		121,073
Illinois Tool Works, Inc.		17,900		1,238,143
Komatsu Ltd.		29,700		684,048
Parker Hannifin Corp.		1,900		181,260
Timken Co.		6,000		337,680
				3,652,224
MIXED OFFICE INDUSTRIAL–0.0%
Goodman Group		36,620		162,811
PROFESSIONAL SERVICES–1.1%
Bureau Veritas SA		56,362		1,459,514
Capita PLC		125,656		1,847,017
Intertek Group PLC		39,562		1,758,593
SGS SA		372		798,655
				5,863,779
ROAD & RAIL–0.0%
Tokyu Corp.		25,000		163,694
TRADING COMPANIES & DISTRIBUTORS–0.3%
Mitsubishi Corp.		18,000		307,506
WW Grainger, Inc.		6,000		1,513,080
				1,820,586
				39,183,817
ENERGY–4.7%
ENERGY EQUIPMENT & SERVICES–1.5%
Aker Solutions ASA		24,480		334,201
AMEC PLC		30,398		464,913
Diamond Offshore Drilling, Inc.		12,200		839,238
Halliburton Co.		21,500		896,980
Helix Energy Solutions Group, Inc.(a)		21,800		502,272
Nabors Industries Ltd.		37,400		572,594
National Oilwell Varco, Inc.		9,210		634,569
Oceaneering International, Inc.		13,632		984,231
Schlumberger Ltd.		30,344		2,174,451
Seadrill Ltd.		9,210		370,945
Technip SA		5,555		564,567
				8,338,961
OIL, GAS & CONSUMABLE FUELS–3.2%
Chevron Corp.		22,900		2,709,986
ENI SpA		34,740		713,003
EOG Resources, Inc.		6,111		804,696

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Exxon Mobil Corp.		70,300	$	6,351,605
Gazprom OAO (Sponsored ADR)		43,510		285,861
HollyFrontier Corp.		2,700		115,506
JX Holdings, Inc.		57,100		275,702
Marathon Petroleum Corp.		19,700		1,399,882
Noble Energy, Inc.		22,202		1,333,008
Petroleo Brasileiro SA (Sponsored ADR)		17,860		261,828
Phillips 66		8,300		488,953
Royal Dutch Shell PLC (ADR)		13,000		829,400
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		18,375		587,151
Valero Energy Corp.		39,100		1,359,507
				17,516,088
				25,855,049
CONSUMER STAPLES–4.1%
BEVERAGES–0.2%
Anheuser-Busch InBev NV		6,160		554,604
Asahi Group Holdings Ltd.		14,500		359,190
Coca-Cola Enterprises, Inc.		4,000		140,640
				1,054,434
FOOD & STAPLES RETAILING–1.3%
Costco Wholesale Corp.		16,900		1,868,633
CVS Caremark Corp.		6,400		365,952
Jeronimo Martins SGPS SA		37,165		783,309
Koninklijke Ahold NV		36,660		545,242
Kroger Co. (The)		48,300		1,668,282
Olam International Ltd.		818,412		1,053,439
Sugi Holdings Co., Ltd.(b)		7,400		281,458
Tesco PLC		57,580		289,962
Tsuruha Holdings, Inc.		1,400		132,330
Wesfarmers Ltd.		3,750		135,698
WM Morrison Supermarkets PLC		77,970		310,355
				7,434,660
FOOD PRODUCTS–0.4%
Danone SA		2,920		219,783
Hershey Co. (The)		19,810		1,768,637
Nestle SA		4,650		305,135
				2,293,555
HOUSEHOLD PRODUCTS–0.5%
Henkel AG & Co. KGaA		13,681		1,071,495
LG Household & Health Care Ltd.		650		316,612
Procter & Gamble Co. (The)		12,200		939,278
Reckitt Benckiser Group PLC		2,690		190,281
				2,517,666
PERSONAL PRODUCTS–0.2%
Estee Lauder Cos., Inc. (The)–Class A		12,880		847,118
TOBACCO–1.5%
British American Tobacco PLC		43,889		2,251,046
Imperial Tobacco Group PLC		15,610		541,271
Japan Tobacco, Inc.		67,500		2,382,583
Philip Morris International, Inc.		37,765	$	3,271,204
				8,446,104
				22,593,537
EQUITY:OTHER–3.4%
DIVERSIFIED/SPECIALTY–2.5%
Armada Hoffler Properties, Inc.		26,112		307,599
British Land Co. PLC		63,044		543,098
Buzzi Unicem SpA		15,980		239,695
Chambers Street Properties		6,142		61,420
Cheung Kong Holdings Ltd.		18,000		242,720
Cofinimmo		1,910		208,903
Country Garden Holdings Co., Ltd.		632,000		326,005
CyrusOne, Inc.		23,274		482,703
Dexus Property Group		479,220		467,335
Digital Realty Trust, Inc.(b)		6,270		382,470
Duke Realty Corp.		32,770		510,884
Dundee Real Estate Investment Trust		10,136		314,575
Evergrande Real Estate Group Ltd.(a)(b)		904,000		333,642
Fibra Uno Administracion SA de CV		113,690		381,761
Hang Lung Properties Ltd.		313,000		1,084,178
Henderson Land Development Co., Ltd.		26,400		157,294
ICADE		5,449		449,475
Land Securities Group PLC		15,731		211,279
LPN Development PCL		230,700		179,264
Mapletree Commercial Trust		291,000		271,198
Mexico Real Estate Management SA de CV(a)		279,540		604,063
Mitsubishi Estate Co., Ltd.		61,000		1,624,057
New World Development Co., Ltd.		582,958		799,248
Sumitomo Realty & Development Co., Ltd.		23,000		916,643
Sun Hung Kai Properties Ltd.		73,708		946,561
Supalai PCL		336,700		192,152
Telecity Group PLC		52,488		808,843
UOL Group Ltd.		78,516		415,067
Vornado Realty Trust		4,920		407,622
Wheelock & Co., Ltd.		46,000		228,921
				14,098,675
HEALTH CARE–0.9%
Chartwell Retirement Residences		26,140		243,827
HCP, Inc.		17,290		785,658
Health Care REIT, Inc.		8,300		556,349
LTC Properties, Inc.		14,400		562,320
Medical Properties Trust, Inc.		40,275		576,738
Omega Healthcare Investors, Inc.		19,850		615,747
Sabra Health Care REIT, Inc.		11,990		313,059
Senior Housing Properties Trust		17,310		448,848
Ventas, Inc.		10,330		717,522
				4,820,068

7

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

Company	Shares		U.S. $ Value
TRIPLE NET–0.0%
Realty Income Corp.		3,330	$	139,594
				19,058,337
MATERIALS–2.2%
CHEMICALS–1.4%
Arkema SA		3,693		338,520
Axiall Corp.		19,700		838,826
BASF SE		1,730		154,305
Denki Kagaku Kogyo KK		30,000		108,596
Essentra PLC		80,384		859,578
Huntsman Corp.		51,100		846,216
Incitec Pivot Ltd.		90,431		235,451
Koninklijke DSM NV		5,618		366,256
LyondellBasell Industries NV–Class A		22,300		1,477,598
Monsanto Co.		22,529		2,225,865
Nippon Shokubai Co., Ltd.		4,000		40,915
Teijin Ltd.		67,000		146,762
Ube Industries Ltd./Japan		41,000		75,853
				7,714,741
CONSTRUCTION MATERIALS–0.1%
Boral Ltd.		57,750		220,971
Holcim Ltd.(a)		3,026		210,629
Taiheiyo Cement Corp.		87,000		277,634
				709,234
CONTAINERS & PACKAGING–0.2%
Rock Tenn Co.		9,700		968,836
METALS & MINING–0.5%
Anglo American PLC		12,350		237,992
BHP Billiton PLC		26,390		672,888
Dowa Holdings Co., Ltd.		22,000		196,589
Glencore Xstrata PLC		37,911		156,932
KGHM Polska Miedz SA		5,300		192,760
MMC Norilsk Nickel OJSC (ADR)		33,220		478,700
Rio Tinto PLC		13,250		538,864
Vale SA (Sponsored ADR) (Local Preference Shares)		29,640		360,422
				2,835,147
				12,227,958
RETAIL–1.4%
REGIONAL MALL–0.7%
General Growth Properties, Inc.		37,300		741,151
Glimcher Realty Trust		21,349		233,131
Macerich Co. (The)		2,820		171,935
Pennsylvania Real Estate Investment Trust		27,410		517,501
Simon Property Group, Inc.		12,276		1,938,626
				3,602,344
SHOPPING CENTER/OTHER RETAIL–0.7%
Corio NV		5,773		229,755
DDR Corp.		12,490		207,959
Fukuoka REIT Co.		19	$	150,695
Japan Retail Fund Investment Corp.		149		311,283
Kimco Realty Corp.		9,030		193,513
Klepierre		10,463		412,340
Link REIT (The)		68,268		335,477
RioCan Real Estate Investment Trust (Toronto)		4,973		119,490
Unibail-Rodamco SE		5,389		1,255,125
Vastned		5,730		234,972
Westfield Retail Trust		217,950		616,382
				4,066,991
				7,669,335
RESIDENTIAL–1.3%
MULTI-FAMILY–1.0%
Associated Estates Realty Corp.		31,540		507,163
AvalonBay Communities, Inc.		2,200		296,802
Berkeley Group Holdings PLC		6,980		226,092
China Overseas Land & Investment Ltd.		198,000		512,950
China Vanke Co., Ltd.–Class B		132,960		236,259
Equity Residential		6,960		404,098
LEG Immobilien AG(a)		10,329		537,789
Mid-America Apartment Communities, Inc.		9,160		620,773
Mirvac Group		131,633		192,710
Persimmon PLC(a)		13,630		244,671
Rossi Residencial SA(a)		178,840		235,637
Stockland		274,529		873,514
Sun Communities, Inc.		11,310		562,786
Wing Tai Holdings Ltd.		168,000		270,828
				5,722,072
SELF STORAGE–0.2%
Extra Space Storage, Inc.		15,190		636,917
Public Storage		4,300		659,319
				1,296,236
SINGLE FAMILY–0.1%
Ply Gem Holdings, Inc.(a)		11,318		227,039
				7,245,347
UTILITIES–1.1%
ELECTRIC UTILITIES–0.6%
American Electric Power Co., Inc.		14,100		631,398
Edison International		20,600		992,096
EDP–Energias de Portugal SA		104,430		336,866
Electricite de France SA		14,720		341,601
NV Energy, Inc.		56,200		1,318,452
				3,620,413
GAS UTILITIES–0.1%
Atmos Energy Corp.		17,100		702,126
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.1%
APR Energy PLC		34,588		528,696

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MULTI-UTILITIES–0.3%
CenterPoint Energy, Inc.		28,600	$	671,814
Centrica PLC		60,160		329,058
DTE Energy Co.		2,500		167,525
National Grid PLC		31,870		361,266
				1,529,663
				6,380,898
TELECOMMUNICATION SERVICES–1.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.6%
AT&T, Inc.		53,900		1,908,060
Nippon Telegraph & Telephone Corp.		17,200		896,479
TDC A/S		41,761		338,455
Telenor ASA		11,440		227,233
Vivendi SA		16,994		322,063
				3,692,290
WIRELESS TELECOMMUNICATION SERVICES–0.4%
NTT DoCoMo, Inc.		168		261,358
Vodafone Group PLC		272,253		780,189
Vodafone Group PLC (Sponsored ADR)		38,400		1,103,616
				2,145,163
				5,837,453
OFFICE–0.8%
OFFICE–0.8%
Allied Properties Real Estate Investment Trust		11,906		362,376
Boston Properties, Inc.		1,974		208,198
Brandywine Realty Trust		9,450		127,764
CapitaCommercial Trust		290,000		334,545
Cominar Real Estate Investment Trust		19,103		378,536
Corporate Office Properties Trust		4,841		123,445
Hongkong Land Holdings Ltd.		27,000		184,867
Investa Office Fund		123,270		327,517
Japan Excellent, Inc.(b)		42		236,482
Japan Real Estate Investment Corp.		35		390,976
Kenedix Realty Investment Corp.–Class A(b)		79		314,481
Mack-Cali Realty Corp.		13,910		340,656
Nippon Building Fund, Inc.(b)		17		196,886
Orix JREIT, Inc.		304		346,983
Parkway Properties, Inc./MD		30,638		513,493
				4,387,205
LODGING–0.4%
LODGING–0.4%
Ashford Hospitality Trust, Inc.		44,830		513,303
Great Eagle Holdings Ltd.		71,113		270,531
InterContinental Hotels Group PLC		12,391	$	340,532
Pebblebrook Hotel Trust		11,860		306,581
RLJ Lodging Trust		27,320		614,427
Strategic Hotels & Resorts, Inc.(a)		34,120		302,303
				2,347,677
Total Common Stocks (cost $290,794,182)				349,976,995

	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–9.0%
INDUSTRIAL–4.3%
BASIC–0.6%
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		U.S.$	189	176,695
Basell Finance Co. BV 8.10%, 3/15/27(c)			145	183,547
Cia Minera Milpo SAA 4.625%, 3/28/23(c)			240	217,568
Dow Chemical Co. (The)
4.125%, 11/15/21			165	168,735
4.375%, 11/15/42			183	161,965
8.55%, 5/15/19			253	322,797
Gerdau Trade, Inc.
4.75%, 4/15/23(c)			395	362,038
5.75%, 1/30/21(c)			101	99,485
Glencore Funding LLC 2.50%, 1/15/19(c)			520	470,449
International Paper Co. 7.95%, 6/15/18			55	67,343
LyondellBasell Industries NV 5.75%, 4/15/24			435	478,355
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(c)			237	217,242
Vale SA 5.625%, 9/11/42			480	418,748
				3,344,967
CAPITAL GOODS–0.2%
Embraer SA 5.15%, 6/15/22			130	130,325
Odebrecht Finance Ltd. 5.125%, 6/26/22(c)			200	196,000
Owens Corning 6.50%, 12/01/16(d)			178	198,699
Republic Services, Inc.
3.80%, 5/15/18			17	17,956
5.25%, 11/15/21			165	181,156
5.50%, 9/15/19			233	263,712
				987,848

9

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

Company		Principal Amount (000)		U.S. $ Value
COMMUNICATIONS– MEDIA–0.8%
CBS Corp.
5.75%, 4/15/20	U.S.$		250	$	283,365
8.875%, 5/15/19			190		244,861
Comcast Corp. 5.15%, 3/01/20			451		515,622
DirecTV Holdings LLC/DirecTV Financing Co., Inc.
3.80%, 3/15/22			215		206,527
4.60%, 2/15/21			255		264,471
4.75%, 10/01/14			155		162,204
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(c)(e)			221		227,078
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(c)			233		233,000
News America, Inc. 6.15%, 3/01/37–2/15/41			352		385,093
Omnicom Group, Inc. 3.625%, 5/01/22			165		159,139
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			435		541,484
Time Warner Cable, Inc.
5.00%, 2/01/20			157		163,889
7.50%, 4/01/14			145		152,078
Time Warner Entertainment Co. LP 8.375%, 3/15/23			311		387,375
WPP Finance 2010 4.75%, 11/21/21			77		79,643
WPP Finance UK 8.00%, 9/15/14			350		377,724
					4,383,553
COMMUNICATIONS– TELECOMMUNICATIONS–0.5%
American Tower Corp. 5.05%, 9/01/20			380		399,339
AT&T, Inc.
4.30%, 12/15/42			23		20,030
4.45%, 5/15/21			251		270,338
5.35%, 9/01/40			328		331,883
Deutsche Telekom International Finance BV 4.875%, 3/06/42(c)			490		477,989
Rogers Communications, Inc. 4.00%, 6/06/22	CAD		46		43,230
Telecom Italia Capital SA
6.00%, 9/30/34	U.S.$		65		58,942
7.175%, 6/18/19			170		189,191
Telefonica Emisiones SAU 5.462%, 2/16/21			185		190,725
United States Cellular Corp. 6.70%, 12/15/33	U.S.$		135	$	131,524
Vodafone Group PLC
6.15%, 2/27/37			375		414,041
7.875%, 2/15/30			100		128,374
					2,655,606
CONSUMER CYCLICAL– AUTOMOTIVE–0.2%
Ford Motor Credit Co. LLC 5.00%, 5/15/18			725		773,158
Harley-Davidson Funding Corp. 5.75%, 12/15/14(c)			341		364,092
					1,137,250
CONSUMER CYCLICAL– ENTERTAINMENT–0.1%
Time Warner, Inc.
4.70%, 1/15/21			123		131,620
7.625%, 4/15/31			275		346,652
Turner Broadcasting System, Inc. 8.375%, 7/01/13			225		225,000
Viacom, Inc. 5.625%, 9/15/19			83		95,276
					798,548
CONSUMER CYCLICAL– OTHER–0.0%
Host Hotels & Resorts LP 5.25%, 3/15/22			195		202,016
CONSUMER CYCLICAL– RETAILERS–0.1%
Dollar General Corp. 4.125%, 7/15/17			79		83,328
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22			475		476,240
					559,568
CONSUMER NON- CYCLICAL–0.4%
Actavis, Inc. 3.25%, 10/01/22			171		159,423
Ahold Finance USA LLC 6.875%, 5/01/29			420		509,679
Bunge Ltd. Finance Corp.
5.10%, 7/15/15			69		74,184
8.50%, 6/15/19			153		188,833
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(c)			260		262,716
ConAgra Foods, Inc. 3.20%, 1/25/23			146		139,616
Kroger Co. (The) 3.40%, 4/15/22			340		331,942
Reynolds American, Inc. 3.25%, 11/01/22			220		204,511

10

AllianceBernstein Variable Products Series Fund

Company			Principal Amount (000)		U.S. $ Value
Tyson Foods, Inc. 4.50%, 6/15/22	U.S.$			480	$	490,476
						2,361,380
ENERGY–0.7%
Anadarko Petroleum Corp. 6.45%, 9/15/36				109		126,303
ConocoPhillips Holding Co. 6.95%, 4/15/29				66		84,064
Encana Corp. 3.90%, 11/15/21				580		588,753
Marathon Petroleum Corp. 5.125%, 3/01/21				163		179,756
Nabors Industries, Inc. 9.25%, 1/15/19				269		333,756
Noble Energy, Inc. 8.25%, 3/01/19				374		471,004
Noble Holding International Ltd. 4.90%, 8/01/20				36		37,915
Phillips 66 4.30%, 4/01/22				665		687,095
Transocean, Inc. 2.50%, 10/15/17				212		209,507
Valero Energy Corp. 6.125%, 2/01/20				275		319,563
Weatherford International Ltd./Bermuda
5.125%, 9/15/20				175		183,425
9.625%, 3/01/19				285		360,303
						3,581,444
TECHNOLOGY–0.4%
Agilent Technologies, Inc. 5.00%, 7/15/20				71		76,495
Baidu, Inc. 2.25%, 11/28/17				380		369,661
Hewlett-Packard Co. 4.65%, 12/09/21				214		214,020
Intel Corp. 4.80%, 10/01/41				265		263,478
Motorola Solutions, Inc.
3.50%, 3/01/23				300		282,807
7.50%, 5/15/25				35		42,483
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22				495		484,069
Total System Services, Inc.
2.375%, 6/01/18				141		136,607
3.75%, 6/01/23				139		129,062
						1,998,682
TRANSPORTATION– AIRLINES–0.1%
Southwest Airlines Co.
5.25%, 10/01/14				307		321,359
5.75%, 12/15/16				155		171,960
						493,319
TRANSPORTATION–RAILROADS–0.1%
CSX Corp.
4.75%, 5/30/42	U.S.$			465	$	444,772
5.50%, 8/01/13				35		35,130
						479,902
TRANSPORTATION– SERVICES–0.1%
Asciano Finance Ltd. 3.125%, 9/23/15(c)				470		480,272
Ryder System, Inc.
5.85%, 11/01/16				127		142,120
7.20%, 9/01/15				127		142,530
						764,922
						23,749,005
FINANCIAL INSTITUTIONS–3.6%
BANKING–2.3%
Bank of America Corp.
3.30%, 1/11/23				275		259,915
5.00%, 5/13/21				315		335,873
5.875%, 1/05/21–2/07/42				414		464,015
7.375%, 5/15/14				340		357,709
Series L
5.65%, 5/01/18				90		99,988
Barclays Bank PLC
6.625%, 3/30/22(c)		EUR		300		437,648
7.625%, 11/21/22	U.S.$			480		471,000
Citigroup, Inc.
5.375%, 8/09/20				571		631,411
8.50%, 5/22/19				190		239,405
Compass Bank 5.50%, 4/01/20				314		317,171
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 3.95%, 11/09/22				485		463,792
Countrywide Financial Corp. 6.25%, 5/15/16				92		100,324
Danske Bank A/S Series E 5.684%, 2/15/17		GBP		182		261,588
Fifth Third Bancorp 3.50%, 3/15/22	U.S.$			188		186,347
Goldman Sachs Group, Inc. (The)
5.75%, 1/24/22				290		319,874
6.00%, 6/15/20				440		494,394
Series G
7.50%, 2/15/19				335		397,837
HSBC Holdings PLC
4.00%, 3/30/22				515		527,269
5.10%, 4/05/21				320		351,571

11

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

Company		Principal Amount (000)		U.S. $ Value
ING Bank NV 2.00%, 9/25/15(c)	U.S.$		480	$	486,497
JPMorgan Chase & Co.
4.40%, 7/22/20			390		407,834
4.50%, 1/24/22			165		172,775
4.625%, 5/10/21			233		246,288
Series Q
5.15%, 5/01/23			155		147,638
Macquarie Bank Ltd. 5.00%, 2/22/17(c)			90		96,434
Macquarie Group Ltd. 4.875%, 8/10/17(c)			194		204,899
Morgan Stanley
3.75%, 2/25/23			105		100,410
Series G
5.50%, 7/24/20–7/28/21			676		725,021
6.625%, 4/01/18			345		391,042
Murray Street Investment Trust I 4.647%, 3/09/17			44		46,584
National Capital Trust II 5.486%, 3/23/15(c)			91		91,455
Nationwide Building Society 6.25%, 2/25/20(c)			465		518,365
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(c)			121		133,729
Santander US Debt SAU 2.991%, 10/07/13(c)			500		502,851
Societe Generale SA 2.50%, 1/15/14(c)			245		246,813
SouthTrust Corp. 5.80%, 6/15/14			225		235,832
Standard Chartered PLC Series E 4.00%, 7/12/22(c)			470		464,877
UBS AG/Stamford CT 7.625%, 8/17/22			380		417,030
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(c)			230		233,738
Vesey Street Investment Trust I 4.404%, 9/01/16			115		122,463
Wachovia Bank NA 5.85%, 2/01/37			250		278,591
					12,988,297
BROKERAGE–0.1%
Nomura Holdings, Inc. 2.00%, 9/13/16			468		462,778
FINANCE–0.1%
General Electric Capital Corp.
4.65%, 10/17/21			193		204,727
Series G
5.625%, 5/01/18			480		550,562
					755,289
INSURANCE–0.8%
Allied World Assurance Co., Ltd. 7.50%, 8/01/16	U.S.$		160	$	184,404
American International Group, Inc.
4.875%, 6/01/22			195		207,855
6.40%, 12/15/20			300		347,906
Coventry Health Care, Inc.
5.95%, 3/15/17			90		101,507
6.125%, 1/15/15			40		42,932
6.30%, 8/15/14			275		290,689
Guardian Life Insurance Co. of America 7.375%, 9/30/39(c)			163		209,597
Hartford Financial Services Group, Inc.
4.00%, 3/30/15			95		99,331
5.125%, 4/15/22			180		195,861
5.50%, 3/30/20			242		267,641
Humana, Inc.
6.45%, 6/01/16			40		45,319
7.20%, 6/15/18			285		339,493
Lincoln National Corp. 8.75%, 7/01/19			98		125,649
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(c)			90		131,895
MetLife, Inc.
7.717%, 2/15/19			112		140,680
10.75%, 8/01/39			140		216,300
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(c)			335		453,284
Prudential Financial, Inc. 5.625%, 6/15/43			320		313,600
WellPoint, Inc. 3.30%, 1/15/23			170		161,832
XL Group PLC
5.25%, 9/15/14			135		141,655
6.375%, 11/15/24			157		178,189
					4,195,619
OTHER FINANCE–0.1%
ORIX Corp. 4.71%, 4/27/15			336		353,253
REITS–0.2%
ERP Operating LP 5.25%, 9/15/14			105		110,448
HCP, Inc. 5.375%, 2/01/21			505		547,794
Health Care REIT, Inc. 5.25%, 1/15/22			505		542,757
					1,200,999
					19,956,235
UTILITY–1.0%
ELECTRIC–0.3%
CMS Energy Corp. 5.05%, 3/15/22			155		167,462

12

AllianceBernstein Variable Products Series Fund

Company		Principal Amount (000)		U.S. $ Value
Constellation Energy Group, Inc. 5.15%, 12/01/20	U.S.$		89	$	97,608
FirstEnergy Corp. Series B 4.25%, 3/15/23			70		65,038
MidAmerican Energy Holdings Co. 6.125%, 4/01/36			395		448,114
Pacific Gas & Electric Co.
4.50%, 12/15/41			190		182,998
6.05%, 3/01/34			38		44,305
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(c)			348		353,954
TECO Finance, Inc.
4.00%, 3/15/16			100		106,605
5.15%, 3/15/20			125		138,174
					1,604,258
NATURAL GAS–0.7%
DCP Midstream LLC 5.35%, 3/15/20(c)			137		145,877
Energy Transfer Partners LP
6.70%, 7/01/18			127		149,143
7.50%, 7/01/38			410		479,198
Enterprise Products Operating LLC 5.20%, 9/01/20			305		341,302
Kinder Morgan Energy Partners LP
3.95%, 9/01/22			424		418,265
4.15%, 3/01/22			220		221,132
Nisource Finance Corp. 6.80%, 1/15/19			502		594,017
ONEOK, Inc. 4.25%, 2/01/22			480		472,253
Talent Yield Investments Ltd. 4.50%, 4/25/22(c)			490		476,823
TransCanada PipeLines Ltd. 6.35%, 5/15/67			120		125,141
Williams Cos., Inc. (The) 3.70%, 1/15/23			434		403,222
Williams Partners LP 5.25%, 3/15/20			298		320,261
					4,146,634
					5,750,892
NON CORPORATE SECTORS–0.1%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.1%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			286		258,360
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(c)	U.S.$		290	$	313,780
					572,140
Total Corporates—Investment Grades (cost $48,157,104)					50,028,272
GOVERNMENTS–TREASURIES–6.9%
UNITED STATES–6.9%
U.S. Treasury Bonds
2.75%, 8/15/42			280		241,675
3.00%, 5/15/42			900		820,406
3.125%, 2/15/43			670		625,403
4.50%, 2/15/36			1,490		1,774,264
4.625%, 2/15/40			3,835		4,673,308
5.375%, 2/15/31			5		6,513
U.S. Treasury Notes
0.50%, 7/31/17			1,155		1,127,299
0.625%, 11/30/17–4/30/18			3,195		3,100,995
0.75%, 6/30/17–12/31/17			1,555		1,528,433
0.875%, 11/30/16			7,325		7,329,578
1.00%, 8/31/16–3/31/17			9,490		9,544,435
1.375%, 6/30/18			2,015		2,013,898
1.625%, 11/15/22			2,175		2,030,397
1.75%, 5/15/22–5/15/23			1,920		1,812,440
2.00%, 11/15/21–2/15/23			1,962		1,901,565
Total Governments—Treasuries (cost $38,269,554)					38,530,609
MORTGAGE PASS-THROUGHS–6.6%
AGENCY FIXED RATE 30-YEAR–5.2%
Federal Home Loan Mortgage Corp. Gold
4.50%, 10/01/39			2,105		2,216,690
Series 2005
5.50%, 1/01/35			552		597,323
Series 2007
5.50%, 7/01/35			59		63,526
Federal National Mortgage Association
3.00%, 7/01/43, TBA			2,550		2,491,430
3.50%, 7/01/43, TBA			14,710		14,932,948
4.00%, 7/01/43, TBA			3,455		3,599,273
4.50%, 7/01/43, TBA			900		952,312
4.50%, 8/01/40			619		655,852
5.00%, 12/01/39			349		385,271
Series 2003
5.00%, 11/01/33			148		160,545
Series 2004
5.50%, 2/01/34–11/01/34			217		237,415
Series 2005
4.50%, 8/01/35			147		155,459

13

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

Company			Principal Amount (000)		U.S. $ Value
Series 2006
5.00%, 2/01/36	U.S.$			515	$	554,607
Series 2007
4.50%, 9/01/35				131		139,216
5.00%, 11/01/35–7/01/36				166		179,130
5.50%, 1/01/37–8/01/37				826		903,242
Series 2008
5.50%, 8/01/37				361		393,295
						28,617,534
AGENCY FIXED RATE 15-YEAR–1.1%
Federal National Mortgage Association 2.50%, 7/01/28, TBA				6,260		6,296,190
AGENCY ARMS–0.3%
Federal Home Loan Mortgage Corp.
2.372%, 4/01/35(d)				768		816,841
Series 2008
2.718%, 11/01/37(f)				62		66,385
Federal National Mortgage Association
2.464%, 8/01/37(d)				324		346,940
Series 2007
2.379%, 3/01/34(f)				218		231,855
						1,462,021
Total Mortgage Pass-Throughs (cost $36,401,371)						36,375,745
ASSET-BACKED SECURITIES–4.5%
AUTOS–FIXED RATE–3.0%
Ally Auto Receivables Trust Series 2013-SN1, Class A3 0.72%, 5/20/16				776		774,526
Ally Master Owner Trust
Series 2011-3, Class A2
1.81%, 5/15/16				775		781,997
Series 2013-1, Class A2
1.00%, 2/15/18				390		387,047
AmeriCredit Automobile Receivables Trust
Series 2011-4, Class A2
0.92%, 3/09/15				12		11,736
Series 2011-5, Class A2
1.19%, 8/08/15				46		46,168
Series 2012-4, Class A2
0.49%, 4/08/16				549		547,814
Series 2013-1, Class A2
0.49%, 6/08/16				423		422,629
Series 2013-3, Class A3
0.92%, 4/09/18				670		669,468
Avis Budget Rental Car Funding AESOP LLC
Series 2012-2A, Class A
2.802%, 5/20/18(c)	U.S.$			945	$	974,455
Series 2012-3A, Class A
2.10%, 3/20/19(c)				345		338,857
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16				395		396,256
Capital Auto Receivables Asset Trust Series 2013-1, Class A2 0.62%, 7/20/16				364		362,898
CarMax Auto Owner Trust Series 2012-3, Class A2 0.43%, 9/15/15				318		318,369
CFC LLC Series 2013-1A, Class A 1.65%, 7/17/17(c)				381		379,949
Exeter Automobile Receivables Trust
Series 2012-2A, Class A
1.30%, 6/15/17(c)				308		309,271
Series 2013-1A, Class A
1.29%, 10/16/17(c)				264		263,390
Fifth Third Auto Trust Series 2013-A, Class A3 0.61%, 9/15/17				386		385,257
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(c)				210		209,741
Ford Auto Securitization Trust
Series 2011-R3A, Class A2
1.96%, 7/15/15(c)		CAD		381		362,608
Series 2013-R1A, Class A2
1.676%, 9/15/16(c)				341		325,145
Ford Credit Auto Lease Trust Series 2012-B, Class A2 0.54%, 11/15/14	U.S.$			486		485,455
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18				155		153,567
Ford Credit Floorplan Master Owner Trust
Series 2012-4, Class A1
0.74%, 9/15/16				590		590,750
Series 2013-1, Class A1
0.85%, 1/15/18				279		276,774
Hertz Vehicle Financing LLC
Series 2013-1A, Class A1
1.12%, 8/25/17(c)				345		341,152

14

AllianceBernstein Variable Products Series Fund

Company		Principal Amount (000)		U.S. $ Value
Series 2013-1A, Class A2
1.83%, 8/25/19(c)	U.S.$		870	$	847,965
Huntington Auto Trust Series 2011-1A, Class A3 1.01%, 1/15/16(c)			227		227,201
Hyundai Auto Lease Securitization Trust Series 2013-A, Class A3 0.66%, 6/15/16(c)			505		503,562
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			140		142,010
Mercedes-Benz Auto Lease Trust Series 2013-A, Class A3 0.59%, 2/15/16			340		338,963
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(c)			714		708,369
Navistar Financial Corp. Owner Trust Series 2012-A, Class A2 0.85%, 3/18/15(c)			411		410,978
Nissan Auto Lease Trust
Series 2012-A, Class A2A
0.68%, 7/15/14			232		231,896
Series 2012-B, Class A2A
0.45%, 6/15/15			231		230,486
Santander Drive Auto Receivables Trust
Series 2012-3, Class A3
1.08%, 4/15/16			530		531,873
Series 2012-6, Class A2
0.47%, 9/15/15			195		195,035
Series 2013-3, Class C
1.81%, 4/15/19			489		474,217
SMART Trust/Australia Series 2012-4US, Class A2A 0.67%, 6/14/15			317		316,816
Volkswagen Auto Loan Enhanced Trust Series 2011-1, Class A3 1.22%, 6/22/15			513		513,924
World Omni Automobile Lease Securitization Trust Series 2012-A, Class A3 0.93%, 11/16/15			572		571,949
					16,360,523
CREDIT CARDS–FIXED RATE–1.0%
American Express Credit Account Master Trust
Series 2012-2, Class A
0.68%, 3/15/18			1,010		1,008,513
Series 2012-5, Class A
0.59%, 5/15/18	U.S.$		565	$	562,183
Cabela’s Master Credit Card Trust Series 2013-1A, Class A 2.71%, 2/17/26(c)			480		451,355
Chase Issuance Trust Series 2013-A1, Class A1 1.30%, 2/18/20			195		190,856
Discover Card Execution Note Trust Series 2012-A1, Class A1 0.81%, 8/15/17			304		304,533
Discover Card Master Trust Series 2012-A3, Class A3 0.86%, 11/15/17			260		260,506
Dryrock Issuance Trust Series 2012-2, Class A 0.64%, 8/15/18			560		557,338
GE Capital Credit Card Master Note Trust
Series 2012-6, Class A
1.36%, 8/17/20			515		507,010
Series 2012-7, Class A
1.76%, 9/15/22			445		425,031
Series 2013-1, Class A
1.35%, 3/15/21			490		476,115
World Financial Network Credit Card Master Trust
Series 2012-B, Class A
1.76%, 5/17/21			310		308,310
Series 2013-A, Class A
1.61%, 12/15/21			246		240,942
					5,292,692
CREDIT CARDS– FLOATING RATE–0.2%
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.89%, 2/15/17(c)(d)			490		490,803
Penarth Master Issuer PLC Series 2012-1A, Class A1 0.763%, 3/18/14(c)(d)			545		546,052
					1,036,855
OTHER ABS–FIXED RATE–0.2%
CIT Equipment Collateral Series 2012-VT1, Class A3 1.10%, 8/22/16(c)			268		267,918
CNH Equipment Trust
Series 2010-C, Class A3
1.17%, 5/15/15			52		52,023
Series 2012-A, Class A3
0.94%, 5/15/17			375		375,303

15

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

Company		Principal Amount (000)		U.S. $ Value
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15	U.S.$		185	$	185,301
GE Equipment Small Ticket LLC Series 2011-2A, Class A2 1.14%, 6/23/14(c)			77		76,628
					957,173
AUTOS– FLOATING RATE–0.1%
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.682%, 6/20/17(d)			790		790,000
HOME EQUITY LOANS– FLOATING RATE–0.0%
GSAA Home Equity Trust Series 2006-5, Class 2A3 0.463%, 3/25/36(d)			435		276,172
Residential Asset Securities Corp. Trust Series 2003-KS3, Class A2 0.793%, 5/25/33(d)			1		933
					277,105
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			102		100,776
Total Asset-Backed Securities (cost $25,016,765)					24,815,124
COMMERCIAL MORTGAGE-BACKED SECURITIES–3.2%
NON-AGENCY FIXED RATE CMBS–2.7%
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-T24, Class AJ 5.598%, 10/12/41			200		188,461
CGRBS Commercial Mortgage Trust Series 2013-VN05 3.369%, 3/13/23(c)			495		471,578
Citigroup Commercial Mortgage Trust
Series 2004-C1, Class A4
5.615%, 4/15/40			108		110,940
Series 2006-C4, Class A1A
5.939%, 3/15/49			320		352,265
Commercial Mortgage Pass-Through Certificates
Series 2006-C3, Class AJ
5.989%, 6/15/38	U.S.$		190	$	185,081
Series 2013-SFS, Class A1
1.873%, 4/12/35(c)			249		240,871
Credit Suisse First Boston Mortgage Securities Corp.
Series 2004-C1, Class A4
4.75%, 1/15/37			59		59,817
Series 2005-C1, Class A4
5.014%, 2/15/38			255		265,513
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 5.989%, 6/15/38			618		680,746
CW Capital Cobalt Ltd. Series 2007-C3, Class A4 5.985%, 5/15/46			535		599,659
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(c)			330		321,367
Greenwich Capital Commercial Funding Corp.
Series 2005-GG5, Class AJ
5.406%, 4/10/37			215		183,722
Series 2007-GG9, Class A4
5.444%, 3/10/39			776		858,205
Series 2007-GG9, Class AM
5.475%, 3/10/39			326		342,214
GS Mortgage Securities Corp. II
Series 2004-GG2, Class A6
5.396%, 8/10/38			80		82,274
Series 2012-GCJ7, Class A4
3.377%, 5/10/45			960		946,189
Series 2013-KING, Class A
2.706%, 12/10/27(c)			519		512,780
JP Morgan Chase Commercial Mortgage Securities Corp.
Series 2005-CB11, Class A4
5.335%, 8/12/37			168		177,895
Series 2007-CB19, Class AM
5.901%, 2/12/49			175		189,633
Series 2007-LD11, Class A4
6.003%, 6/15/49			251		280,678
Series 2007-LD12, Class AM
6.197%, 2/15/51			280		303,042

16

AllianceBernstein Variable Products Series Fund

Company			Principal Amount (000)		U.S. $ Value
Series 2010-C2, Class A1
2.749%, 11/15/43(c)	U.S.$			381	$	392,876
LB-UBS Commercial Mortgage Trust
Series 2004-C4, Class A4
5.712%, 6/15/29				40		41,141
Series 2006-C1, Class A4
5.156%, 2/15/31				1,095		1,182,781
Merrill Lynch Mortgage Trust
Series 2005-CIP1, Class A2
4.96%, 7/12/38				302		305,223
Series 2006-C2, Class A1A
5.739%, 8/12/43				324		360,534
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A4 5.414%, 7/12/46				480		527,919
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49				1,218		1,340,468
Morgan Stanley Capital I Trust Series 2007-T27, Class A1A 5.816%, 6/11/42				747		847,288
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25(c)				480		470,612
UBS-Barclays Commercial Mortgage Trust
Series 2012-C3, Class A4
3.091%, 8/10/49				86		80,778
Series 2012-C4, Class A5
2.85%, 12/10/45				168		155,298
Series 2013-C5, Class A4
3.185%, 3/10/46				813		771,033
Wachovia Bank Commercial Mortgage Trust Series 2006-C25, Class A1A 5.914%, 5/15/43				846		938,262
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46				456		434,269
						15,201,412
NON-AGENCY FLOATING RATE CMBS–0.4%
Banc of America Merrill Lynch Commercial Mortgage, Inc. Series 2007-5, Class AM 5.772%, 2/10/51(f)				150		161,323
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.894%, 12/05/31(c)(d)	U.S.$			250	$	247,844
GS Mortgage Securities Corp. II
Series 2007-EOP, Class E
2.476%, 3/06/20(c)(d)				75		75,304
Series 2013-KYO, Class A
1.043%, 11/08/29(c)(d)				505		500,156
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(c)(f)				276		269,108
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A2 5.291%, 7/12/46(f)				791		796,599
						2,050,334
AGENCY CMBS–0.1%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A2 3.531%, 6/25/20				634		667,291
Total Commercial Mortgage-Backed Securities (cost $17,930,065)						17,919,037
AGENCIES–2.1%
AGENCY DEBENTURES–2.1%
Federal Farm Credit Banks 0.223%, 2/13/15(d)				4,715		4,719,795
Federal National Mortgage Association
6.25%, 5/15/29				740		961,980
6.625%, 11/15/30				2,277		3,089,949
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20				3,249		2,776,225
Total Agencies (cost $10,794,664)						11,547,949
CORPORATES–NON-INVESTMENT GRADES–0.6%
FINANCIAL INSTITUTIONS–0.4%
BANKING–0.2%
ABN Amro Bank NV 4.31%, 3/10/16		EUR		90		103,969
Citigroup, Inc. 5.95%, 1/30/23	U.S.$			480		477,648
LBG Capital No.1 PLC 8.00%, 6/15/20(c)				235		238,508

17

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

Company			Principal Amount (000)		U.S. $ Value
LBG Capital No.2 PLC Series 22 15.00%, 12/21/19(c)		EUR		140	$	254,048
						1,074,173
FINANCE–0.1%
SLM Corp.
7.25%, 1/25/22	U.S.$			340		357,000
Series A
5.375%, 5/15/14				270		275,400
						632,400
OTHER FINANCE–0.1%
Aviation Capital Group Corp. 7.125%, 10/15/20(c)				173		188,258
						1,894,831
INDUSTRIAL–0.2%
BASIC–0.0%
Eagle Spinco, Inc. 4.625%, 2/15/21(c)				40		38,400
CAPITAL GOODS–0.1%
B/E Aerospace, Inc. 5.25%, 4/01/22				295		293,525
Ball Corp. 5.00%, 3/15/22				290		288,550
						582,075
CONSUMER CYCLICAL– OTHER–0.1%
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.375%, 3/15/22				295		297,950
CONSUMER NON-CYCLICAL–0.0%
Olam International Ltd. 6.75%, 1/29/18(c)				128		118,259
ENERGY–0.0%
Cimarex Energy Co. 5.875%, 5/01/22				145		150,075
						1,186,759
Total Corporates—Non-Investment Grades (cost $2,850,157)						3,081,590
COLLATERALIZED MORTGAGE OBLIGATIONS–0.5%
AGENCY FIXED RATE – 0.2%
Federal Home Loan Mortgage Corp.
Series 4119, Class LI
3.50%, 6/15/39(g)				1,764		327,732
Series 4182, Class DI
3.50%, 5/15/39(g)				1,645		296,528
Freddie Mac Series 4135, Class AI 3.50%, 11/15/42	U.S.$			927	$	199,079
Freddie Mac Strip Series 283, Class IO 3.50%, 10/15/27(g)				1,177		192,203
						1,015,542
NON-AGENCY FLOATING RATE–0.1%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.383%, 12/25/36(d)				456		265,952
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.443%, 3/25/35(d)				246		198,626
IndyMac INDX Mortgage Loan Trust
Series 2006-AR15, Class A1
0.313%, 7/25/36(d)				343		237,529
Series 2006-AR27, Class 2A2
0.393%, 10/25/36(d)				364		296,442
						998,549
NON-AGENCY FIXED RATE–0.1%
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.641%, 5/25/35				39		38,454
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36				308		267,040
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36				11		10,991
						316,485
NON-AGENCY ARMs–0.1%
Countrywide Home Loan Mortgage Pass Through Trust Series 2007-HYB2, Class 3A1 2.863%, 2/25/47				366		281,459
Total Collateralized Mortgage Obligations (cost $2,720,881)						2,612,035

18

AllianceBernstein Variable Products Series Fund

Company			Principal Amount (000)		U.S. $ Value
QUASI-SOVEREIGNS–0.4%
QUASI-SOVEREIGN BONDS–0.4%
INDONESIA–0.0%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(c)	U.S.$			250	$	245,000
KAZAKHSTAN–0.1%
KazMunayGas National Co. JSC 7.00%, 5/05/20(c)				251		283,630
MALAYSIA–0.1%
Petronas Capital Ltd. 5.25%, 8/12/19(c)				460		502,254
SOUTH KOREA–0.1%
Korea National Oil Corp. 3.125%, 4/03/17(c)				485		487,761
UNITED ARAB EMIRATES–0.1%
IPIC GMTN Ltd. 3.75%, 3/01/17(c)				465		483,600
Total Quasi-Sovereigns (cost $1,906,759)						2,002,245
GOVERNMENTS– SOVEREIGN BONDS–0.2%
INDONESIA–0.0%
Indonesia Government International Bond 3.375%, 4/15/23(c)				259		232,453
QATAR–0.1%
State of Qatar 4.50%, 1/20/22(c)				270		289,575
RUSSIA–0.1%
Russian Foreign Bond–Eurobond 7.50%, 3/31/30(c)				231		270,500
TURKEY–0.0%
Republic of Turkey 4.875%, 4/16/43				275		236,500
Total Governments–Sovereign Bonds (cost $1,050,814)						1,029,028
EMERGING MARKETS– CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
MTS International Funding Ltd. 5.00%, 5/30/23(c)				200		186,912
VimpelCom Holdings BV 5.20%, 2/13/19(c)				200		193,662
						380,574
CONSUMER NON-CYCLICAL–0.0%
Marfrig Overseas Ltd. 9.50%, 5/04/20(c)	U.S.$			195	$	193,294
ENERGY–0.0%
Pacific Rubiales Energy Corp. 5.125%, 3/28/23(c)				100		94,657
Total Emerging Markets—Corporate Bonds (cost $694,515)						668,525
LOCAL GOVERNMENTS– MUNICIPAL BONDS–0.1%
UNITED STATES–0.1%
California GO
7.625%, 3/01/40 (cost $350,671)				345		463,394
			Shares
PREFERRED STOCKS–0.0%
FINANCIAL INSTITUTIONS–0.0%
INSURANCE–0.0%
Allstate Corp. (The) 5.10% (cost $245,156)				9,175		234,788
WARRANTS–0.0%
CONSUMER STAPLES–0.0%
FOOD & STAPLES RETAILING–0.0%
Olam International Ltd., expiring 12/03/17(a) (cost $0)				117,840		37,709
RIGHTS–0.0%
EQUITY:OTHER–0.0%
DIVERSIFIED/SPECIALTY–0.0%
New Hotel , expiring 6/11/13(a) (cost $0)				5,574		0
			Principal Amount (000)
SHORT-TERM INVESTMENTS–7.3%
TIME DEPOSIT–5.1%
State Street Time Deposit 0.01%, 7/01/13 (cost $28,364,940)	U.S.$			28,365		28,364,940
GOVERNMENTS– TREASURIES–1.1%
Japan Treasury Discount Bill Series 359 Zero Coupon 7/16/13 (cost $5,997,717)		JPY		600,000		6,049,411

19

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

Company				Principal Amount (000)				U.S. $ Value
AGENCY DISCOUNT NOTE–1.1%
Federal Home Loan Bank Zero Coupon, 7/10/13 (cost $6,019,920)	U.S.$				6,020			$	6,019,920
Total Short-Term Investments (cost $40,382,577)									40,434,271
Total Investments Before Security Lending Collateral for Securities Loaned–104.6% (cost $517,565,235)									579,757,316
Company		Shares				U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.5%
INVESTMENT COMPANIES–0.5%
Alliancebernstein Exchange Reserves–Class I, 0.07%(h) (cost $2,600,978)			2,600,978			$	2,600,978
TOTAL INVESTMENTS–105.1% (cost $520,166,213)							582,358,294
Other assets less liabilities–(5.1)%							(28,083,348	)
NET ASSETS–100.0%						$	554,274,946

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2013		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro Stoxx 50 Futures		4		September 2013	$	139,879	$	135,267	$	(4,612	)
Topix Index Futures		1		September 2013		110,972		114,035		3,063
									$	(1,549	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale	JPY	86,344	USD	875		8/16/13	$	4,086
Barclays Bank PLC Wholesale	EUR	569	USD	753		9/17/13		12,197
Barclays Bank PLC Wholesale	JPY	169,772	USD	1,713		9/17/13		605
Barclays Bank PLC Wholesale	USD	499	SEK	3,303		9/17/13		(7,741	)
BNP Paribas SA	AUD	4,416	USD	4,272		8/16/13		246,889
BNP Paribas SA	JPY	187,702	USD	1,893		8/16/13		423
BNP Paribas SA	KRW	2,282,878	USD	2,061		8/16/13		67,609
BNP Paribas SA	USD	3,591	JPY	344,311		8/16/13		(119,272	)
BNP Paribas SA	USD	1,464	SEK	9,574		8/16/13		(37,482	)
Canadian Imperial Bank of Commerce	CAD	491	USD	475		9/17/13		9,197
Citibank, NA	USD	2,021	EUR	1,543		8/16/13		(11,808	)
Credit Suisse International	CHF	1,711	USD	1,833		8/16/13		20,677
Credit Suisse International	USD	365	AUD	397		8/16/13		(3,465	)
Credit Suisse International	USD	3,351	GBP	2,206		8/16/13		3,450
Credit Suisse International	USD	617	GBP	406		9/17/13		606
Deutsche Bank AG London	CAD	929	USD	897		7/18/13		14,476

20

AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG London	USD	2,326	SEK	15,232		8/16/13	$	(57,242	)
Goldman Sachs Capital Markets LP	EUR	640	USD	837		8/07/13		3,841
Goldman Sachs Capital Markets LP	AUD	1,643	USD	1,553		8/16/13		54,858
Goldman Sachs Capital Markets LP	BRL	1,276	USD	580		8/16/13		13,064
Goldman Sachs Capital Markets LP	GBP	844	USD	1,308		8/16/13		24,895
Goldman Sachs Capital Markets LP	JPY	34,189	USD	350		8/16/13		5,536
Goldman Sachs Capital Markets LP	USD	1,357	GBP	882		8/16/13		(16,340	)
Goldman Sachs Capital Markets LP	USD	715	NZD	840		8/16/13		(66,031	)
Goldman Sachs Capital Markets LP	JPY	49,678	USD	508		9/17/13		7,100
Goldman Sachs Capital Markets LP	USD	1,436	EUR	1,097		9/17/13		(7,266	)
Goldman Sachs Capital Markets LP	USD	1,800	JPY	169,772		9/17/13		(87,353	)
HSBC BankUSA	HKD	34,126	USD	4,399		8/16/13		(1,383	)
HSBC BankUSA	USD	1,634	GBP	1,050		8/16/13		(37,229	)
JPMorgan Chase Bank, NA	GBP	3,022	USD	4,672		8/16/13		76,765
Royal Bank of Canada	CAD	977	USD	957		9/17/13		30,048
Royal Bank of Scotland PLC	JPY	318,816	USD	3,243		8/16/13		28,063
Royal Bank of Scotland PLC	NZD	840	USD	648		8/16/13		(409	)
Royal Bank of Scotland PLC	USD	715	AUD	695		8/16/13		(81,359	)
Royal Bank of Scotland PLC	AUD	564	USD	544		9/17/13		30,847
Royal Bank of Scotland PLC	USD	581	CHF	543		9/17/13		(5,839	)
Societe Generale	USD	4,106	AUD	4,066		8/16/13		(400,130	)
Standard Chartered Bank	BRL	515	USD	227		8/02/13		(2,123	)
Standard Chartered Bank	USD	397	SGD	489		8/16/13		(10,724	)
State Street Bank & Trust Co.	JPY	600,000	USD	6,023		7/16/13		(26,701	)
State Street Bank & Trust Co.	USD	155	CAD	162		7/18/13		(1,162	)
State Street Bank & Trust Co.	GBP	171	USD	263		8/07/13		3,587
State Street Bank & Trust Co.	CHF	529	USD	566		8/16/13		5,605
State Street Bank & Trust Co.	JPY	54,422	USD	552		8/16/13		3,385
State Street Bank & Trust Co.	SEK	1,005	USD	149		8/16/13		(1,156	)
State Street Bank & Trust Co.	USD	1,776	CHF	1,664		8/16/13		(13,735	)
State Street Bank & Trust Co.	USD	3,084	EUR	2,353		8/16/13		(20,235	)
State Street Bank & Trust Co.	USD	215	HKD	1,669		8/16/13		138
State Street Bank & Trust Co.	USD	259	JPY	25,894		8/16/13		2,281
State Street Bank & Trust Co.	USD	419	NOK	2,455		8/16/13		(15,345	)
State Street Bank & Trust Co.	USD	150	SEK	1,006		8/16/13		(62	)
State Street Bank & Trust Co.	CHF	298	USD	317		9/17/13		1,390
State Street Bank & Trust Co.	USD	1,020	SEK	6,846		9/17/13		(556	)
UBS AG	USD	480	AUD	466		8/16/13		(55,180	)
UBS AG	AUD	811	USD	744		9/17/13		6,921
UBS AG	SEK	4,844	USD	720		9/17/13		(1,578	)
							$	(410,367	)

21

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

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	1,970		1/30/17		1.059	%		3 Month LIBOR	$	(9,427	)
JPMorgan Chase Bank, NA		2,200		2/7/22		2.043	%		3 Month LIBOR		59,571
										$	50,144

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2013			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
BNP Paribas SA:
Anadarko Petroleum Corp. 5.95%, 9/15/16, 9/20/17*		1.00	%		0.85	%	$	530	$	3,424	$	(15,153	)	$	18,577

* Termination date

(a) Non-income producing security.

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

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2013, the aggregate market value of these securities amounted to $25,132,658 or 4.5% of net assets.

(d) Floating Rate Security. Stated interest rate was in effect at June 30, 2013.

(e) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2013.

(f) Variable rate coupon, rate shown as of June 30, 2013.

(g) IO—Interest Only

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

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

SGD—Singapore Dollar

USD—United States Dollar

22

AllianceBernstein Variable Products Series Fund

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

FHLMC—Federal Home Loan Mortgage Corporation

GO—General Obligation

LIBOR—London Interbank Offered Rates

NVDR—Non Voting Depositary Receipt

OJSC—Open Joint Stock Company

REG—Registered Shares

REIT—Real Estate Investment Trust

TBA—To Be Announced

TOPIX—Tokyo Price Index

See notes to financial statements.

23

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $517,565,235)	$	579,757,316	(a)
Affiliated issuers (cost $2,600,978—investment of cash collateral for securities loaned)		2,600,978
Cash		15,854	(b)
Foreign currencies, at value (cost $524,490)		520,155
Receivable for investment securities sold and foreign currency transactions		6,332,211
Interest and dividends receivable		1,886,311
Unrealized appreciation of forward currency exchange contracts		679,970
Receivable for capital stock sold		175,013
Unrealized appreciation on interest rate swaps		59,571
Unrealized appreciation on credit default swaps		18,577
Receivable for variation margin on futures		1,327
Total assets		592,047,283
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		33,034,463
Payable for collateral received on securities loaned		2,600,978
Unrealized depreciation of forward currency exchange contracts		1,090,337
Payable for capital stock redeemed		504,019
Advisory fee payable		237,283
Distribution fee payable		99,947
Premium received on credit default swaps		15,153
Unrealized depreciation on interest rate swaps		9,427
Administrative fee payable		7,918
Transfer Agent fee payable		120
Accrued expenses and other liabilities		172,692
Total liabilities		37,772,337
NET ASSETS	$	554,274,946
COMPOSITION OF NET ASSETS
Capital stock, at par	$	43,864
Additional paid-in capital		471,425,662
Undistributed net investment income		13,312,311
Accumulated net realized gain on investment and foreign currency transactions		7,678,838
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		61,814,271
	$	554,274,946

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	40,725,295		3,192,717	$	12.76
B	$	513,549,651		40,671,033	$	12.63

(a) Includes securities on loan with a value of $2,458,292 (see Note E).

(b) An amount of $15,854 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2013.

See notes to financial statements.

24

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $174,882)	$	4,271,810
Affiliated issuers		2,231
Interest		2,730,907
Securities lending income		58,926
		7,063,874
EXPENSES
Advisory fee (see Note B)		1,547,781
Distribution fee—Class B		651,427
Transfer agency—Class A		328
Transfer agency—Class B		4,094
Custodian		143,390
Printing		38,572
Audit		35,834
Administrative		22,125
Legal		20,126
Directors’ fees		2,229
Miscellaneous		21,772
Total expenses		2,487,678
Net investment income		4,576,196
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		19,442,777	(a)
Futures		42,582
Swaps		1,228
Foreign currency transactions		1,038,644
Net change in unrealized appreciation/depreciation of:
Investments		4,156,481	(b)
Futures		(10,291	)
Swaps		169,756
Foreign currency denominated assets and liabilities		(1,317,172	)
Net gain on investment and foreign currency transactions		23,524,005
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	28,100,201

(a) Net of foreign capital gains taxes of $594.

(b) Net of increase in accrued foreign capital gains taxes of $8,000.

See notes to financial statements.

25

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

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	4,576,196		$	9,337,388
Net realized gain on investment and foreign currency transactions		20,525,231			19,738,955
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		2,998,774			40,255,467
Net increase in net assets from operations		28,100,201			69,331,810
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(924,872	)
Class B		–0	–		(9,652,511	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(23,767,581	)		(47,254,527	)
Total increase		4,332,620			11,499,900
NET ASSETS
Beginning of period		549,942,326			538,442,426
End of period (including undistributed net investment income of $13,312,311 and $8,736,115, respectively)	$	554,274,946		$	549,942,326

See notes to financial statements.

26

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market

27

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

participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

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

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

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

	Level 1		Level 2		Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	38,985,166	$	21,646,110	$	–0	–	$	60,631,276
Consumer Discretionary		40,455,957		15,394,056		–0	–		55,850,013
Health Care		35,244,195		5,216,762		–0	–		40,460,957
Information Technology		35,408,983		4,839,153		–0	–		40,248,136

28

AllianceBernstein Variable Products Series Fund

Level 1

Level 2

Level 3

Total

Industrials

$

24,358,158

$

14,825,659

$

–0

–

$

39,183,817

Energy

22,544,567

3,310,482

–0

–

25,855,049

Consumer Staples

10,869,744

11,723,793

–0

–

22,593,537

Equity:Other

8,412,759

10,645,578

–0

–

19,058,337

Materials

7,196,463

5,031,495

–0

–

12,227,958

Retail

4,123,306

3,546,029

–0

–

7,669,335

Residential

4,688,323

2,557,024

–0

–

7,245,347

Utilities

5,012,107

1,368,791

–0

–

6,380,898

Telecommunication Services

3,350,131

2,487,322

–0

–

5,837,453

Office

2,054,468

2,332,737

–0

–

4,387,205

Lodging

1,736,614

611,063

–0

–

2,347,677

Corporates—Investment Grades

–0

–

50,028,272

–0

–

50,028,272

Governments—Treasuries

–0

–

38,530,609

–0

–

38,530,609

Mortgage Pass-Throughs

–0

–

36,375,745

–0

–

36,375,745

Asset-Backed Securities

–0

–

23,480,070

1,335,054

24,815,124

Commercial Mortgage-Backed Securities

–0

–

16,009,579

1,909,458

17,919,037

Agencies

–0

–

11,547,949

–0

–

11,547,949

Corporates—Non-Investment Grades

–0

–

2,963,331

118,259

3,081,590

Collateralized Mortgage Obligations

–0

–

1,015,542

1,596,493

2,612,035

Quasi-Sovereigns

–0

–

2,002,245

–0

–

2,002,245

Governments—Sovereign Bonds

–0

–

1,029,028

–0

–

1,029,028

Emerging Markets—Corporate Bonds

–0

–

668,525

–0

–

668,525

Local Governments—Municipal Bonds

–0

–

463,394

–0

–

463,394

Preferred Stocks

234,788

–0

–

–0

–

234,788

Warrants

37,709

–0

–

–0

–

37,709

Rights

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments:

Time Deposit

–0

–

28,364,940

–0

–

28,364,940

Governments—Treasuries

–0

–

6,049,411

–0

–

6,049,411

Agency Discount Note

–0

–

6,019,920

–0

–

6,019,920

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

2,600,978

–0

–

–0

–

2,600,978

Total Investments in Securities

247,314,416

330,084,614

+

4,959,264

582,358,294

Other Financial Instruments*:

Assets:

Futures

–0

–

3,063

–0

–

3,063

#

Forward Currency Exchange Contracts

–0

–

679,970

–0

–

679,970

Interest Rate Swaps

–0

–

59,571

–0

–

59,571

Credit Default Swaps

–0

–

18,577

–0

–

18,577

Liabilities:

Futures

–0

–

(4,612

)

–0

–

(4,612

)#

Forward Currency Exchange Contracts

–0

–

(1,090,337

)

–0

–

(1,090,337

)

Interest Rate Swaps

–0

–

(9,427

)

–0

–

(9,427

)

Total++

$

247,314,416

$

329,741,419

$

4,959,264

$

582,015,099

^ The Portfolio held securities with zero market value at period end.

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

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

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

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

29

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

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

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

	Common Stock- Residential			Asset-Backed Securities			Commercial Mortgage-Backed Securities
Balance as of 12/31/12	$	297,587		$	1,397,999		$	1,601,699
Accrued discounts/(premiums)		–0	–		1,011			1,481
Realized gain (loss)		–0	–		2,951			47,995
Change in unrealized appreciation/depreciation		–0	–		(28,674	)		(80,629	)
Purchases		–0	–		297,499			1,222,608
Sales		–0	–		(335,732	)		(883,696	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		(297,587	)		–0	–		–0	–
Balance as of 6/30/13+	$	–0	–	$	1,335,054		$	1,909,458
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	–0	–	$	(26,133	)	$	(80,629	)
	Corporates- Non- Investment Grades			Collateralized Mortgage Obligation			Rights^
Balance as of 12/31/12	$	–0	–	$	60,916		$	–0	–
Accrued discounts/(premiums)		674			1,134			–0	–
Realized gain (loss)		3,023			2,024			–0	–
Change in unrealized appreciation/depreciation		(3,519	)		(95,496	)		–0	–
Purchases		216,295			1,660,677			–0	–
Sales		(98,214	)		(32,762	)		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/13	$	118,259		$	1,596,493		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	(3,519	)	$	(95,496	)	$	–0	–
	Total
Balance as of 12/31/12	$	3,358,201
Accrued discounts/(premiums)		4,300
Realized gain (loss)		55,993
Change in unrealized appreciation/depreciation		(208,318	)
Purchases		3,397,079
Sales		(1,350,404	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		(297,587	)
Balance as of 6/30/13	$	4,959,264
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	(205,777	)

^ The Portfolio held securities with zero market value at period end.

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

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

30

AllianceBernstein Variable Products Series Fund

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

31

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

6. Class Allocations

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

7. Dividends and Distributions

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

8. Repurchase Agreements

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, ..45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2013, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $22,125.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $262,428, of which $5 and $60, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

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

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

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

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

32

AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	152,252,342	$	167,644,640
U.S. government securities		150,425,962		141,616,381

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, swap contracts and foreign currency transactions) are as follows:

Gross unrealized appreciation	$	72,367,929
Gross unrealized depreciation		(10,175,848	)
Net unrealized appreciation	$	62,192,081

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Portfolio enters into a futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended June 30, 2013, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of

33

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

such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended June 30, 2013, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Swaps

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

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

Interest Rate Swaps:

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

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the six months ended June 30, 2013, the Portfolio held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Portfolio receives/(pays) fixed payments from/(to) the

34

AllianceBernstein Variable Products Series Fund

respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Portfolio will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

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

During the six months ended June 30, 2013, the Portfolio held credit default swaps for non-hedging purposes.

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

At June 30, 2013, the Portfolio had Sale Contracts outstanding with a Maximum Payout Amount of $530,000, with net unrealized appreciation of $18,577, and a term of less than 5 years, as reflected in the portfolio of investments.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2013, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

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

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements and certain securities lending transactions. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party.

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

35

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

At June 30, 2013, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Equity contracts	Receivable/Payable for variation margin on futures	$	3,063	*+	Receivable/Payable for variation margin on futures	$	4,612	*+
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts		679,970		Unrealized depreciation of forward currency exchange contracts		1,090,337
Interest rate contracts	Unrealized appreciation on interest rate swaps		59,571		Unrealized depreciation on interest rate swaps		9,427
Credit contracts	Unrealized appreciation on credit default swaps		18,577
Total		$	761,181			$	1,104,376

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

+ Exchange-traded investments.

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2013:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	42,582		$	(10,291	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		1,076,743			(1,284,296	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(26,477	)		178,012
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		27,705			(8,256	)
Total		$	1,120,553		$	(1,124,831	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2013:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	39,131,215
Average principal amount of sale contracts	$	49,715,305
Futures:
Average original value of buy contracts	$	265,688
Interest Rate Swaps:
Average notional amount	$	4,170,000
Credit Default Swaps:
Average notional amount of sale contracts	$	632,857

36

AllianceBernstein Variable Products Series Fund

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

The following tables present the Portfolio’s dervative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2013:

Counterparty	Derivative Assets Subject to MA		Derivatives Available for Offset			Collateral Received			Net Amount of Derivatives Assets
Barclays Bank PLC Wholesale	$	16,888	$	(7,741	)	$	–0	–	$	9,147
BNP Paribas SA		333,498		(156,754	)		–0	–		176,744
Canadian Imperial Bank of Commerce		9,197		–0	–		–0	–		9,197
Credit Suisse International		24,733		(3,465	)		–0	–		21,268
Deutsche Bank AG London		14,476		(14,476	)		–0	–		–0	–
Goldman Sachs Capital Markets LP		109,293		(109,293	)		–0	–		–0	–
JPMorgan Chase Bank NA		136,336		(9,427	)		–0	–		126,909
Royal Bank of Canada		30,048		–0	–		–0	–		30,048
Royal Bank of Scotland PLC		60,288		(60,288	)		–0	–		–0	–
State Street Bank & Trust Co.		16,440		(16,440	)		–0	–		–0	–
UBS AG		6,921		(6,921	)		–0	–		–0	–
Total	$	758,118	$	(384,805	)	$	–0	–	$	373,313
Counterparty	Derivative Liabilites Subject to MA		Derivatives Available for Offset			Collateral Pledged			Net Amount of Derivatives Liabilities
Barclays Bank PLC Wholesale	$	7,741	$	(7,741	)	$	–0	–	$	–0	–
BNP Paribas SA		156,754		(156,754	)		–0	–		–0	–
Citibank, NA		11,808		–0	–		–0	–		11,808
Credit Suisse International		3,465		(3,465	)		–0	–		–0	–
Deutsche Bank AG London		57,242		(14,476	)		–0	–		42,766
Goldman Sachs Capital Markets LP		176,989		(109,293	)		–0	–		67,696
HSBC Bank USA		38,612		–0	–		–0	–		38,612
JPMorgan Chase Bank NA		9,427		(9,427	)		–0	–		–0–
Royal Bank of Scotland PLC		88,985		(60,288	)		–0	–		28,697
Societe Generale		400,130		–0	–		–0	–		400,130
Standard Chartered Bank		12,847		–0	–		–0	–		12,847
State Street Bank & Trust Co.		79,006		(16,440	)		–0	–		62,566
UBS AG		56,758		(6,921	)		–0	–		49,837
Total	$	1,099,764	$	(384,805	)	$	–0	–	$	714,959

2. Currency Transactions

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

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities.

37

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

The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2013, the Portfolio earned drop income of $164,044 which is included in interest income in the accompanying statement of operations.

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $2,458,292 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $2,600,978. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $58,926 and $2,231 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	5,278	$	45,771	$	48,448	$	2,601	$	2

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		61,696			59,264		$	800,336		$	696,079
Shares issued in reinvestment of dividends		–0	–		80,006			–0	–		924,871
Shares redeemed		(317,563	)		(1,774,706	)		(4,029,725	)		(20,596,189	)
Net decrease		(255,867	)		(1,635,436	)	$	(3,229,389	)	$	(18,975,239	)
Class B
Shares sold		2,439,893			3,910,605		$	30,801,823		$	45,197,855
Shares issued in reinvestment of dividends		–0	–		841,544			–0	–		9,652,511
Shares redeemed		(4,064,856	)		(7,177,099	)		(51,340,015	)		(83,129,654	)
Net decrease		(1,624,963	)		(2,424,950	)	$	(20,538,192	)	$	(28,279,288	)

38

AllianceBernstein Variable Products Series Fund

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	10,577,383	$	12,921,163
Total taxable distributions paid	$	10,577,383	$	12,921,163

39

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

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	12,599,785
Accumulated capital and other losses		(8,616,975	)(a)
Unrealized appreciation/(depreciation)		50,722,406	(b)
Total accumulated earnings/(deficit)	$	54,705,216

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $8,418,141. During the fiscal year, the Portfolio utilized $15,520,821 of capital loss carryforwards to offset current year net realized gains. At December 31, 2012, the Portfolio had a post-October short-term capital loss deferral of $198,834, which is deemed to arise on January 1, 2013.

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $8,418,141 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  8,418,141	n/a	2017

NOTE J: Subsequent Events

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

40

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.12			$10.90			$11.48			$10.66			$8.63			$13.05
Income From Investment Operations
Net investment income (a)		.12			.22			.23			.23			.24			.22	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.52			1.25			(.53	)		.88			1.89			(3.97	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(c)
Net increase (decrease) in net asset value from operations		.64			1.47			(.30	)		1.11			2.13			(3.75	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.25	)		(.28	)		(.29	)		(.10	)		(.39	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(.28	)
Total dividends and distributions		–0	–		(.25	)		(.28	)		(.29	)		(.10	)		(.67	)
Net asset value, end of period		$12.76			$12.12			$10.90			$11.48			$10.66			$8.63
Total Return
Total investment return based on net asset value (d)		5.28	%		13.63	%		(2.81	)%*		10.61	%*		24.88	%*		(30.01	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$40,725			$41,801			$55,395			$68,914			$73,120			$67,526
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.65	%(e)		.65	%		.66	%		.68	%(f)		.69	%		.75	%(f)
Expenses, before waivers/reimbursements		.65	%(e)		.65	%		.66	%		.68	%(f)		.69	%		.78	%(f)
Net investment income		1.86	%(e)		1.91	%		2.03	%		2.14	%(f)		2.66	%		3.08	%(b)(f)
Portfolio turnover rate		56	%		90	%		94	%		101	%		85	%		93	%

See footnote summary on page 42.

41

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

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

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.01			$10.80			$11.38			$10.58			$8.58			$12.97
Income From Investment Operations
Net investment income (a)		.10			.19			.20			.20			.22			.26	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.52			1.24			(.53	)		.87			1.86			(4.02	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(c)
Net increase (decrease) in net asset value from operations		.62			1.43			(.33	)		1.07			2.08			(3.76	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.22	)		(.25	)		(.27	)		(.08	)		(.35	)
Distributions from net realized gain on investment and foreign currency transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(.28	)
Total dividends and distributions		–0	–		(.22	)		(.25	)		(.27	)		(.08	)		(.63	)
Net asset value, end of period		$12.63			$12.01			$10.80			$11.38			$10.58			$8.58
Total Return
Total investment return based on net asset value (d)		5.16	%		13.38	%		(3.06	)%*		10.30	%*		24.45	%*		(30.20	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$513,550			$508,141			$483,047			$518,572			$458,669			$285,962
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.90	%(e)		.90	%		.91	%		.93	%(f)		.95	%		1.00	%(f)
Expenses, before waivers/reimbursements		.90	%(e)		.90	%		.91	%		.93	%(f)		.95	%		1.02	%(f)
Net investment income		1.61	%(e)		1.67	%		1.78	%		1.89	%(f)		2.36	%		2.48	%(b)(f)
Portfolio turnover rate		56	%		90	%		94	%		101	%		85	%		93	%

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) Annualized.

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

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

See notes to financial statements.

42

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Balanced Wealth Strategy Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.³

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/12 ($MM)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	543.0	Balanced Wealth Strategy Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $61,488 (0.01% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee evaluation was completed on July 19, 2012 and discussed with the Board of Directors on July 31-August 2, 2012.

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

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

43

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

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The agreement for such reimbursement is terminable by the Adviser on May 1^st of each year upon at least 60 days of written notice. All share classes of the Portfolio were operating below their expense caps during the most recently completed fiscal year. Accordingly, the expense limitation was of no effect. Also set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/11)		Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A    0.75% Class B    1.00%		0.66% 0.91%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ However, the Adviser represented that there is no category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

The Adviser manages The AllianceBernstein Portfolios—Balanced Wealth Strategy (“TAP—Balanced Wealth Strategy”), a retail mutual fund which has a substantially similar investment style as the Portfolio.⁵ The Adviser also manages AllianceBernstein Balanced Shares, Inc. (“Balanced Shares, Inc.), a retail mutual fund in the Balanced category, and the advisory fee schedules of TAP—Balanced Wealth Strategy and Balanced Shares, Inc. are also shown in the table below.⁶

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

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

6 There was no change to the advisory fee schedule of AllianceBernstein Balanced Shares, Inc. since the retail mutual fund had already lower breakpoints than that of the NYAG related category.

44

AllianceBernstein Variable Products Series Fund

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

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

Portfolio	ITM Mutual Fund	Fee
Balanced Wealth Strategy Portfolio	Alliance Global Balance Neutral7	0.70%

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the Portfolio’s contractual management fee⁹ estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”)¹⁰.

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

Portfolio	Contractual Management Fee11		Lipper Group Median (%)		Rank
Balanced Wealth Strategy Portfolio		0.550		0.604		4/9

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

7 This ITM is privately placed or institutional.

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

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

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

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

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

45

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

Portfolio	Total Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Exp. Group Rank		Lipper Exp. Universe Median (%)		Lipper Exp. Universe Rank
Balanced Wealth Strategy Portfolio		0.660		0.670		4/9		0.688		12/26

Based on this analysis, the Portfolio has equally favorable rankings on a management fee and total expense ratio basis.

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2011, relative to 2010.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, ABI received $1,264,561 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $3,110,664 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,310 from the Portfolio.¹⁴

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions for such transactions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications

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

14 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2011.

46

AllianceBernstein Variable Products Series Fund

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁵ study on advisory fees and various fund characteristics.¹⁶ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $407 billion as of June 30, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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

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

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

47

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

The information prepared by Lipper shows the 1, 3 and 5 year net performance returns and rankings¹⁸ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended May 31, 2012.²⁰

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Balanced Wealth Strategy Portfolio
1 year		-4.83		-2.15		-2.15		9/9		94/106
3 year		9.55		10.26		10.43		8/9		71/95
5 year		-0.76		0.76		1.58		8/9		69/72

Set forth below are the 1, 3 and 5 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2012.²¹

	Periods Ending May 31, 2012 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Balanced Wealth Strategy Portfolio		-4.83		9.55		-0.76		3.72
60% S&P 500 Stock Index / 40% Barclays Capital U.S. Aggregate Bond Index		2.55		12.49		2.12		5.16
S&P 500 Stock Index		-0.41		14.92		-0.92		4.01
Barclays Capital U.S. Aggregate Bond Index		7.12		7.12		6.72		5.73
Inception Date: July 1, 2004

CONCLUSION:

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

Dated: August 28, 2012

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

19 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

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

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

48

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Dynamic Asset Allocation Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,034.20	$	4.29		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.58	$	4.26		0.85	%
Class B
Actual	$	1,000	$	1,033.40	$	5.55		1.10	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.34	$	5.51		1.10	%

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

1

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	76,085,454		27.3	%
iShares MSCI EAFE Index Fund		2,303,061		0.8
Exxon Mobil Corp.		1,182,411		0.4
Apple, Inc.		1,090,408		0.4
Microsoft Corp.		759,660		0.3
Nestle SA		738,557		0.3
Royal Dutch Shell PLC		719,581		0.3
General Electric Co.		703,121		0.3
Google, Inc.—Class A		701,655		0.2
Johnson & Johnson		700,188		0.2
	$	84,984,096		30.5	%

PORTFOLIO BREAKDOWN^**

June 30, 2013 (unaudited)

ASSET CLASSES	CURRENT ALLOCATION
Equities
U.S. Large Cap		24.2	%
International Large Cap		25.1
U.S. Mid-Cap		3.4
U.S. Small-Cap		3.4
Emerging Market Equities		2.6
Real Estate Equities		3.1
Sub-total		61.8
Fixed Income
U.S. Bonds		38.2
Cash		0.0
Total		100.0	%

SECURITY TYPE BREAKDOWN^†

June 30, 2013 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	81,077,346		29.6	%
Governments—Treasuries		76,085,454		27.7
Investment Companies		2,903,702		1.1
Rights		534		0.0
Short-Term Investments		114,183,902		41.6
Total Investments	$	274,250,938		100.0	%

* Long-term investments.

** All data are as of June 30, 2013. The Portfolio breakdown is expressed as an approximate percentage of the Portfolio’s total investments inclusive of derivative exposure, based on the Adviser’s internal classification guidelines.

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

2

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–29.1%
FINANCIALS–6.0%
CAPITAL MARKETS–0.7%
3i Group PLC		4,278	$	21,966
Aberdeen Asset Management PLC		3,678		21,405
Ameriprise Financial, Inc.		595		48,124
Bank of New York Mellon Corp. (The)		3,365		94,388
BlackRock, Inc.–Class A		377		96,832
Charles Schwab Corp. (The)		3,190		67,724
Credit Suisse Group AG(a)		5,205		137,798
Daiwa Securities Group, Inc.		6,000		50,249
Deutsche Bank AG (REG)		3,564		149,449
E*Trade Financial Corp.(a)		820		10,381
Franklin Resources, Inc.		440		59,849
Goldman Sachs Group, Inc. (The)		1,288		194,810
Hargreaves Lansdown PLC		1,481		20,004
Invesco Ltd.		1,280		40,704
Investec PLC		3,183		20,031
Julius Baer Group Ltd.(a)		1,220		47,615
Legg Mason, Inc.		310		9,613
Macquarie Group Ltd.		890		33,945
Morgan Stanley		3,970		96,987
Nomura Holdings, Inc.		12,700		93,482
Northern Trust Corp.		610		35,319
Partners Group Holding AG		427		115,580
Ratos AB		3,049		23,646
Schroders PLC		729		24,201
State Street Corp.		1,335		87,055
T Rowe Price Group, Inc.		775		56,691
UBS AG(a)		12,709		215,720
				1,873,568
COMMERCIAL BANKS–2.2%
Aozora Bank Ltd.(a)		6,000		18,738
Australia & New Zealand Banking Group Ltd.		9,488		246,302
Banco Bilbao Vizcaya Argentaria SA		19,017		159,816
Banco de Sabadell SA(b)		7,647		12,686
Banco Espirito Santo SA(a)		5,403		4,332
Banco Popular Espanol SA(a)		4,381		13,413
Banco Santander SA		37,613		240,695
Bank Hapoalim BM(a)		2,269		10,240
Bank Leumi Le-Israel BM(a)		6,125		20,234
Bank of East Asia Ltd.		9,600		34,362
Bank of Ireland(a)		73,271		14,941
Bank of Kyoto Ltd. (The)		2,000		16,656
Bank of Yokohama Ltd. (The)		3,000		15,476
Bankia SA(a)		14,003		10,827
Barclays PLC		40,586		172,845
BB&T Corp.		2,000		67,760
Bendigo and Adelaide Bank Ltd.		3,446		31,599
BNP Paribas SA		3,501		191,662
BOC Hong Kong Holdings Ltd.		10,000		30,591
CaixaBank		3,917		12,031
Chiba Bank Ltd. (The)		2,000		13,646
Comerica, Inc.		500	$	19,915
Commerzbank AG(a)		2,916		25,332
Commonwealth Bank of Australia		5,616		353,505
Credit Agricole SA(a)		4,067		35,004
Danske Bank A/S(a)		2,288		39,031
DBS Group Holdings Ltd.		6,000		73,007
DnB ASA		2,627		38,109
Erste Group Bank AG		757		20,177
Fifth Third Bancorp		2,540		45,847
Fukuoka Financial Group, Inc.		4,000		17,013
Hang Seng Bank Ltd.		2,100		30,926
HSBC Holdings PLC		64,238		665,001
Huntington Bancshares, Inc./OH		2,415		19,030
Intesa Sanpaolo SpA		40,386		64,639
Joyo Bank Ltd. (The)		3,000		16,384
KBC Groep NV		800		29,824
KeyCorp		2,675		29,532
Lloyds Banking Group PLC(a)		147,301		141,455
M&T Bank Corp.		365		40,789
Mitsubishi UFJ Financial Group, Inc.		44,500		274,826
Mizrahi Tefahot Bank Ltd.(a)		973		9,742
Mizuho Financial Group, Inc.		79,800		165,720
National Australia Bank Ltd.		8,104		219,213
Natixis		9,006		37,814
Nordea Bank AB		7,072		78,975
Oversea-Chinese Banking Corp., Ltd.		7,000		55,028
PNC Financial Services Group, Inc. (The)		1,530		111,568
Raiffeisen Bank International AG		176		5,124
Regions Financial Corp.		4,125		39,311
Resona Holdings, Inc.		5,100		24,838
Royal Bank of Scotland Group PLC(a)		5,577		23,143
Seven Bank Ltd.(b)		5,324		19,300
Shinsei Bank Ltd.		12,000		27,250
Shizuoka Bank Ltd. (The)		1,000		10,786
Skandinaviska Enskilda Banken AB		4,967		47,420
Societe Generale SA		2,451		84,352
Standard Chartered PLC		8,415		182,693
Sumitomo Mitsui Financial Group, Inc.		4,700		215,133
Sumitomo Mitsui Trust Holdings, Inc.		11,000		51,324
SunTrust Banks, Inc.		1,540		48,618
Suruga Bank Ltd.		1,000		18,135
Svenska Handelsbanken AB		1,317		52,765
Swedbank AB		2,205		50,505
UniCredit SpA		15,077		70,483
Unione di Banche Italiane SCPA		5,202		18,812
United Overseas Bank Ltd.		4,000		62,464
US Bancorp		5,415		195,752
Wells Fargo & Co.		14,275		589,129

3

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

Company	Shares		U.S. $ Value
Westpac Banking Corp.		10,754	$	282,345
Zions Bancorporation		530		15,306
				6,131,246
CONSUMER FINANCE–0.2%
Acom Co., Ltd.(a)		620		19,724
AEON Financial Service Co., Ltd.(b)		800		22,662
American Express Co.		2,810		210,076
Capital One Financial Corp.		1,713		107,593
Credit Saison Co., Ltd.		700		17,589
Discover Financial Services		1,410		67,172
SLM Corp.		1,300		29,718
				474,534
DIVERSIFIED FINANCIAL SERVICES–0.8%
ASX Ltd.		1,453		43,816
Bank of America Corp.		31,545		405,669
Citigroup, Inc.		8,879		425,926
CME Group, Inc./IL–Class A		900		68,382
Deutsche Boerse AG		524		34,457
Eurazeo		78		4,183
Exor SpA		1,279		37,878
Groupe Bruxelles Lambert SA		217		16,344
Hong Kong Exchanges and Clearing Ltd.		2,800		42,054
ING Groep NV(a)		10,296		94,096
IntercontinentalExchange, Inc.(a)		250		44,440
Investment AB Kinnevik		2,015		51,659
Investor AB		1,705		45,764
Japan Exchange Group, Inc.		189		19,090
JPMorgan Chase & Co.		11,165		589,400
Leucadia National Corp.		855		22,418
London Stock Exchange Group PLC		969		19,696
McGraw Hill Financial, Inc.		810		43,084
Mitsubishi UFJ Lease & Finance Co., Ltd.		3,500		16,606
Moody’s Corp.		545		33,207
NASDAQ OMX Group, Inc. (The)		310		10,165
NYSE Euronext		685		28,359
ORIX Corp.		3,660		49,947
Pargesa Holding SA		18		1,199
Pohjola Bank PLC		371		5,452
Resolution Ltd.		3,866		16,746
Singapore Exchange Ltd.		3,000		16,582
				2,186,619
INSURANCE–1.3%
ACE Ltd.		985		88,138
Admiral Group PLC		819		16,498
Aegon NV		16,514		110,793
Aflac, Inc.		1,355		78,753
Ageas		943		33,088
AIA Group Ltd.		42,034		177,089
Allianz SE		1,591		232,224
Allstate Corp. (The)		1,400		67,368
American International Group, Inc.(a)		4,302	$	192,299
AMP Ltd.		7,786		30,112
AON PLC		915		58,880
Assicurazioni Generali SpA		3,139		54,869
Assurant, Inc.		210		10,691
Aviva PLC		10,280		52,985
Berkshire Hathaway, Inc.–Class B(a)		5,330		596,534
Chubb Corp. (The)		760		64,334
Cincinnati Financial Corp.		410		18,819
CNP Assurances		1,570		22,542
Dai-ichi Life Insurance Co., Ltd. (The)		23		33,018
Direct Line Insurance Group PLC		6,949		24,626
Genworth Financial, Inc.–Class A(a)		1,435		16,373
Gjensidige Forsikring ASA		1,479		21,789
Hannover Rueckversicherung SE		377		27,109
Hartford Financial Services Group, Inc.		1,225		37,877
Insurance Australia Group Ltd.		6,220		30,874
Legal & General Group PLC		20,633		53,777
Lincoln National Corp.		790		28,811
Loews Corp.		890		39,516
Mapfre SA		3,353		10,909
Marsh & McLennan Cos., Inc.		1,590		63,473
MetLife, Inc.		3,170		145,059
MS&AD Insurance Group Holdings		1,400		35,462
Muenchener Rueckversicherungs AG		626		115,004
NKSJ Holdings, Inc.		1,000		23,765
Old Mutual PLC		17,076		46,875
Principal Financial Group, Inc.		790		29,586
Progressive Corp. (The)		1,595		40,545
Prudential Financial, Inc.		1,365		99,686
Prudential PLC		8,924		145,664
QBE Insurance Group Ltd.		3,112		43,087
RSA Insurance Group PLC		9,493		17,222
Sampo		1,463		56,969
SCOR SE		935		28,697
Sony Financial Holdings, Inc.		875		13,776
Standard Life PLC		8,229		43,307
Suncorp Group Ltd.		3,459		37,568
Swiss Re AG(a)		947		70,458
T&D Holdings, Inc.		1,550		20,734
Tokio Marine Holdings, Inc.		2,400		75,732
Torchmark Corp.		285		18,565
Travelers Cos., Inc. (The)		1,130		90,310
Tryg A/S		78		6,426
Unum Group		770		22,615
Vienna Insurance Group AG Wiener Versicherung Gruppe		190		8,814
XL Group PLC		860		26,075
Zurich Insurance Group AG(a)		396		102,647
				3,658,816

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.5%
American Tower Corp.		1,165	$	85,243
Apartment Investment & Management Co.–Class A		425		12,767
AvalonBay Communities, Inc.		345		46,544
Boston Properties, Inc.		450		47,461
British Land Co. PLC		2,299		19,805
CapitaMall Trust		14,000		21,969
CFS Retail Property Trust Group(b)		11,279		20,563
Dexus Property Group		23,282		22,705
Equity Residential		940		54,576
Fonciere Des Regions		329		24,659
Gecina SA		253		27,963
Goodman Group		5,915		26,298
GPT Group		6,698		23,519
Hammerson PLC		2,197		16,290
HCP, Inc.		1,330		60,435
Health Care REIT, Inc.		775		51,948
Host Hotels & Resorts, Inc.		2,100		35,427
ICADE		296		24,416
Intu Properties PLC		2,951		14,028
Japan Real Estate Investment Corp.		2		22,341
Japan Retail Fund Investment Corp.		8		16,713
Kimco Realty Corp.		1,180		25,287
Klepierre		695		27,390
Land Securities Group PLC		2,095		28,137
Link REIT (The)		6,000		29,485
Macerich Co. (The)		410		24,998
Mirvac Group		12,834		18,789
Nippon Building Fund, Inc.		2		23,163
Plum Creek Timber Co., Inc.		480		22,402
ProLogis, Inc.		1,420		53,562
Public Storage		430		65,932
Simon Property Group, Inc.		916		144,655
Stockland		6,911		21,990
Unibail-Rodamco SE		247		57,528
Ventas, Inc.		841		58,416
Vornado Realty Trust		485		40,182
Westfield Group		5,897		61,763
Westfield Retail Trust		7,800		22,059
Weyerhaeuser Co.		1,590		45,299
				1,446,707
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%
Aeon Mall Co., Ltd.		700		17,366
CapitaLand Ltd.		11,000		26,576
CapitaMalls Asia Ltd.		21,164		30,354
CBRE Group, Inc.(a)		865		20,206
Cheung Kong Holdings Ltd.		4,000		53,938
City Developments Ltd.		3,000		25,238
Daito Trust Construction Co., Ltd.		200		18,844
Daiwa House Industry Co., Ltd.		2,000	$	37,254
Global Logistic Properties Ltd.		14,661		31,713
Hang Lung Properties Ltd.		7,000		24,247
Henderson Land Development Co., Ltd.		4,400		26,216
Hulic Co., Ltd.(b)		2,197		23,570
IMMOFINANZ AG(a)		2,501		9,332
Kerry Properties Ltd.		8,500		33,082
Lend Lease Group		3,450		26,304
Mitsubishi Estate Co., Ltd.		4,000		106,496
Mitsui Fudosan Co., Ltd.		3,000		88,200
New World Development Co., Ltd.		22,000		30,162
Nomura Real Estate Holdings, Inc.		800		17,672
NTT Urban Development Corp.		16		19,638
Sino Land Co., Ltd.		16,000		22,248
Sumitomo Realty & Development Co., Ltd.		1,000		39,854
Sun Hung Kai Properties Ltd.		5,000		64,210
Swire Pacific Ltd.		2,000		24,020
Swire Properties Ltd.		8,213		24,338
Tokyu Land Corp.		2,000		18,308
Wharf Holdings Ltd.		4,000		33,411
Wheelock & Co., Ltd.		6,000		29,859
				922,656
THRIFTS & MORTGAGE FINANCE–0.0%
Hudson City Bancorp, Inc.		1,380		12,641
People’s United Financial, Inc.		965		14,378
				27,019
				16,721,165
CONSUMER DISCRETIONARY–3.5%
AUTO COMPONENTS–0.2%
Aisin Seiki Co., Ltd.		500		19,091
BorgWarner, Inc.(a)		340		29,291
Bridgestone Corp.		2,300		78,431
Cie Generale des Etablissements Michelin–Class B		484		43,277
Continental AG		255		33,994
Delphi Automotive PLC		841		42,630
Denso Corp.		1,700		79,922
GKN PLC		4,227		19,349
Goodyear Tire & Rubber Co. (The)(a)		710		10,856
Johnson Controls, Inc.		1,980		70,864
NOK Corp.		700		11,098
Nokian Renkaat Oyj		392		15,951
Sumitomo Rubber Industries Ltd.(b)		1,200		19,589
Toyota Industries Corp.		500		20,419
				494,762
AUTOMOBILES–0.7%
Bayerische Motoren Werke AG		1,156		100,891
Daihatsu Motor Co., Ltd.		1,000		18,941

5

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

Company	Shares		U.S. $ Value
Daimler AG		3,166	$	191,128
Fiat SpA(a)		1,624		11,326
Ford Motor Co.		11,420		176,667
Fuji Heavy Industries Ltd.		2,000		49,388
General Motors Co.(a)		2,240		74,614
Harley-Davidson, Inc.		650		35,633
Honda Motor Co., Ltd.		5,700		211,752
Isuzu Motors Ltd.		3,000		20,508
Mazda Motor Corp.(a)		11,000		43,488
Mitsubishi Motors Corp.(a)		14,000		19,163
Nissan Motor Co., Ltd.		8,700		87,197
Porsche Automobil Holding SE (Preference Shares)		412		31,816
Renault SA		588		39,606
Suzuki Motor Corp.		1,000		23,050
Toyota Motor Corp.		9,600		579,051
Volkswagen AG		140		27,219
Volkswagen AG (Preference Shares)		505		102,002
Yamaha Motor Co., Ltd.		1,000		12,952
				1,856,392
DISTRIBUTORS–0.0%
Genuine Parts Co.		440		34,351
Jardine Cycle & Carriage Ltd.		1,000		33,434
				67,785
DIVERSIFIED CONSUMER SERVICES–0.0%
Benesse Holdings, Inc.		300		10,823
Gree, Inc.(b)		682		6,051
H&R Block, Inc.		770		21,368
				38,242
HOTELS, RESTAURANTS & LEISURE–0.5%
Accor SA		750		26,363
Carnival Corp.		1,285		44,063
Carnival PLC		487		16,928
Chipotle Mexican Grill, Inc.–Class A(a)		94		34,249
Compass Group PLC		6,416		81,981
Crown Ltd.		2,537		27,968
Darden Restaurants, Inc.		370		18,678
Flight Centre Ltd.(b)		471		16,865
Galaxy Entertainment Group Ltd.(a)		8,911		43,114
Genting Singapore PLC		22,000		22,813
InterContinental Hotels Group PLC		729		20,035
International Game Technology		730		12,198
Marriott International, Inc./DE–Class A		695		28,057
McDonald’s Corp.		2,930		290,070
McDonald’s Holdings Co. Japan Ltd.(b)		500		13,875
OPAP SA		600		5,021
Oriental Land Co., Ltd./Japan		200		30,951
Sands China Ltd.		7,700		36,179
SJM Holdings Ltd.		13,014	$	31,281
SKYCITY Entertainment Group Ltd.		1,551		5,233
Sodexo		292		24,325
Starbucks Corp.		2,160		141,458
Starwood Hotels & Resorts Worldwide, Inc.		545		34,439
Tatts Group Ltd.		6,512		18,811
TUI Travel PLC		4,541		24,620
Whitbread PLC		478		22,236
William Hill PLC		3,391		22,740
Wyndham Worldwide Corp.		400		22,892
Wynn Macau Ltd.		10,107		27,250
Wynn Resorts Ltd.		260		33,280
Yum! Brands, Inc.		1,295		89,795
				1,267,768
HOUSEHOLD DURABLES–0.1%
DR Horton, Inc.		805		17,130
Electrolux AB		1,181		29,802
Garmin Ltd.(b)		320		11,571
Harman International Industries, Inc.		190		10,298
Leggett & Platt, Inc.		375		11,659
Lennar Corp.–Class A		450		16,218
Newell Rubbermaid, Inc.		825		21,656
Panasonic Corp.(a)		7,700		62,001
Persimmon PLC(a)		752		13,499
PulteGroup, Inc.(a)		985		18,686
Rinnai Corp.		200		14,221
Sekisui Chemical Co., Ltd.		2,000		21,237
Sekisui House Ltd.		2,000		28,897
Sharp Corp./Japan(a)		9,000		36,238
Sony Corp.		3,500		73,942
Whirlpool Corp.		250		28,590
				415,645
INTERNET & CATALOG RETAIL–0.2%
Amazon.com, Inc.(a)		1,060		294,351
Expedia, Inc.		262		15,759
NetFlix, Inc.(a)		166		35,041
priceline.com, Inc.(a)		157		129,860
Rakuten, Inc.		1,951		23,071
TripAdvisor, Inc.(a)		322		19,600
				517,682
LEISURE EQUIPMENT & PRODUCTS–0.0%
Hasbro, Inc.		300		13,449
Mattel, Inc.		985		44,630
Nikon Corp.		900		21,028
Sankyo Co., Ltd.		300		14,176
Sega Sammy Holdings, Inc.		700		17,541
Shimano, Inc.(b)		200		17,037
				127,861
MEDIA–0.8%
Axel Springer AG(b)		401		17,065

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
British Sky Broadcasting Group PLC		4,358	$	52,501
Cablevision Systems Corp.		580		9,756
CBS Corp.–Class B		1,690		82,590
Comcast Corp.–Class A		7,670		321,220
Dentsu, Inc.		500		17,297
DIRECTV(a)		1,665		102,597
Discovery Communications, Inc.–Class A(a)		695		53,661
Eutelsat Communications SA		1,052		29,846
Gannett Co., Inc.		650		15,899
Interpublic Group of Cos., Inc. (The)		1,195		17,387
ITV PLC		12,555		26,768
JCDecaux SA		1,374		37,400
Kabel Deutschland Holding AG		522		57,316
Lagardere SCA		508		14,174
News Corp.–Class A		5,835		190,221
Omnicom Group, Inc.		760		47,781
Pearson PLC		2,851		50,703
Publicis Groupe SA		494		35,182
Reed Elsevier NV		2,970		49,464
Reed Elsevier PLC		5,173		58,828
Scripps Networks Interactive, Inc.–Class A		270		18,025
SES SA		971		27,821
Telenet Group Holding NV		194		8,904
Time Warner Cable, Inc.–Class A		865		97,295
Time Warner, Inc.		2,745		158,716
Toho Co., Ltd./Tokyo		1,000		20,568
Viacom, Inc.–Class B		1,310		89,146
Walt Disney Co. (The)		5,275		333,116
Washington Post Co. (The)–Class B		11		5,322
WPP PLC		4,410		75,379
				2,121,948
MULTILINE RETAIL–0.2%
Dollar General Corp.(a)		890		44,883
Dollar Tree, Inc.(a)		650		33,046
Family Dollar Stores, Inc.		265		16,512
Isetan Mitsukoshi Holdings Ltd.		1,300		17,262
J Front Retailing Co., Ltd.		3,000		23,924
JC Penney Co., Inc.(a)(b)		400		6,832
Kohl’s Corp.		610		30,811
Macy’s, Inc.		1,155		55,440
Marks & Spencer Group PLC		4,312		28,215
Next PLC		452		31,310
Nordstrom, Inc.		430		25,774
Target Corp.		1,915		131,867
				445,876
SPECIALTY RETAIL–0.5%
Abercrombie & Fitch Co.–Class A		230		10,407
AutoNation, Inc.(a)		95		4,122
AutoZone, Inc.(a)		125		52,961
Bed Bath & Beyond, Inc.(a)		655		46,439
Best Buy Co., Inc.		760		20,771
CarMax, Inc.(a)		670	$	30,927
Fast Retailing Co., Ltd.		200		67,501
GameStop Corp.–Class A		325		13,660
Gap, Inc. (The)		865		36,096
Hennes & Mauritz AB–Class B		3,314		109,035
Home Depot, Inc. (The)		4,370		338,544
Inditex SA		761		93,866
Kingfisher PLC		10,966		57,175
L Brands, Inc.		695		34,229
Lowe’s Cos., Inc.		3,240		132,516
Nitori Holdings Co., Ltd.		450		36,229
O’Reilly Automotive, Inc.(a)		320		36,038
PetSmart, Inc.		320		21,437
Ross Stores, Inc.		660		42,775
Sanrio Co., Ltd.(b)		500		23,194
Shimamura Co., Ltd.		100		12,139
Staples, Inc.		1,945		30,848
Tiffany & Co.		345		25,130
TJX Cos., Inc.		2,110		105,627
Urban Outfitters, Inc.(a)		295		11,865
USS Co., Ltd.		100		12,677
Yamada Denki Co., Ltd.(b)		270		10,932
				1,417,140
TEXTILES, APPAREL & LUXURY GOODS–0.3%
Adidas AG		730		78,912
Burberry Group PLC		1,179		24,255
Christian Dior SA		166		26,818
Cie Financiere Richemont SA (SWX Europe)		1,403		123,728
Coach, Inc.		830		47,385
Fossil Group, Inc.(a)		169		17,459
Hugo Boss AG		198		21,772
Kering		205		41,715
Li & Fung Ltd.		16,000		21,767
Luxottica Group SpA		759		38,402
LVMH Moet Hennessy Louis Vuitton SA		886		143,846
NIKE, Inc.–Class B		2,110		134,365
PVH Corp.		245		30,637
Ralph Lauren Corp.		190		33,010
Swatch Group AG (The)		103		56,262
Swatch Group AG (The) (REG)		522		49,086
VF Corp.		265		51,161
				940,580
				9,711,681
HEALTH CARE–3.4%
BIOTECHNOLOGY–0.4%
Actelion Ltd.(a)		608		36,625
Alexion Pharmaceuticals, Inc.(a)		580		53,499
Amgen, Inc.		2,203		217,348
Biogen Idec, Inc.(a)		715		153,868
Celgene Corp.(a)		1,240		144,968
CSL Ltd.		1,751		98,613
Elan Corp. PLC(a)		2,134		29,947
Gilead Sciences, Inc.(a)		4,430		226,860
Grifols SA		552		20,280

7

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

Company	Shares		U.S. $ Value
Novozymes A/S		858	$	27,482
Regeneron Pharmaceuticals, Inc.(a)		240		53,971
				1,063,461
HEALTH CARE EQUIPMENT & SUPPLIES–0.4%
Abbott Laboratories		4,565		159,227
Baxter International, Inc.		1,580		109,447
Becton Dickinson and Co.		580		57,321
Boston Scientific Corp.(a)		3,960		36,709
CareFusion Corp.(a)		640		23,584
Coloplast A/S		305		17,078
Covidien PLC		1,375		86,405
CR Bard, Inc.		215		23,366
DENTSPLY International, Inc.		380		15,565
Edwards Lifesciences Corp.(a)		345		23,184
Essilor International SA		715		76,175
Getinge AB		997		30,270
Intuitive Surgical, Inc.(a)		155		78,520
Medtronic, Inc.		2,960		152,351
Olympus Corp.(a)		900		27,349
Smith & Nephew PLC		3,373		37,777
Sonova Holding AG(a)		351		37,134
St Jude Medical, Inc.		815		37,188
Stryker Corp.		825		53,361
Sysmex Corp.		200		13,099
Terumo Corp.		400		19,883
Varian Medical Systems, Inc.(a)		295		19,898
William Demant Holding A/S(a)		158		13,054
Zimmer Holdings, Inc.		485		36,346
				1,184,291
HEALTH CARE PROVIDERS & SERVICES–0.4%
Aetna, Inc.		1,117		70,974
AmerisourceBergen Corp.–Class A		685		38,244
Cardinal Health, Inc.		995		46,964
CIGNA Corp.		815		59,079
DaVita HealthCare Partners, Inc.(a)		275		33,220
Express Scripts Holding Co.(a)		2,389		147,377
Fresenius Medical Care AG & Co. KGaA		564		39,977
Fresenius SE & Co. KGaA		333		40,986
Humana, Inc.		465		39,237
Laboratory Corp. of America Holdings(a)		275		27,527
McKesson Corp.		665		76,142
Medipal Holdings Corp.		1,500		20,337
Patterson Cos., Inc.		210		7,896
Quest Diagnostics, Inc.		450		27,284
Ramsay Health Care Ltd.		490		16,016
Sonic Healthcare Ltd.		1,715		23,299
Suzuken Co., Ltd./Aichi Japan		600		20,193
Tenet Healthcare Corp.(a)		293		13,507
UnitedHealth Group, Inc.		2,985		195,458
WellPoint, Inc.		900		73,656
				1,017,373
HEALTH CARE TECHNOLOGY–0.0%
Cerner Corp.(a)		440	$	42,279
LIFE SCIENCES TOOLS & SERVICES–0.1%
Agilent Technologies, Inc.		995		42,546
Life Technologies Corp.(a)		515		38,115
PerkinElmer, Inc.		305		9,913
QIAGEN NV(a)		2,306		45,123
Thermo Fisher Scientific, Inc.		1,035		87,592
Waters Corp.(a)		245		24,512
				247,801
PHARMACEUTICALS–2.1%
AbbVie, Inc.		4,595		189,957
Actavis, Inc.(a)		375		47,333
Allergan, Inc./United States		900		75,816
Astellas Pharma, Inc.		1,600		86,919
AstraZeneca PLC		4,346		205,474
Bayer AG		2,886		307,274
Bristol-Myers Squibb Co.		4,765		212,948
Chugai Pharmaceutical Co., Ltd.(b)		700		14,490
Daiichi Sankyo Co., Ltd.		1,800		29,997
Dainippon Sumitomo Pharma Co., Ltd.		1,400		18,516
Eisai Co., Ltd.		700		28,528
Eli Lilly & Co.		2,915		143,185
Forest Laboratories, Inc.(a)		665		27,265
GlaxoSmithKline PLC		17,135		428,310
Hisamitsu Pharmaceutical Co., Inc.(b)		300		15,223
Hospira, Inc.(a)		480		18,389
Johnson & Johnson		8,155		700,188
Kyowa Hakko Kirin Co., Ltd.		1,000		11,303
Merck & Co., Inc.		8,805		408,992
Merck KGaA		204		31,024
Mitsubishi Tanabe Pharma Corp.		1,000		12,938
Mylan, Inc./PA(a)		1,155		35,840
Novartis AG		8,028		568,628
Novo Nordisk A/S–Class B		1,421		220,912
Ono Pharmaceutical Co., Ltd.		200		13,614
Orion Oyj		259		6,069
Otsuka Holdings Co., Ltd.		975		32,193
Perrigo Co.		250		30,250
Pfizer, Inc.		19,586		548,604
Roche Holding AG		2,452		608,579
Sanofi		4,157		429,753
Santen Pharmaceutical Co., Ltd.		500		21,637
Shionogi & Co., Ltd.		1,000		20,853
Shire PLC		1,956		61,986
Taisho Pharmaceutical Holdings Co., Ltd.		172		12,208
Takeda Pharmaceutical Co., Ltd.		2,800		126,263
Teva Pharmaceutical Industries Ltd.		2,868		112,247
UCB SA		416		22,331
Zoetis, Inc.(b)		1,446		44,667
				5,930,703
				9,485,908

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INFORMATION TECHNOLOGY–3.3%
COMMUNICATIONS EQUIPMENT–0.3%
Cisco Systems, Inc.		15,540	$	377,777
F5 Networks, Inc.(a)		220		15,136
Harris Corp.		335		16,499
JDS Uniphase Corp.(a)		680		9,778
Juniper Networks, Inc.(a)		1,480		28,579
Motorola Solutions, Inc.		815		47,050
Nokia Oyj(a)(b)		13,071		48,728
QUALCOMM, Inc.		5,000		305,400
Telefonaktiebolaget LM Ericsson–Class B		10,621		120,440
				969,387
COMPUTERS & PERIPHERALS–0.6%
Apple, Inc.		2,753		1,090,408
Dell, Inc.		4,250		56,738
EMC Corp./MA		6,125		144,673
Fujitsu Ltd.		5,000		20,685
Gemalto NV(b)		323		29,245
Hewlett-Packard Co.		5,690		141,112
NEC Corp.		9,000		19,709
NetApp, Inc.(a)		1,030		38,913
SanDisk Corp.(a)		700		42,770
Seagate Technology PLC		910		40,795
Toshiba Corp.		14,000		67,110
Western Digital Corp.		630		39,117
				1,731,275
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.2%
Amphenol Corp.–Class A		455		35,463
Corning, Inc.		4,295		61,118
FLIR Systems, Inc.		420		11,327
Fujifilm Holdings Corp.		1,200		26,392
Hamamatsu Photonics KK(b)		600		21,668
Hexagon AB		938		25,074
Hirose Electric Co., Ltd.		100		13,171
Hitachi High-Technologies Corp.		600		14,470
Hitachi Ltd.		16,000		102,520
Hoya Corp.		1,200		24,682
Jabil Circuit, Inc.		535		10,903
Keyence Corp.		200		63,722
Kyocera Corp.		500		50,873
Molex, Inc.		385		11,296
Murata Manufacturing Co., Ltd.		700		53,246
Omron Corp.		700		20,869
TDK Corp.		900		31,014
TE Connectivity Ltd.		1,210		55,103
				632,911
INTERNET SOFTWARE & SERVICES–0.4%
Akamai Technologies, Inc.(a)		515		21,913
Dena Co., Ltd.(b)		529		10,357
eBay, Inc.(a)		3,405	$	176,106
Google, Inc.–Class A(a)		797		701,655
United Internet AG		552		15,561
VeriSign, Inc.(a)		435		19,427
Yahoo Japan Corp.		43		21,174
Yahoo!, Inc.(a)		2,825		70,936
				1,037,129
IT SERVICES–0.6%
Accenture PLC–Class A		1,895		136,364
Amadeus IT Holding SA		1,322		42,311
Automatic Data Processing, Inc.		1,410		97,092
Cap Gemini SA		320		15,540
Cognizant Technology Solutions Corp.–Class A(a)		875		54,784
Computer Sciences Corp.		430		18,821
Computershare Ltd.		1,449		13,586
Fidelity National Information Services, Inc.		840		35,985
Fiserv, Inc.(a)		390		34,090
International Business Machines Corp.		3,055		583,841
Mastercard, Inc.–Class A		325		186,712
Nomura Research Institute Ltd.		600		19,486
NTT Data Corp.		5		17,810
Otsuka Corp.(b)		200		22,306
Paychex, Inc.		925		33,781
SAIC, Inc.		805		11,214
Teradata Corp.(a)		465		23,357
Total System Services, Inc.		450		11,016
Visa, Inc.–Class A		1,505		275,039
Western Union Co. (The)–Class W		1,660		28,403
				1,661,538
OFFICE ELECTRONICS–0.1%
Canon, Inc.(b)		4,000		131,093
Konica Minolta, Inc.		2,000		15,053
Ricoh Co., Ltd.		2,000		23,701
Xerox Corp.		3,555		32,244
				202,091
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.4%
Advanced Micro Devices, Inc.(a)(b)		1,755		7,160
Altera Corp.		910		30,021
Analog Devices, Inc.		880		39,653
Applied Materials, Inc.		3,485		51,961
ARM Holdings PLC		4,815		58,247
ASM Pacific Technology Ltd.(b)		900		9,915
ASML Holding NV		869		68,599
Broadcom Corp.–Class A		1,520		51,315
Infineon Technologies AG		3,026		25,330
Intel Corp.		14,440		349,737
KLA-Tencor Corp.		460		25,636
Lam Research Corp.(a)		479		21,239
Linear Technology Corp.		640		23,578
LSI Corp.(a)		1,570		11,210

9

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

Company	Shares		U.S. $ Value
Mellanox Technologies Ltd.(a)		100	$	4,972
Microchip Technology, Inc.		545		20,301
Micron Technology, Inc.(a)		2,970		42,560
NVIDIA Corp.		1,785		25,044
Rohm Co., Ltd.		400		16,244
STMicroelectronics NV		4,174		37,511
Teradyne, Inc.(a)		530		9,312
Texas Instruments, Inc.		3,225		112,456
Tokyo Electron Ltd.		500		25,280
Xilinx, Inc.		735		29,113
				1,096,394
SOFTWARE–0.7%
Adobe Systems, Inc.(a)		1,460		66,518
Autodesk, Inc.(a)		635		21,552
BMC Software, Inc.(a)		385		17,379
CA, Inc.		945		27,055
Citrix Systems, Inc.(a)		540		32,578
Dassault Systemes SA		243		29,701
Electronic Arts, Inc.(a)		855		19,639
Intuit, Inc.		820		50,045
Microsoft Corp.		22,000		759,660
Nexon Co., Ltd.(b)		2,595		28,662
NICE Systems Ltd.		208		7,648
Nintendo Co., Ltd.		300		35,322
Oracle Corp.		10,780		331,161
Oracle Corp. Japan		300		12,426
Red Hat, Inc.(a)		560		26,779
Sage Group PLC (The)		3,334		17,231
Salesforce.com, Inc.(a)		1,574		60,095
SAP AG		3,215		234,769
Symantec Corp.		1,995		44,828
Trend Micro, Inc./Japan		500		15,896
				1,838,944
				9,169,669
INDUSTRIALS–3.3%
AEROSPACE & DEFENSE–0.5%
BAE Systems PLC		11,344		66,062
Boeing Co. (The)		2,010		205,904
Cobham PLC		7,675		30,601
European Aeronautic Defence and Space Co. NV		2,021		108,125
General Dynamics Corp.		960		75,197
Honeywell International, Inc.		2,305		182,879
L-3 Communications Holdings, Inc.		275		23,578
Lockheed Martin Corp.		800		86,768
Meggitt PLC		2,537		19,988
Northrop Grumman Corp.		690		57,132
Precision Castparts Corp.		440		99,444
Raytheon Co.		950		62,814
Rockwell Collins, Inc.		400		25,364
Rolls-Royce Holdings PLC(a)		6,534		112,505
Safran SA		629		32,838
Singapore Technologies Engineering Ltd.		6,000		19,765
Textron, Inc.		755		19,668
Thales SA		694	$	32,385
United Technologies Corp.		2,475		230,026
Zodiac Aerospace		227		30,057
				1,521,100
AIR FREIGHT & LOGISTICS–0.2%
CH Robinson Worldwide, Inc.		465		26,184
Deutsche Post AG		3,165		78,549
Expeditors International of Washington, Inc.		570		21,666
FedEx Corp.		865		85,272
Kuehne & Nagel International AG		432		47,397
United Parcel Service, Inc.–Class B		2,105		182,040
Yamato Holdings Co., Ltd.		1,000		21,060
				462,168
AIRLINES–0.1%
ANA Holdings Inc(b)		16,000		33,270
Cathay Pacific Airways Ltd.		20,000		34,803
Deutsche Lufthansa AG (REG)(a)		1,092		22,121
easyJet PLC		1,204		23,732
International Consolidated Airlines Group SA(a)		2,643		10,611
Japan Airlines Co., Ltd.		472		24,299
Singapore Airlines Ltd.		3,000		23,502
Southwest Airlines Co.		2,105		27,133
				199,471
BUILDING PRODUCTS–0.1%
Asahi Glass Co., Ltd.(b)		3,000		19,445
Assa Abloy AB		1,164		45,491
Cie de St-Gobain		1,080		43,762
Daikin Industries Ltd.		600		24,252
LIXIL Group Corp.		700		17,046
Masco Corp.		1,005		19,588
TOTO Ltd.		2,000		20,336
				189,920
COMMERCIAL SERVICES & SUPPLIES–0.1%
ADT Corp. (The)(a)		647		25,783
Aggreko PLC		718		17,946
Avery Dennison Corp.		285		12,187
Babcock International Group PLC		1,121		18,823
Brambles Ltd.		4,179		35,597
Cintas Corp.		285		12,979
Dai Nippon Printing Co., Ltd.		2,000		18,249
Edenred		818		25,047
G4S PLC		3,792		13,371
Iron Mountain, Inc.		464		12,347
Pitney Bowes, Inc.(b)		555		8,147
Republic Services, Inc.–Class A		850		28,849
Secom Co., Ltd.		600		32,622
Serco Group PLC		1,802		16,946
Societe BIC SA		221		22,170

10

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Stericycle, Inc.(a)		260	$	28,712
Toppan Printing Co., Ltd.(b)		2,000		13,874
Tyco International Ltd.		1,345		44,318
Waste Management, Inc.		1,245		50,211
				438,178
CONSTRUCTION & ENGINEERING–0.1%
ACS Actividades de Construccion y Servicios SA		381		10,079
Bouygues SA(b)		95		2,421
Chiyoda Corp.		1,000		11,794
Ferrovial SA		1,470		23,469
Fluor Corp.		465		27,579
Jacobs Engineering Group, Inc.(a)		365		20,123
JGC Corp.		1,000		36,012
Kajima Corp.		7,000		23,207
Leighton Holdings Ltd.(b)		1,344		18,835
Obayashi Corp.		3,000		15,555
Quanta Services, Inc.(a)		615		16,273
Shimizu Corp.		2,000		8,040
Taisei Corp.		5,000		18,050
Vinci SA		1,609		80,708
				312,145
ELECTRICAL EQUIPMENT–0.3%
ABB Ltd. (REG)(a)		7,675		166,255
Alstom SA(b)		729		23,914
Eaton Corp. PLC		1,394		91,739
Emerson Electric Co.		2,100		114,534
First Solar, Inc.(a)		170		7,604
Legrand SA		827		38,344
Mitsubishi Electric Corp.		7,000		65,409
Nidec Corp.(b)		300		20,989
Prysmian SpA		1,074		20,035
Rockwell Automation, Inc.		430		35,750
Roper Industries, Inc.		275		34,161
Schneider Electric SA		1,836		133,343
Sumitomo Electric Industries Ltd.		2,000		23,808
				775,885
INDUSTRIAL CONGLOMERATES–0.5%
3M Co.		1,855		202,844
Danaher Corp.		1,690		106,977
General Electric Co.		30,320		703,121
Hutchison Whampoa Ltd.		6,000		62,774
Keppel Corp., Ltd.		4,000		32,717
Koninklijke Philips NV		3,341		91,079
Siemens AG		2,922		295,892
Smiths Group PLC		1,055		20,989
				1,516,393
MACHINERY–0.7%
Alfa Laval AB		3,611		73,756
Andritz AG		267		13,699
Atlas Copco AB		1,715		36,702
Atlas Copco AB–Class A		1,805		43,504
Caterpillar, Inc.		1,935		159,618
Cummins, Inc.		550	$	59,653
Deere & Co.		1,135		92,219
Dover Corp.		485		37,665
FANUC Corp.		700		101,309
Fiat Industrial SpA		2,876		32,015
Flowserve Corp.		510		27,545
GEA Group AG		896		31,725
Hino Motors Ltd.		2,000		29,348
Hitachi Construction Machinery Co., Ltd.(b)		700		14,119
IHI Corp.		6,000		22,701
Illinois Tool Works, Inc.		1,225		84,733
IMI PLC		1,172		22,090
Ingersoll-Rand PLC		805		44,694
Invensys PLC		3,174		19,876
Joy Global, Inc.		285		13,831
JTEKT Corp.		1,400		15,692
Kawasaki Heavy Industries Ltd.		5,000		15,345
Komatsu Ltd.		3,300		76,005
Kone Oyj		544		43,150
Kubota Corp.		4,000		58,213
Makita Corp.		400		21,505
MAN SE		201		21,913
Melrose Industries PLC		5,848		22,165
Metso Oyj		447		15,141
Mitsubishi Heavy Industries Ltd.		11,000		61,155
NGK Insulators Ltd.		1,000		12,358
NSK Ltd.		2,000		19,080
PACCAR, Inc.		1,010		54,197
Pall Corp.		345		22,918
Parker Hannifin Corp.		445		42,453
Pentair Ltd.		610		35,191
Sandvik AB		2,698		32,223
Scania AB		1,673		33,472
Schindler Holding AG (REG)		271		36,703
SembCorp Marine Ltd.(b)		7,000		23,721
SKF AB		1,658		38,842
SMC Corp./Japan		200		40,095
Snap-On, Inc.		170		15,195
Stanley Black & Decker, Inc.		465		35,944
Volvo AB–Class B		3,741		49,922
Wartsila Oyj Abp		586		25,459
Weir Group PLC (The)		651		21,287
Xylem, Inc./NY		535		14,413
Zardoya Otis SA		1,239		17,546
				1,882,105
MARINE–0.0%
AP Moeller–Maersk A/S		4		28,614
AP Moeller–Maersk A/S (Line of A Shares)		3		20,199
Mitsui OSK Lines Ltd.(a)		4,000		15,545
Nippon Yusen KK		5,000		13,229
				77,587
PROFESSIONAL SERVICES–0.1%
Adecco SA(a)		507		28,874
Bureau Veritas SA		1,236		32,007

11

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

Company	Shares		U.S. $ Value
Capita PLC		1,758	$	25,841
Dun & Bradstreet Corp. (The)		115		11,207
Equifax, Inc.		355		20,920
Experian PLC		3,525		61,264
Intertek Group PLC		431		19,159
Robert Half International, Inc.		385		12,793
SGS SA		24		51,526
				263,591
ROAD & RAIL–0.3%
Asciano Ltd.		1,409		6,444
Aurizon Holdings Ltd.		6,403		24,322
Central Japan Railway Co.		503		61,306
CSX Corp.		2,960		68,642
DSV A/S		511		12,448
East Japan Railway Co.		1,200		93,399
Hankyu Hanshin Holdings, Inc.		3,000		17,075
Kansas City Southern		320		33,907
Keikyu Corp.		2,000		17,170
Keio Corp.		2,000		13,741
Keisei Electric Railway Co., Ltd.		2,000		18,737
Kintetsu Corp.		4,000		17,560
MTR Corp., Ltd.		7,000		25,544
Nippon Express Co., Ltd.		3,000		14,246
Norfolk Southern Corp.		940		68,291
Odakyu Electric Railway Co., Ltd.		2,000		19,531
Ryder System, Inc.		165		10,030
Tobu Railway Co., Ltd.		3,000		15,461
Tokyu Corp.		3,000		19,643
Union Pacific Corp.		1,375		212,135
West Japan Railway Co.		457		19,382
				789,014
TRADING COMPANIES & DISTRIBUTORS–0.2%
Brenntag AG		189		28,727
Bunzl PLC		916		17,866
Fastenal Co.		780		35,763
ITOCHU Corp.		5,000		57,820
Marubeni Corp.		6,000		40,100
Mitsubishi Corp.		4,900		83,710
Mitsui & Co., Ltd.		6,100		76,495
Sumitomo Corp.		3,900		48,608
Toyota Tsusho Corp.		700		17,999
Travis Perkins PLC		732		16,208
Wolseley PLC		956		44,109
WW Grainger, Inc.		180		45,392
				512,797
TRANSPORTATION INFRASTRUCTURE–0.1%
Abertis Infraestructuras SA		986		17,180
Aeroports de Paris		305		29,649
Atlantia SpA		1,440		23,487
Auckland International Airport Ltd.		4,070		9,361
Hutchison Port Holdings Trust		43,553		31,894
Koninklijke Vopak NV		502		29,630
Mitsubishi Logistics Corp.		1,000	$	13,954
Sydney Airport		14,466		44,636
Transurban Group		3,826		23,627
				223,418
				9,163,772
CONSUMER STAPLES–3.2%
BEVERAGES–0.8%
Anheuser-Busch InBev NV		2,804		252,453
Asahi Group Holdings Ltd.		1,000		24,772
Beam, Inc.		450		28,399
Brown-Forman Corp.–Class B		452		30,533
Carlsberg A/S		373		33,352
Coca-Cola Amatil Ltd.		1,634		18,932
Coca-Cola Co. (The)		11,180		448,430
Coca-Cola Enterprises, Inc.		750		26,370
Coca-Cola HBC AG(a)		542		12,687
Constellation Brands, Inc.–Class A(a)		420		21,890
Diageo PLC		8,745		250,774
Dr Pepper Snapple Group, Inc.		570		26,180
Heineken NV		2,395		152,445
Kirin Holdings Co., Ltd.(b)		3,000		46,993
Molson Coors Brewing Co.–Class B		450		21,537
Monster Beverage Corp.(a)		410		24,916
PepsiCo, Inc.		4,525		370,100
Pernod-Ricard SA		741		82,246
Remy Cointreau SA		195		20,691
SABMiller PLC		3,342		160,227
Treasury Wine Estates Ltd.		5,315		28,242
				2,082,169
FOOD & STAPLES RETAILING–0.6%
Aeon Co., Ltd.		1,600		21,026
Carrefour SA		1,552		42,628
Casino Guichard Perrachon SA		225		21,084
Colruyt SA		204		10,734
Costco Wholesale Corp.		1,265		139,871
CVS Caremark Corp.		3,580		204,704
Delhaize Group SA		404		24,976
Distribuidora Internacional de Alimentacion SA		2,417		18,259
FamilyMart Co., Ltd.		300		12,801
J Sainsbury PLC		3,281		17,733
Jeronimo Martins SGPS SA		937		19,749
Kesko Oyj		171		4,750
Kroger Co. (The)		1,465		50,601
Lawson, Inc.		200		15,262
Metro AG		1,551		49,008
Safeway, Inc.		695		16,444
Seven & I Holdings Co., Ltd.		2,600		95,221
Sysco Corp.		1,705		58,243
Tesco PLC		28,066		141,335
Wal-Mart Stores, Inc.		4,863		362,245
Walgreen Co.		2,495		110,279
Wesfarmers Ltd.		3,513		127,122

12

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Whole Foods Market, Inc.		1,020	$	52,510
WM Morrison Supermarkets PLC		6,401		25,479
Woolworths Ltd.		4,301		128,843
				1,770,907
FOOD PRODUCTS–0.8%
Ajinomoto Co., Inc.		2,000		29,338
Archer-Daniels-Midland Co.		1,915		64,938
Associated British Foods PLC		1,705		44,978
Campbell Soup Co.		525		23,515
ConAgra Foods, Inc.		1,185		41,392
Danone SA		2,020		152,042
DE Master Blenders 1753 NV(a)		1,580		25,296
General Mills, Inc.		1,885		91,479
Hershey Co. (The)		450		40,176
Hormel Foods Corp.		375		14,468
JM Smucker Co. (The)		345		35,587
Kellogg Co.		715		45,924
Kerry Group PLC		521		28,754
Kikkoman Corp.		1,000		16,635
Kraft Foods Group, Inc.		1,728		96,543
Lindt & Spruengli AG (REG)		1		43,511
McCormick & Co., Inc./MD		375		26,385
Mead Johnson Nutrition Co.–Class A		610		48,330
MEIJI Holdings Co., Ltd.		300		14,407
Mondelez International, Inc.		5,185		147,928
Nestle SA		11,255		738,557
Nippon Meat Packers, Inc.		1,000		15,296
Nissin Foods Holdings Co., Ltd.		400		16,176
Orkla ASA		2,074		16,981
Tate & Lyle PLC		1,256		15,759
Toyo Suisan Kaisha Ltd.		1,000		33,273
Tyson Foods, Inc.–Class A		825		21,186
Unilever NV		4,379		172,376
Unilever PLC		4,479		181,320
Wilmar International Ltd.		9,000		22,259
Yakult Honsha Co., Ltd.(b)		400		16,587
				2,281,396
HOUSEHOLD PRODUCTS–0.4%
Clorox Co. (The)		370		30,762
Colgate-Palmolive Co.		2,550		146,089
Henkel AG & Co. KGaA		366		28,665
Henkel AG & Co. KGaA (Preference Shares)		479		44,983
Kimberly-Clark Corp.		1,115		108,311
Procter & Gamble Co. (The)		7,965		613,225
Reckitt Benckiser Group PLC		2,259		159,794
Svenska Cellulosa AB–Class B		2,115		53,041
Unicharm Corp.		300		16,968
				1,201,838
PERSONAL PRODUCTS–0.1%
Avon Products, Inc.		1,255		26,393
Beiersdorf AG		310		27,004
Estee Lauder Cos., Inc. (The)–Class A		690		45,381
Kao Corp.		1,800		61,275
L’Oreal SA		849	$	139,562
Shiseido Co., Ltd.		1,000		14,879
				314,494
TOBACCO–0.5%
Altria Group, Inc.		5,860		205,041
British American Tobacco PLC		6,744		345,897
Imperial Tobacco Group PLC		3,444		119,419
Japan Tobacco, Inc.		3,839		135,507
Lorillard, Inc.		1,090		47,611
Philip Morris International, Inc.		4,800		415,776
Reynolds American, Inc.		935		45,226
Swedish Match AB		831		29,496
				1,343,973
				8,994,777
ENERGY–2.6%
ENERGY EQUIPMENT & SERVICES–0.4%
Aker Solutions ASA		1,244		16,983
AMEC PLC		1,606		24,562
Baker Hughes, Inc.		1,260		58,124
Cameron International Corp.(a)		720		44,035
Cie Generale de Geophysique-Veritas(a)		470		10,414
Diamond Offshore Drilling, Inc.		190		13,070
Ensco PLC–Class A		650		37,778
FMC Technologies, Inc.(a)		710		39,533
Fugro NV		538		29,233
Halliburton Co.		2,690		112,227
Helmerich & Payne, Inc.		285		17,798
Nabors Industries Ltd.		815		12,478
National Oilwell Varco, Inc.		1,255		86,469
Noble Corp.		725		27,246
Petrofac Ltd.		697		12,688
Rowan Cos., PLC(a)		355		12,095
Saipem SpA		1,479		24,006
Schlumberger Ltd.		3,885		278,399
Seadrill Ltd.		946		38,101
Subsea 7 SA(a)		1,066		18,690
Technip SA		267		27,136
Tenaris SA		1,269		25,416
Transocean Ltd.		1,255		60,261
WorleyParsons Ltd.		885		15,678
				1,042,420
OIL, GAS & CONSUMABLE FUELS–2.2%
Anadarko Petroleum Corp.		1,445		124,169
Apache Corp.		1,145		95,985
BG Group PLC		11,872		201,753
BP PLC		66,535		461,749
Cabot Oil & Gas Corp.		620		44,032
Caltex Australia Ltd.		1,410		23,192
Chesapeake Energy Corp.		1,495		30,468
Chevron Corp.		5,680		672,171
ConocoPhillips		3,570		215,985
Consol Energy, Inc.		640		17,344
Denbury Resources, Inc.(a)		1,060		18,359

13

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

Company	Shares		U.S. $ Value
Devon Energy Corp.		1,120	$	58,106
ENI SpA		8,878		182,212
EOG Resources, Inc.		805		106,002
EQT Corp.		440		34,923
Exxon Mobil Corp.		13,087		1,182,411
Galp Energia SGPS SA		943		13,979
Hess Corp.		890		59,176
Idemitsu Kosan Co., Ltd.(b)		300		22,997
Inpex Corp.		6		24,937
JX Holdings, Inc.		6,000		28,971
Kinder Morgan, Inc./DE		1,825		69,624
Lundin Petroleum AB(a)		856		16,931
Marathon Oil Corp.		2,055		71,062
Marathon Petroleum Corp.		962		68,360
Murphy Oil Corp.		505		30,750
Neste Oil Oyj		339		4,947
Newfield Exploration Co.(a)		370		8,839
Noble Energy, Inc.		1,050		63,042
Occidental Petroleum Corp.		2,350		209,691
OMV AG		514		23,187
Origin Energy Ltd.		2,920		33,461
Peabody Energy Corp.		745		10,907
Phillips 66		1,810		106,627
Pioneer Natural Resources Co.		415		60,071
QEP Resources, Inc.		475		13,196
Range Resources Corp.		500		38,660
Repsol SA		2,909		61,394
Royal Dutch Shell PLC–Class A		13,046		416,741
Royal Dutch Shell PLC–Class B		9,144		302,840
Santos Ltd.		2,539		28,914
Southwestern Energy Co.(a)		995		36,347
Spectra Energy Corp.		1,935		66,680
Statoil ASA		3,895		80,463
Tesoro Corp.		375		19,620
TonenGeneral Sekiyu KK(b)		2,000		19,353
Total SA		7,432		363,002
Tullow Oil PLC		3,168		48,226
Valero Energy Corp.		1,575		54,763
Williams Cos., Inc. (The)		1,955		63,479
Woodside Petroleum Ltd.		2,300		73,250
WPX Energy, Inc.(a)		545		10,322
				6,093,670
				7,136,090
MATERIALS–1.6%
CHEMICALS–0.8%
Air Liquide SA		1,089		134,491
Air Products & Chemicals, Inc.		620		56,773
Air Water, Inc.		1,000		14,058
Airgas, Inc.		190		18,137
Akzo Nobel NV		704		39,724
Arkema SA		218		19,983
Asahi Kasei Corp.		3,000		19,794
BASF SE		3,206		285,954
CF Industries Holdings, Inc.		190		32,585
Croda International PLC		549		20,703
Dow Chemical Co. (The)		3,475		111,791
Eastman Chemical Co.		430		30,104
Ecolab, Inc.		790	$	67,300
EI du Pont de Nemours & Co.		2,745		144,113
FMC Corp.		380		23,203
Givaudan SA(a)		72		92,777
Hitachi Chemical Co., Ltd.		900		14,090
Incitec Pivot Ltd.		7,611		19,816
International Flavors & Fragrances, Inc.		250		18,790
Israel Chemicals Ltd.		1,432		14,063
Israel Corp., Ltd. (The)(a)		16		9,539
Johnson Matthey PLC		550		21,975
JSR Corp.		800		16,187
K&S AG		463		17,111
Kansai Paint Co., Ltd.		1,000		12,765
Kuraray Co., Ltd.		1,000		14,015
Lanxess AG		509		30,653
Linde AG		646		120,380
LyondellBasell Industries NV		1,100		72,886
Mitsubishi Chemical Holdings Corp.		3,500		16,404
Mitsubishi Gas Chemical Co., Inc.		2,000		14,663
Monsanto Co.		1,590		157,092
Mosaic Co. (The)		780		41,972
Nitto Denko Corp.		600		38,481
Orica Ltd.		981		18,492
PPG Industries, Inc.		450		65,885
Praxair, Inc.		890		102,492
Sherwin-Williams Co. (The)		265		46,799
Shin-Etsu Chemical Co., Ltd.		1,400		92,659
Showa Denko KK(b)		7,000		9,232
Sigma-Aldrich Corp.		355		28,528
Solvay SA		236		30,902
Sumitomo Chemical Co., Ltd.		4,000		12,546
Syngenta AG		254		99,050
Teijin Ltd.		5,000		10,952
Toray Industries, Inc.		4,000		25,847
Umicore SA		306		12,707
Yara International ASA		541		21,575
				2,340,038
CONSTRUCTION MATERIALS–0.1%
CRH PLC		2,534		51,270
Fletcher Building Ltd.		2,390		15,565
HeidelbergCement AG		440		29,480
Holcim Ltd.(a)		816		56,799
Imerys SA		286		17,560
James Hardie Industries PLC		3,449		29,616
Lafarge SA		533		32,728
Taiheiyo Cement Corp.		13,000		41,485
Vulcan Materials Co.		365		17,670
				292,173
CONTAINERS & PACKAGING–0.1%
Amcor Ltd./Australia		3,244		29,981
Ball Corp.		410		17,031
Bemis Co., Inc.		280		10,959

14

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MeadWestvaco Corp.		470	$	16,032
Owens-Illinois, Inc.(a)		460		12,783
Rexam PLC		2,122		15,400
Sealed Air Corp.		540		12,933
Toyo Seikan Group Holdings Ltd.		1,700		26,168
				141,287
METALS & MINING–0.6%
Alcoa, Inc.		3,120		24,398
Allegheny Technologies, Inc.		285		7,498
Anglo American PLC		4,854		93,540
Antofagasta PLC		1,060		12,844
ArcelorMittal (Euronext Amsterdam)		8,908		99,701
BHP Billiton Ltd.		11,209		322,627
BHP Billiton PLC		7,371		187,944
Boliden AB		1,652		20,477
Cliffs Natural Resources, Inc.(b)		430		6,988
Fortescue Metals Group Ltd.		14,926		41,089
Freeport-McMoRan Copper & Gold, Inc.		2,725		75,237
Fresnillo PLC		667		9,005
Glencore Xstrata PLC		34,718		143,714
Hitachi Metals Ltd.		3,000		33,602
Iluka Resources Ltd.		2,008		18,096
JFE Holdings, Inc.		1,200		26,290
Kobe Steel Ltd.(a)(b)		12,000		14,840
Mitsubishi Materials Corp.		1,000		3,521
Newcrest Mining Ltd.		2,055		18,970
Newmont Mining Corp.		1,445		43,278
Nippon Steel & Sumitomo Metal Corp.		27,000		72,745
Norsk Hydro ASA		6,514		26,121
Nucor Corp.		910		39,421
Randgold Resources Ltd.		234		14,828
Rio Tinto Ltd.		1,521		72,894
Rio Tinto PLC		4,679		190,290
Sumitomo Metal Mining Co., Ltd.		1,000		11,139
ThyssenKrupp AG(a)		1,305		25,581
United States Steel Corp.(b)		380		6,661
Vedanta Resources PLC		571		8,875
Voestalpine AG		442		15,631
				1,687,845
PAPER & FOREST PRODUCTS–0.0%
International Paper Co.		1,265		56,052
OJI Holdings Corp.		4,000		16,123
Stora Enso Oyj		1,482		9,924
UPM-Kymmene Oyj		1,836		17,995
				100,094
				4,561,437
TELECOMMUNICATION SERVICES–1.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%
AT&T, Inc.		16,018		567,037
Belgacom SA		409	$	9,158
Bezeq The Israeli Telecommunication Corp., Ltd.		7,158		9,517
BT Group PLC		27,493		129,073
CenturyLink, Inc.		1,800		63,630
Deutsche Telekom AG		9,803		114,210
Elisa Oyj		381		7,439
France Telecom SA		4,984		47,195
Frontier Communications Corp.(b)		2,880		11,664
HKT Trust/HKT Ltd.		18,882		17,832
Iliad SA		163		35,216
Inmarsat PLC		1,202		12,310
Koninklijke KPN NV		2,757		5,720
Nippon Telegraph & Telephone Corp.		1,500		78,181
Portugal Telecom SGPS SA(b)		2,560		9,959
Singapore Telecommunications Ltd.		28,000		82,654
Swisscom AG		62		27,142
TDC A/S		2,303		18,665
Telecom Corp. of New Zealand Ltd.		6,995		12,181
Telecom Italia SpA (ordinary shares)		28,057		19,556
Telecom Italia SpA (savings shares)		16,898		9,421
Telefonica SA(a)		14,295		183,911
Telekom Austria AG		1,044		6,607
Telenor ASA		2,746		54,544
TeliaSonera AB		5,820		37,927
Telstra Corp., Ltd.		15,412		67,003
Verizon Communications, Inc.		8,315		418,577
Vivendi SA		4,619		87,538
Windstream Corp.(b)		1,695		13,068
Ziggo NV		1,595		64,067
				2,221,002
WIRELESS TELECOMMUNICATION SERVICES–0.4%
Crown Castle International Corp.(a)		870		62,979
KDDI Corp.		1,878		97,794
Millicom International Cellular SA		641		46,166
NTT DoCoMo, Inc.		53		82,452
Softbank Corp.		3,300		192,093
Sprint Nextel Corp.(a)		8,780		61,636
StarHub Ltd.		4,000		13,152
Vodafone Group PLC		171,654		491,905
				1,048,177
				3,269,179
UTILITIES–1.0%
ELECTRIC UTILITIES–0.5%
Acciona SA(b)		125		6,590

15

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

Company	Shares		U.S. $ Value
American Electric Power Co., Inc.		1,425	$	63,812
Cheung Kong Infrastructure Holdings Ltd.		7,000		46,824
Chubu Electric Power Co., Inc.		1,700		24,081
Chugoku Electric Power Co., Inc. (The)		900		14,112
CLP Holdings Ltd.		5,000		40,419
Contact Energy Ltd.		971		3,843
Duke Energy Corp.		2,082		140,535
Edison International		965		46,474
EDP–Energias de Portugal SA		6,661		21,487
Electricite de France SA		1,042		24,181
Enel SpA		17,694		55,523
Entergy Corp.		525		36,582
Exelon Corp.		2,497		77,107
FirstEnergy Corp.		1,185		44,248
Fortum Oyj		1,551		29,055
Hokkaido Electric Power Co., Inc.(a)		1,800		24,564
Hokuriku Electric Power Co.		1,600		25,106
Iberdrola SA		16,441		86,884
Kansai Electric Power Co., Inc. (The)(a)		2,000		27,377
Kyushu Electric Power Co., Inc.(a)		1,200		18,085
NextEra Energy, Inc.		1,245		101,443
Northeast Utilities		910		38,238
Pepco Holdings, Inc.		690		13,910
Pinnacle West Capital Corp.		335		18,583
Power Assets Holdings Ltd.		3,500		30,151
PPL Corp.		1,695		51,291
Red Electrica Corp. SA(b)		291		16,001
Shikoku Electric Power Co., Inc.(a)		700		12,641
Southern Co. (The)		2,510		110,766
SP AusNet		12,753		13,682
SSE PLC		3,345		77,462
Tohoku Electric Power Co., Inc.(a)		1,400		17,480
Tokyo Electric Power Co., Inc.(a)		5,500		28,393
Verbund AG		183		3,471
Xcel Energy, Inc.		1,420		40,243
				1,430,644
GAS UTILITIES–0.1%
AGL Resources, Inc.		348		14,915
APA Group		2,828		15,497
Enagas SA		481		11,889
Gas Natural SDG SA(b)		1,513		30,483
Hong Kong & China Gas Co., Ltd.		15,400		37,577
ONEOK, Inc.		570		23,547
Osaka Gas Co., Ltd.		5,000		21,112
Snam SpA		6,059		27,589
Toho Gas Co., Ltd.(b)		2,000		10,343
Tokyo Gas Co., Ltd.		7,000		38,619
				231,571
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.0%
AES Corp./VA		1,785	$	21,402
Electric Power Development Co., Ltd.		500		15,632
Enel Green Power SpA		25,579		53,086
NRG Energy, Inc.		940		25,098
				115,218
MULTI-UTILITIES–0.4%
AGL Energy Ltd.		1,463		19,359
Ameren Corp.		660		22,730
CenterPoint Energy, Inc.		1,245		29,245
Centrica PLC		18,143		99,237
CMS Energy Corp.		770		20,921
Consolidated Edison, Inc.		830		48,397
Dominion Resources, Inc./VA		1,685		95,742
DTE Energy Co.		520		34,845
E.ON SE		6,285		103,003
GDF Suez		4,630		90,817
Integrys Energy Group, Inc.		250		14,633
National Grid PLC		12,697		143,928
NiSource, Inc.		905		25,919
PG&E Corp.		1,275		58,306
Public Service Enterprise Group, Inc.		1,455		47,520
RWE AG		1,316		41,951
RWE AG (Preference Shares)(b)		545		16,822
SCANA Corp.		395		19,395
Sempra Energy		660		53,962
Suez Environnement Co.		1,324		17,112
TECO Energy, Inc.		575		9,884
United Utilities Group PLC		2,853		29,683
Wisconsin Energy Corp.		650		26,643
				1,070,054
WATER UTILITIES–0.0%
Severn Trent PLC		639		16,181
				2,863,668
Total Common Stocks (cost $70,745,602)				81,077,346
	Principal Amount (000)
GOVERNMENTS– TREASURIES–27.3%
UNITED STATES–27.3%
U.S. Treasury Bonds
1.25%, 2/15/14	$	490		493,369
2.75%, 8/15/42		775		668,922
3.125%, 11/15/41–2/15/43		2,825		2,641,644
3.50%, 2/15/39		152		154,470
3.75%, 8/15/41		220		232,272
3.875%, 8/15/40		280		302,663
4.25%, 5/15/39		240		275,925
4.375%, 11/15/39–5/15/41		1,258		1,474,831
4.50%, 8/15/39		220		263,038

16

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
4.75%, 2/15/37–2/15/41	$	266	$	329,582
5.375%, 2/15/31		650		846,726
6.00%, 2/15/26		134		179,895
6.25%, 8/15/23–5/15/30		724		1,016,424
6.875%, 8/15/25		325		465,359
7.25%, 5/15/16–8/15/22		883		1,222,130
7.50%, 11/15/16		92		112,470
7.625%, 2/15/25		55		82,586
8.00%, 11/15/21		123		178,321
U.S. Treasury Notes
0.125%, 9/30/13–12/31/13		980		980,030
0.25%, 11/30/13–5/31/15		10,580		10,573,908
0.375%, 11/15/14–4/15/15		3,350		3,353,195
0.50%, 10/15/13(c)		1,188		1,189,346
0.50%, 10/15/14–7/31/17		3,010		2,978,348
0.75%, 6/15/14–3/31/18		6,225		6,084,216
0.875%, 11/30/16–4/30/17		2,315		2,310,544
1.00%, 1/15/14–5/31/18		5,680		5,646,377
1.25%, 3/15/14–4/30/19		1,980		1,969,204
1.375%, 11/30/15–2/28/19		1,892		1,884,538
1.625%, 8/15/22–11/15/22		2,090		1,955,384
1.75%, 7/31/15–5/15/23		2,050		1,980,486
1.875%, 10/31/17		1,100		1,131,797
2.00%, 11/30/13–2/15/23		4,244		4,182,586
2.125%, 12/31/15–8/15/21		825		839,967
2.25%, 1/31/15–11/30/17		739		770,060
2.375%, 8/31/14–7/31/17		2,504		2,581,727
2.50%, 3/31/15		148		153,637
2.625%, 7/31/14–11/15/20		4,760		4,915,860
2.75%, 5/31/17–2/15/19		1,930		2,057,273
2.75%, 12/31/17(c)		735		783,866
3.00%, 2/28/17		889		955,119
3.125%, 10/31/16–5/15/21		1,111		1,195,036
3.25%, 7/31/16(c)		1,147		1,235,535
3.375%, 11/15/19		1,055		1,160,829
3.625%, 2/15/20–2/15/21		1,425		1,588,456
3.75%, 11/15/18		615		687,503
Total Governments–Treasuries (cost $77,458,217)				76,085,454
	Shares
INVESTMENT COMPANIES–1.1%
FUNDS AND INVESTMENT TRUSTS–1.1%
iShares MSCI EAFE Index Fund		40,137		2,303,061
iShares MSCI Emerging Markets Index Fund		5,890		227,177
SPDR S&P 500 ETF Trust		2,334		373,464
Total Investment Companies (cost $3,049,265)				2,903,702
RIGHTS–0.0%
CONSUMER DISCRETIONARY–0.0%
MULTILINE RETAIL–0.0%
Groupe Fnac, expiring 10/01/13(a)		205	$	534
FINANCIALS–0.0%
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.0%
New Hotel, expiring 6/11/13(a)		275		0
Total Rights (cost $683)				534
SHORT-TERM INVESTMENTS–41.1%
INVESTMENT COMPANIES–40.4%
AllianceBernstein Fixed-Income Shares, Inc.–Government STIF Portfolio, 0.09%(d) (cost $112,374,108)		112,374,108		112,374,108
	Principal Amount (000)
U.S. TREASURY BILLS–0.7%
U.S. Treasury Bill Zero Coupon, 8/08/13(c) (cost $1,809,794)	$	1,810		1,809,794
Total Short-Term Investments (cost $114,183,902)				114,183,902
Total Investments Before Security Lending Collateral for Securities Loaned–98.6% (cost $265,437,669)				274,250,938
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.3%
INVESTMENT COMPANIES–0.3%
AllianceBernstein Exchange Reserves–Class I, 0.07%(d) (cost $936,954)		936,954		936,954
TOTAL INVESTMENTS–98.9% (cost $266,374,623)				275,187,892
Other assets less liabilities–1.1%				3,101,559
NET ASSETS–100.0%			$	278,289,451

17

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

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2013		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Futures		319		September 2013	$	11,112,916	$	10,787,585	$	(325,331	)
FTSE 100 Index Futures		81		September 2013		7,711,322		7,590,778		(120,544	)
Hang Seng Index Futures		10		July 2013		1,284,887		1,336,312		51,425
MSCI Emerging Market Mini Futures		2		September 2013		164,338		163,970		(368	)
Russell 2000 Mini Index Futures		65		September 2013		6,354,620		6,335,550		(19,070	)
S&P 500 E Mini Index Futures		312		September 2013		25,400,447		24,949,080		(451,367	)
S&P Mid 400 E Mini Index Futures		82		September 2013		9,547,316		9,494,780		(52,536	)
SPI 200 Index Futures		25		September 2013		2,706,799		2,725,930		19,131
TOPIX Index Futures		51		September 2013		5,725,143		5,815,789		90,646
U.S. T-Note 10 Yr (CBT) Futures		106		September 2013		13,743,506		13,415,625		(327,881	)
Ultra Long U.S. T-Bond Futures		28		September 2013		4,292,163		4,124,750		(167,413	)
									$	(1,303,308	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Currency Instruments
Bank of America, NA		USD	816		GBP	538		9/17/13	$	1,907
Barclays Bank PLC Wholesale		USD	264		AUD	276		9/17/13		(12,693	)
Barclays Bank PLC Wholesale		EUR	716		USD	946		9/17/13		13,960
Barclays Bank PLC Wholesale		USD	2,681		EUR	2,072		9/17/13		16,626
Barclays Bank PLC Wholesale		USD	6,946		JPY	685,172		9/17/13		(34,748	)
Barclays Bank PLC Wholesale		JPY	113,273		USD	1,158		9/17/13		15,029
Barclays Bank PLC Wholesale		USD	680		SEK	4,500		9/17/13		(10,547	)
BNP Paribas SA		AUD	407		USD	371		9/17/13		899
BNP Paribas SA		USD	2,808		AUD	3,045		9/17/13		(38,375	)
BNP Paribas SA		USD	1,861		EUR	1,421		9/17/13		(10,714	)
BNP Paribas SA		JPY	741,477		USD	7,636		9/17/13		157,312
BNP Paribas SA		USD	2,181		JPY	216,714		9/17/13		5,057
Brown Brothers Harriman & Co.		EUR	206		USD	268		9/17/13		133
Deutsche Bank AG London		EUR	743		USD	981		9/17/13		13,103
Deutsche Bank AG London		USD	543		JPY	54,345		9/17/13		5,436
HSBC Bank USA		GBP	320		USD	494		9/17/13		7,885
HSBC Bank USA		USD	1,531		GBP	986		9/17/13		(31,676	)
JPMorgan Chase Bank, NA		USD	769		EUR	584		9/17/13		(8,889	)
Morgan Stanley Capital Services, Inc.		USD	455		GBP	303		9/17/13		5,161
Royal Bank of Canada		CAD	302		USD	296		9/17/13		9,288
Royal Bank of Scotland PLC		USD	1,998		GBP	1,305		9/17/13		(14,308	)
Royal Bank of Scotland PLC		JPY	101,157		USD	1,051		9/17/13		30,795

18

AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Royal Bank of Scotland PLC		USD	1,236		CHF	1,168		9/17/13	$	1,602
Societe Generale		USD	790		JPY	81,342		9/17/13		30,498
State Street Bank & Trust Co.		USD	43		AUD	47		9/17/13		(557	)
State Street Bank & Trust Co.		USD	342		EUR	258		9/17/13		(5,839	)
UBS AG		AUD	2,941		USD	2,777		9/17/13		102,108
UBS AG		USD	1,058		AUD	1,104		9/17/13		(53,777	)
UBS AG		USD	355		EUR	276		9/17/13		4,741
UBS AG		CHF	672		USD	725		9/17/13		13,018
UBS AG		USD	538		CHF	509		9/17/13		899
Westpac Banking Corp.		USD	331		AUD	346		9/17/13		(15,935	)
									$	197,399

TOTAL RETURN SWAPS (see Note D)

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid/ Received by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Index
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		20		0.47	%	$	73		8/15/13	Deutsche Bank AG	$	(1,055	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		79		0.47	%		289		8/15/13	Deutsche Bank AG		(4,167	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		73		0.47	%		267		9/16/13	Deutsche Bank AG		(3,851	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		18		0.47	%		66		10/15/13	Deutsche Bank AG		(950	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		56		0.47	%		205		11/15/13	Deutsche Bank AG		(2,954	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		238		0.57	%		870		3/17/14	Deutsche Bank AG		(12,582	)

19

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

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid/ Received by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		330		0.57	%	$	1,207		4/15/14	Deutsche Bank AG	$	(17,446	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		237		0.57	%		867		4/15/14	Deutsche Bank AG		(12,529	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		340		0.57	%		1,244		5/15/14	Deutsche Bank AG		(17,974	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		38		0.27	%		139		7/15/14	Deutsche Bank AG		(2,041	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		151		0.47	%		552		1/15/14	JPMorgan Chase Bank NA		(7,966	)
Receive	Russell 2000 Total Return Index		30		0.19	%		137		3/17/14	JPMorgan Chase Bank NA		(1,300	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		311		0.19	%		1,137		4/15/14	Morgan Stanley Capital Services, LLC		(16,309	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		19		0.19	%		69		4/15/14	Morgan Stanley Capital Services, LLC		(996	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		132		0.39	%		483		10/15/13	UBS AG		(6,952	)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		130		0.47	%		475		11/15/13	UBS AG		(6,858	)

20

AllianceBernstein Variable Products Series Fund

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid/ Received by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Total Return Index USD		233		0.57	%	$	852		5/15/14	UBS AG	$	(12,318)
Receive	MSCI Daily TR Net Emerging Markets USD		18,216		0.64	%		7,058		12/23/13	UBS AG		(120,012)
Receive	Russell 2000 Total Return Index		109		0.19	%		498		9/16/13	UBS AG		(4,670)
Receive	Russell 2000 Total Return Index		65		0.19	%		297		10/15/13	UBS AG		(2,800)
Receive	Russell 2000 Total Return Index		487		0.19	%		2,223		2/18/14	UBS AG		(21,091)
												$	(276,821)

(a) Non-income producing security.

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

(c) Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding. The aggregate market value of these securities amounted to $2,940,562.

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

Currency Abbreviation:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

SEK—Swedish Krona

USD—United States Dollar

Glossary:

CBT—Chicago Board of Trade

EAFE—Europe, Australia, and Far East

EPRA—European Public Real Estate Association

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

MSCI—Morgan Stanley Capital International

NAREIT—National Association of Real Estate Investment Trusts

REG—Registered Shares

REIT—Real Estate Investment Trust

SPDR—Standard & Poor’s Depository Receipt

SPI—Share Price Index

TOPIX—Tokyo Price Index

See notes to financial statements.

21

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $153,063,561)	$	161,876,830	(a)
Affiliated issuers (cost $113,311,062—including investment of cash collateral for securities loaned of $936,954)		113,311,062
Cash		3,750,621	(b)
Foreign currencies, at value (cost $90,979)		90,414
Interest and dividends receivable		607,520
Unrealized appreciation of forward currency exchange contracts		509,479
Receivable for capital stock sold		225,464
Receivable for investment securities sold		5,250
Total assets		280,376,640
LIABILITIES
Due to custodian		87,708
Payable for collateral received on securities loaned		936,954
Unrealized depreciation of forward currency exchange contracts		312,080
Unrealized depreciation on total return swaps		276,821
Payable for variation margin on futures		119,160
Advisory fee payable		117,417
Payable for capital stock redeemed		91,224
Distribution fee payable		52,624
Administrative fee payable		7,479
Transfer Agent fee payable		90
Accrued expenses		85,632
Total liabilities		2,087,189
NET ASSETS	$	278,289,451
COMPOSITION OF NET ASSETS
Capital stock, at par	$	25,682
Additional paid-in capital		261,616,296
Undistributed net investment income		524,943
Accumulated net realized gain on investment and foreign currency transactions		8,696,015
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		7,426,515
	$	278,289,451

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	72,129		6,626	$	10.89
B	$	278,217,322		25,675,738	$	10.84

(a) Includes securities on loan with a value of $884,809 (see Note E).

(b) An amount of $3,750,621 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2013.

See notes to financial statements.

22

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $67,300)	$	1,175,418
Affiliated issuers		60,180
Interest		318,423
Securities lending income		28,613
	$	1,582,634
EXPENSES
Advisory fee (see Note B)		876,833
Distribution fee—Class B		313,094
Transfer agency—Class B		2,256
Custodian		135,126
Audit		29,355
Administrative		22,066
Legal		13,645
Printing		9,743
Directors’ fees		2,265
Miscellaneous		31,050
Total expenses		1,435,433
Less: expenses reimbursed by the Adviser (see Note B)		(57,566	)
Net expenses		1,377,867
Net investment income		204,767
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(1,006,460	)
Futures		8,827,773
Options written		(80,625	)
Swaps		236,328
Foreign currency transactions		(450,598	)
Net change in unrealized appreciation/depreciation of:
Investments		1,222,444
Futures		(1,727,897	)
Options written		(30,147	)
Swaps		(482,490	)
Foreign currency denominated assets and liabilities		163,619
Net gain on investment and foreign currency transactions		6,671,947
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,876,714

See notes to financial statements.

23

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

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	204,767		$	163,817
Net realized gain on investment and foreign currency transactions		7,526,418			2,203,409
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(854,471	)		7,907,137
Net increase in net assets from operations		6,876,714			10,274,363
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(24	)
Class B		–0	–		(211,036	)
Net realized gain on investment transactions
Class A		–0	–		(10	)
Class B		–0	–		(97,401	)
CAPITAL STOCK TRANSACTIONS
Net increase		50,723,180			149,294,486
Total increase		57,599,894			159,260,378
NET ASSETS
Beginning of period		220,689,557			61,429,179
End of period (including undistributed net investment income of $524,943 and $320,176, respectively)	$	278,289,451		$	220,689,557

See notes to financial statements.

24

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

25

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

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

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

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

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

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

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

Options and warrants are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option or a warrant depends upon the contractual terms of, and specific risks inherent in, the option or warrant as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options will be classified as Level 2. For options or warrants that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options and warrants are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

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

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AllianceBernstein Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	6,998,762		$	9,722,403		$	–0	–	$	16,721,165
Consumer Discretionary		5,169,537			4,542,144			–0	–		9,711,681
Health Care		5,446,555			4,039,353			–0	–		9,485,908
Information Technology		7,469,565			1,700,104			–0	–		9,169,669
Industrials		4,274,244			4,889,528			–0	–		9,163,772
Consumer Staples		4,441,655			4,553,122			–0	–		8,994,777
Energy		4,419,113			2,716,977			–0	–		7,136,090
Materials		1,365,391			3,196,046			–0	–		4,561,437
Telecommunication Services		1,217,256			2,051,923			–0	–		3,269,179
Utilities		1,376,336			1,487,332			–0	–		2,863,668
Governments—Treasuries		–0	–		76,085,454			–0	–		76,085,454
Investment Companies		2,903,702			–0	–		–0	–		2,903,702
Rights		534			–0	–		–0	–^		534
Short-Term Investments:
Investment Companies		112,374,108			–0	–		–0	–		112,374,108
U.S. Treasury Bills		–0	–		1,809,794			–0	–		1,809,794
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		936,954			–0	–		–0	–		936,954
Total Investments in Securities		158,393,712			116,794,180	+		–0	–		275,187,892
Other Financial Instruments*:
Assets:
Futures		–0	–		161,202			–0	–		161,202	#
Forward Currency Exchange Contracts		–0	–		509,479			–0	–		509,479
Liabilities:
Futures		(1,018,635	)		(445,875	)		–0	–		(1,464,510	)#
Forward Currency Exchange Contracts		–0	–		(312,080	)		–0	–		(312,080	)
Total Return Swaps		–0	–		(276,821	)		–0	–		(276,821	)
Total++	$	157,375,077		$	116,430,085		$	–0	–	$	273,805,162

^ The Portfolio held securities with zero market value at period end.

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

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

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

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

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

27

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

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

	Rights^			Total
Balance as of 12/31/12	$	–0	–	$	–0	–
Accrued discounts/(premiums)		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		–0	–		–0	–
Purchases		–0	–		–0	–
Sales		–0	–		–0	–
Transfers in to Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/13	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciationfrom Investments held as of 6/30/13*	$	–0	–	$	–0	–

^ The Portfolio held securities with zero market value at period end.

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

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

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

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

3. Currency Translation

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

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

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AllianceBernstein Variable Products Series Fund

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. Under the agreement, fees waived and expenses borne by the Adviser are subject to repayment by the Fund until April 1, 2014. No repayment will be made that would cause the Portfolio’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of offering expenses as recorded by the Portfolio on or before April 1, 2012. This fee waiver and/or reimbursement will remain in effect until May 1, 2014 and then may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2013, the amount of such fees reimbursed by the Adviser was $57,566.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $22,066.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

The Portfolio may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but

29

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

does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	95,467	$	84,091	$	67,184	$	112,374	$	59

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $100,671, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	54,423,107	$	42,635,808
U.S. government securities		30,179,035		1,944,221

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency, written options and swap transactions) are as follows:

Gross unrealized appreciation	$	12,028,596
Gross unrealized depreciation		(3,215,327	)
Net unrealized appreciation	$	8,813,269

1. Derivative Financial Instruments

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

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

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and

30

AllianceBernstein Variable Products Series Fund

movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into a futures contract, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended June 30, 2013, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2013, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written.

31

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

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

During the six months ended June 30, 2013, the Portfolio held purchased options for hedging and non-hedging purposes. During the six months ended June 30, 2013, the Portfolio held written options for hedging and non-hedging purposes.

For the six months ended June 30, 2013, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/12		913		$	157,642
Options written		3,398			191,695
Options expired		–0	–		–0	–
Options bought back		(4,311	)		(349,337	)
Options exercised		–0	–		–0	–
Options written outstanding as of 6/30/13		–0	–	$	–0	–

• Swaps

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

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

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AllianceBernstein Variable Products Series Fund

Credit Default Swaps:

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

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

During the six months ended June 30, 2013, the Portfolio held credit default swaps for non-hedging purposes.

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

Total Return Swaps:

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

During the six months ended June 30, 2013, the Portfolio held total return swaps for hedging and non-hedging purposes.

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

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements and certain securities lending transactions. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party.

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

33

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

At June 30, 2013, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts					Receivable/Payable for variation margin on futures	$	495,294	*+
Equity contracts	Receivable/Payable for variation margin on futures	$	161,202	*+	Receivable/Payable for variation margin on futures		969,216	*+
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts		509,479		Unrealized depreciation of forward currency exchange contracts		312,080
Equity contracts					Unrealized depreciation on total return swaps		276,821
Total		$	670,681			$	2,053,411

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

+ Exchange-traded investments.

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2013:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures contracts	$	(31,776	)	$	(440,811	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures contracts		8,859,549			(1,287,086	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(498,236	)		168,362
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(518,263	)		111,216
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(80,625	)		(30,147	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		390,926			45,541

34

AllianceBernstein Variable Products Series Fund

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps	$	(154,598	)	$	(528,031	)
Total		$	7,966,977		$	(1,960,956	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2013:

Futures:
Average original value of buy contracts	$	85,094,966
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	17,960,226
Average principal amount of sale contracts	$	10,672,247
Purchased Options:
Average monthly cost	$	351,470	(a)
Credit Default Swaps:
Average notional amount of sale contracts	$	4,750,506	(b)
Total Return Swaps:
Average notional amount	$	18,695,681

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

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

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

The following tables present the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2013:

Counterparty	Derivative Assets Subject to MA		Derivatives Available for Offset			Collateral Received			Net Amount of Derivatives Assets
Bank of America, NA	$	1,907	$	–0	–	$	–0	–	$	1,907
Barclays Bank PLC Wholesale		79,525		(79,525	)		–0	–		–0	–
BNP Paribas SA		195,037		(80,858	)		–0	–		114,179
Brown Brothers Harriman & Co.		133		–0	–		–0	–		133
Deutsche Bank AG London		18,539		–0	–		–0	–		18,539
HSBC Bank USA		7,885		(7,885	)		–0	–		–0	–
Morgan Stanley Capital Services LLC		5,161		(5,161	)		–0	–		–0	–
Royal Bank of Canada		9,288		–0	–		–0	–		9,288
Royal Bank of Scotland PLC		40,741		(22,652	)		–0	–		18,089
Societe Generale		30,498		–0	–		–0	–		30,498
UBS AG		120,765		(120,765	)		–0	–		–0	–
Total	$	509,479	$	(316,846	)	$	–0	–	$	192,633

35

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

Counterparty	Derivative Liabilities Subject to MA		Derivatives Available for Offset			Collateral Pledged			Net Amount of Derivatives Liabilities
Barclays Bank PLC Wholesale	$	91,897	$	(79,525	)	$	–0	–	$	12,372
BNP Paribas SA		80,858		(80,858	)		–0	–		–0	–
Deutsche Bank AG		75,549		–0	–		(75,549	)*		–0	–
HSBC Bank USA		31,676		(7,885	)		–0	–		23,791
JPMorgan Chase Bank NA		18,155		–0	–		–0	–		18,155
Morgan Stanley Capital Services LLC		17,306		(5,161	)		(12,145	)*		–0	–
Royal Bank of Scotland PLC		22,652		(22,652	)		–0	–		–0	–
State Street Bank & Trust Co.		6,396		–0	–		–0	–		6,396
UBS AG		228,477		(120,765	)		(107,712	)*		–0	–
Westpac Banking Corp.		15,935		–0	–		–0	–		15,935
Total	$	588,901	$	(316,846	)	$	(195,406	)	$	76,649

* The actual collateral pledged is more than the amount reported due to overcollateralization.

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $884,809 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $936,954. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $28,613 and $605 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be

36

AllianceBernstein Variable Products Series Fund

sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	640	$	15,686	$	15,389	$	937	$	1

NOTE F : Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		4,328			1,563		$	47,597		$	15,829
Shares issued in reinvestment of dividends and distributions		–0	–		1			–0	–		13
Shares redeemed		(199	)		(998,067	)		(2,235	)		(10,218,988	)
Net increase (decrease)		4,129			(996,503	)	$	45,362		$	(10,203,146	)
Class B
Shares sold		6,108,937			17,210,237		$	66,751,764		$	174,568,892
Shares issued in reinvestment of dividends and distributions		–0	–		30,508			–0	–		308,437
Shares redeemed		(1,469,677	)		(1,511,344	)		(16,073,946	)		(15,379,697	)
Net increase		4,639,260			15,729,401		$	50,677,818		$	159,497,632

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for

37

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

the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	308,471	$	–0	–
Total taxable distributions paid	$	308,471	$	–0	–

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,490,654
Undistributed net capital gain		371,865	(a)
Unrealized appreciation/(depreciation)		7,926,708	(b)
Total accumulated earnings/(deficit)	$	9,789,227	(c)

(a) As of December 31, 2012, the Portfolio had cumulative deferred losses on straddles of $175.

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

(c) The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the amortization of offering costs and the tax deferral of dividend income from real estate investment trust (REIT) securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of June 30, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

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

38

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			April 1, 2011(a) to December 31, 2011
Net asset value, beginning of period		$10.53			$9.75			$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)		.03			(.01	)		.03
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.33			.81			(.28	)
Net increase (decrease) in net asset value from operations		.36			.80			(.25	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.01	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.01	)		–0	–
Total dividends and distributions		–0	–		(.02	)		–0	–
Net asset value, end of period		$10.89			$10.53			$9.75
Total Return
Total investment return based on net asset value (d)		3.42	%		8.22	%		(2.50	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$72			$27			$9,742
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.85	%(e)		.85	%		.85	%(e)
Expenses, before waivers/reimbursements		.90	%(e)		1.22	%		2.53	%(e)
Net investment income (loss) (c)		.50	%(e)		(.14	)%		.36	%(e)
Portfolio turnover rate		32	%		51	%		68	%

See footnote summary on page 40.

39

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

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

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			April 1, 2011(a) to December 31, 2011
Net asset value, beginning of period		$10.49			$9.74			$10.00
Income From Investment Operations
Net investment income (b)(c)		.01			.01			.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.34			.76			(.32	)
Net increase (decrease) in net asset value from operations		.35			.77			(.26	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.01	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.01	)		–0	–
Total dividends and distributions		–0	–		(.02	)		–0	–
Net asset value, end of period		$10.84			$10.49			$9.74
Total Return
Total investment return based on net asset value (d)		3.34	%		7.90	%		(2.60	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)	$	278,217			$220,663		$	51,687
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.10	%(e)		1.10	%		1.10	%(e)
Expenses, before waivers/reimbursements		1.15	%(e)		1.29	%		2.45	%(e)
Net investment income (c)		.16	%(e)		.12	%		1.02	%(e)
Portfolio turnover rate		32	%		51	%		68	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

(e) Annualized.

See notes to financial statements.

40

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Net Assets 06/30/12 ($MM)	Advisory Fee
Dynamic Asset Allocation Portfolio	$144.7	0.70% of Average Daily Net Assets

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser was entitled to receive $47,316 (0.07% of the Portfolio’s average daily net assets) for such services but waived the amount in its entirety.

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the

1 The information in the fee evaluation was completed on July 19, 2012 and discussed with the Board of Directors on July 31-August 2, 2012.

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

41

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

Portfolio’s fiscal year. The agreement for such reimbursement is terminable by the Adviser on May 1^st of each year upon at least 60 days of written notice. Also set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/11)		Fiscal Year End
Dynamic Asset Allocation Portfolio	Class A     0.85%		2.53%	December 31
	Class B    1.10%		2.45%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on June 30, 2012 net assets:⁴

Portfolio	Net Assets 6/30/12 ($MM)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Dynamic Asset Allocation Portfolio	$	144.7	Dynamic Asset Allocation Strategy 50 bp on first $500 million 40 bp on the balance		0.492	%		0.700	%

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

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

42

AllianceBernstein Variable Products Series Fund

The Adviser manages the Sanford C. Bernstein Fund, Inc. Overlay Portfolios (the “Overlay Portfolios”), which utilize the Adviser’s dynamic asset allocation strategy. Unlike the Portfolio, the Overlay Portfolios are not designed as stand-alone investments and are used in conjunction with globally diversified Private Client portfolios.⁵ The advisory fee schedules of the Overlay Portfolios are set forth below.

Portfolio	Overlay Portfolio	Fee6
Dynamic Asset Allocation Portfolio	Overlay A Portfolio Tax-Aware Overlay A Portfolio	0.900%
	Overlay B Portfolio Tax-Aware Overlay B Portfolio Tax-Aware Overlay C Portfolio Tax-Aware Overlay N Portfolio	0.650%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on June 30, 2012 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Dynamic Asset Allocation Portfolio	Client # 1	0.40% on 1st $250 million 0.35% on next $250 million 0.325% on next $500 million 0.30% on the balance		0.400%		0.700%
	Client # 2	0.40% on first $100 million 0.35% on next $100 million 0.30% on the balance		0.385%		0.700%
	Client # 3	0.35% on first $400 million 0.30% on the balance		0.350%		0.700%

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

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

5 Overlay A Portfolio and Tax-Aware Overlay A Portfolio are intended for use in Private Client accounts that have a higher equity weighting. The other Overlay Portfolios are intended for use in Private Client accounts that have a higher fixed income weighting. The Overlay Portfolios will gain exposure to various asset classes through direct investments in equity and debt securities as well as derivatives.

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

43

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the Portfolio’s contractual management fee⁸ estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).⁹

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

Portfolio	Contractual Management Fee10		Lipper Group Median (%)		Rank
Dynamic Asset Allocation Portfolio		0.700		0.685		4/6

Lipper also compared the Portfolio’s most recently completed fiscal year total expense ratio to the medians of the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Total Expense Ratio (%)12		Lipper Exp. Group Median (%)		Lipper Exp. Group Rank		Lipper Exp. Universe Median (%)		Lipper Exp. Universe Rank
Dynamic Asset Allocation Portfolio		0.880		0.723		5/6		0.710		6/7

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio was negative in 2011.

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

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

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

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

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

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

44

AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, ABI received $34,196 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $224,608 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $964 from the Portfolio.¹³

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

13 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2010.

45

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

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics.¹⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $407 billion as of June 30, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 year net performance ranking and return¹⁷ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended May 31, 2012.¹⁹

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Dynamic Asset Allocation Portfolio
1 year		–4.11		–7.35		–7.30		2/6		14/45

Set forth below are the 1 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2012.²⁰

	Periods Ending May 31, 2012 Annualized Net Performance (%)
	1 Year (%)		Since Inception (%)
Dynamic Asset Allocation Portfolio		–4.11		–1.81
60% MSCI World Index / 40% Barclay’s Capital U.S. Treasury		–2.85		–0.72
MSCI World Index		–11.02		N/A
Barclay’s Capital U.S. Treasury		0.09		N/A
Inception Date: April 1, 2011

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

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

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

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

18 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

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

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

46

AllianceBernstein Variable Products Series Fund

CONCLUSION:

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

Dated: August 28, 2012

47

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,027.30	$	5.08		1.01	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.79	$	5.06		1.01	%
Class B
Actual	$	1,000	$	1,025.60	$	6.33		1.26	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.55	$	6.31		1.26	%

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

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Illumina, Inc.	$	3,656,757		2.8	%
Amazon.com, Inc.		3,297,013		2.6
Cie Financiere Richemont SA (SWX Europe)		2,560,104		2.0
Mellanox Technologies Ltd.		2,551,428		2.0
Ctrip.com International Ltd. (ADR)		2,534,372		2.0
Roche Holding AG		2,318,161		1.8
AIA Group Ltd.		2,307,880		1.8
Red Hat, Inc.		2,040,384		1.6
Apple, Inc.		2,018,027		1.6
NIKE, Inc.—Class B		2,002,099		1.6
	$	25,286,225		19.8	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	32,625,429		25.5	%
Consumer Discretionary		27,862,283		21.7
Health Care		17,105,242		13.3
Consumer Staples		14,643,245		11.4
Energy		12,962,792		10.1
Financials		12,568,016		9.8
Industrials		5,004,578		3.9
Telecommunication Services		2,808,558		2.2
Materials		1,726,036		1.4
Options Purchased-Puts		124,425		0.1
Short-Term Investments		764,754		0.6
Total Investments	$	128,195,358		100.0	%

* Long-term investments.

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

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

2

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	65,690,246		51.2	%
Hong Kong		9,879,733		7.7
Switzerland		8,006,236		6.2
France		6,808,357		5.3
China		6,344,372		5.0
United Kingdom		4,632,630		3.6
India		4,016,649		3.1
Japan		3,829,596		3.0
Brazil		3,536,908		2.8
Netherlands		2,694,545		2.1
Israel		2,551,428		2.0
Indonesia		1,960,197		1.5
Belgium		1,870,888		1.5
Other		5,608,819		4.4
Short-Term Investments		764,754		0.6
Total Investments	$	128,195,358		100.0	%

* All data are as of June 30, 2013. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.0% or less in the following countries: Luxembourg, Mexico, Russia, Singapore and Sweden.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.7%
INFORMATION TECHNOLOGY–25.5%
COMMUNICATIONS EQUIPMENT–1.0%
QUALCOMM, Inc.		20,490	$	1,251,529
COMPUTERS & PERIPHERALS–5.4%
Apple, Inc.		5,095		2,018,027
Fusion-io, Inc.(a)(b)		117,350		1,671,064
Silicon Graphics International Corp.(b)		109,758		1,468,562
Stratasys Ltd.(a)(b)		20,840		1,745,142
				6,902,795
INTERNET SOFTWARE & SERVICES–7.2%
Cornerstone OnDemand, Inc.(b)		39,915		1,727,920
eBay, Inc.(b)		24,470		1,265,589
Google, Inc.–Class A(b)		1,941		1,708,798
LinkedIn Corp.(b)		7,707		1,374,158
Tencent Holdings Ltd.		50,200		1,960,170
Yelp, Inc.(b)		32,766		1,139,274
				9,175,909
IT SERVICES–1.9%
QIWI PLC (Sponsored ADR)		33,043		766,598
Visa, Inc.–Class A		9,140		1,670,335
				2,436,933
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.1%
ASML Holding NV		17,310		1,369,221
Mellanox Technologies Ltd.(a)(b)		51,544		2,551,428
NVIDIA Corp.		91,018		1,276,983
NXP Semiconductor NV(b)		42,780		1,325,324
				6,522,956
SOFTWARE–4.9%
NetSuite, Inc.(b)		15,909		1,459,492
Red Hat, Inc.(b)		42,668		2,040,384
Salesforce.com, Inc.(b)		36,492		1,393,264
Splunk, Inc.(b)		31,108		1,442,167
				6,335,307
				32,625,429
CONSUMER DISCRETIONARY–21.8%
AUTOMOBILES–2.9%
Harley-Davidson, Inc.		30,490		1,671,462
Nissan Motor Co., Ltd.		129,100		1,293,919
Tesla Motors, Inc.(a)(b)		6,369		684,222
				3,649,603
DIVERSIFIED CONSUMER SERVICES–1.0%
Kroton Educacional SA		95,900		1,327,605
HOTELS, RESTAURANTS & LEISURE–2.4%
Melco Crown Entertainment Ltd. (ADR)(b)		67,340	$	1,505,722
Yum! Brands, Inc.		22,270		1,544,202
				3,049,924
INTERNET & CATALOG RETAIL–6.1%
Amazon.com, Inc.(b)		11,873		3,297,013
Ctrip.com International Ltd. (ADR)(b)		77,670		2,534,372
priceline.com, Inc.(b)		2,420		2,001,655
				7,833,040
MEDIA–1.0%
Walt Disney Co. (The)		20,280		1,280,682
MULTILINE RETAIL–0.6%
Matahari Department Store Tbk PT(b)		638,500		746,591
SPECIALTY RETAIL–3.2%
Belle International Holdings Ltd.		802,000		1,096,397
L’Occitane International SA		449,500		1,204,612
Zhongsheng Group Holdings Ltd.(a)		1,687,000		1,849,830
				4,150,839
TEXTILES, APPAREL & LUXURY GOODS–4.6%
Cie Financiere Richemont SA (SWX Europe)		29,030		2,560,104
NIKE, Inc.–Class B		31,440		2,002,099
Samsonite International SA		524,800		1,261,796
				5,823,999
				27,862,283
HEALTH CARE–13.4%
BIOTECHNOLOGY–2.4%
Cepheid, Inc.(b)		45,787		1,575,988
Quintiles Transnational Holdings, Inc.(b)		36,728		1,563,144
				3,139,132
HEALTH CARE EQUIPMENT & SUPPLIES–3.8%
Elekta AB		84,550		1,285,038
Essilor International SA		17,810		1,897,438
Intuitive Surgical, Inc.(b)		3,333		1,688,431
				4,870,907
LIFE SCIENCES TOOLS & SERVICES–2.9%
Illumina, Inc.(b)		48,861		3,656,757
PHARMACEUTICALS–4.3%
Bristol-Myers Squibb Co.		41,300		1,845,697
Roche Holding AG		9,340		2,318,161
Sun Pharmaceutical Industries Ltd.		75,220		1,274,588
				5,438,446
				17,105,242

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CONSUMER STAPLES–11.5%
BEVERAGES–4.1%
Anheuser-Busch InBev NV		20,780	$	1,870,888
Diageo PLC		64,950		1,862,525
Pernod-Ricard SA(a)		13,090		1,452,910
				5,186,323
FOOD & STAPLES RETAILING–0.9%
Raia Drogasil SA		121,900		1,181,114
FOOD PRODUCTS–4.3%
Danone SA		26,080		1,962,999
Mead Johnson Nutrition Co.–Class A		23,880		1,892,012
Nestle SA		24,410		1,601,793
				5,456,804
PERSONAL PRODUCTS–1.2%
Estee Lauder Cos., Inc. (The)–Class A		24,130		1,587,030
TOBACCO–1.0%
British American Tobacco PLC		24,020		1,231,974
				14,643,245
ENERGY–10.2%
ENERGY EQUIPMENT & SERVICES–5.2%
National Oilwell Varco, Inc.		22,340		1,539,226
Oceaneering International, Inc.		26,890		1,941,458
Schlumberger Ltd.		22,240		1,593,719
Technip SA		14,710		1,495,010
				6,569,413
OIL, GAS & CONSUMABLE FUELS–5.0%
BG Group PLC		90,510		1,538,131
Concho Resources, Inc.(b)		18,390		1,539,611
EOG Resources, Inc.		12,390		1,631,515
Noble Energy, Inc.		28,050		1,684,122
				6,393,379
				12,962,792
FINANCIALS–9.8%
CAPITAL MARKETS–1.2%
UBS AG(b)		90,040		1,526,178
COMMERCIAL BANKS–2.2%
BOC Hong Kong Holdings Ltd.		611,500		1,870,632
Grupo Financiero Banorte SAB de CV–Class O		172,950		1,033,099
				2,903,731
INSURANCE–1.8%
AIA Group Ltd.		547,800		2,307,880
REAL ESTATE MANAGEMENT & DEVELOPMENT–3.3%
BR Malls Participacoes SA		115,000		1,028,189
Global Logistic Properties Ltd.		610,000		1,319,472
Hang Lung Group Ltd.		343,000		1,837,306
				4,184,967
THRIFTS & MORTGAGE FINANCE–1.3%
Housing Development Finance Corp.		113,310	$	1,645,260
				12,568,016
INDUSTRIALS–3.9%
CONSTRUCTION & ENGINEERING–0.9%
Larsen & Toubro Ltd.		46,480		1,096,801
ELECTRICAL EQUIPMENT–1.1%
Babcock & Wilcox Co. (The)		48,495		1,456,305
MACHINERY–1.9%
FANUC Corp.		6,500		940,725
Proto Labs, Inc.(b)		23,253		1,510,747
				2,451,472
				5,004,578
TELECOMMUNICATION SERVICES–2.2%
WIRELESS TELECOMMUNICATION SERVICES–2.2%
Softbank Corp.		27,400		1,594,952
Tower Bersama Infrastructure Tbk PT(b)		2,324,000		1,213,606
				2,808,558
MATERIALS–1.4%
CHEMICALS–1.4%
Monsanto Co.		17,470		1,726,036
Total Common Stocks (cost $118,275,356)				127,306,179
	Contracts
OPTIONS PURCHASED–PUTS–0.1%
OPTIONS ON EQUITY INDICES–0.1%
S&P 500 PM Index Expiration: Sep 2013, Exercise Price: $1,475.00 (b)(c) (premiums paid $214,392)		63		124,425

5

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

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.6%
TIME DEPOSIT–0.6%
State Street Time Deposit 0.01%, 7/01/13 (cost $764,754)	U.S.$	765	$	764,754
Total Investments Before Security Lending Collateral for Securities Loaned–100.4% (cost $119,254,502)				128,195,358
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–5.6%
INVESTMENT COMPANIES–5.6%
AllianceBernstein Exchange Reserves–Class I, 0.07%(d) (cost $7,153,538)		7,153,538	$	7,153,538
TOTAL INVESTMENTS–106.0% (cost $126,408,040)			$	135,348,896
Other assets less liabilities–(6.0)%				(7,626,560	)
NET ASSETS–100.0%			$	127,722,336

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale		CAD	4,248		USD	4,085		9/17/13	$	53,238
Barclays Bank PLC Wholesale		EUR	4,380		USD	5,784		9/17/13		80,827
Barclays Bank PLC Wholesale		GBP	1,385		USD	2,140		9/17/13		34,289
BNP Paribas SA		AUD	3,715		USD	3,390		9/17/13		11,419
BNP Paribas SA		USD	3,492		AUD	3,715		9/17/13		(113,622	)
BNP Paribas SA		USD	4,161		CAD	4,248		9/17/13		(128,904	)
BNP Paribas SA		USD	2,974		JPY	293,468		9/17/13		(14,317	)
JPMorgan Chase Bank, NA		JPY	122,293		USD	1,248		9/17/13		14,544
Morgan Stanley & Co., Inc.		USD	6,254		GBP	4,022		9/17/13		(139,921	)
Royal Bank of Scotland PLC		USD	7,890		EUR	5,953		9/17/13		(138,786	)
UBS AG		CHF	3,540		USD	3,809		9/17/13		59,043
									$	(282,190	)

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

(b) Non-income producing security.

(c) One contract relates to 100 shares.

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

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $119,254,502)	$	128,195,358	(a)
Affiliated issuers (cost $7,153,538—investment of cash collateral for securities loaned)		7,153,538
Foreign currencies, at value (cost $138,056)		137,652
Receivable for investment securities sold and foreign currency transactions		710,579
Unrealized appreciation of forward currency exchange contracts		253,360
Dividends and interest receivable		164,869
Receivable for capital stock sold		39,079
Total assets		136,654,435
LIABILITIES
Payable for collateral received on securities loaned		6,617,468
Payable for investment securities purchased and foreign currency transactions		930,505
Collateral due to Securities Lending Agent		536,070
Unrealized depreciation of forward currency exchange contracts		535,550
Payable for capital stock redeemed		98,222
Advisory fee payable		74,570
Distribution fee payable		17,287
Administrative fee payable		7,867
Transfer Agent fee payable		132
Accrued expenses		114,428
Total liabilities		8,932,099
NET ASSETS	$	127,722,336
COMPOSITION OF NET ASSETS
Capital stock, at par	$	7,518
Additional paid-in capital		186,563,072
Undistributed net investment income		2,863
Accumulated net realized loss on investment and foreign currency transactions		(67,511,274	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		8,660,157
	$	127,722,336

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	38,974,792		2,248,128	$	17.34
B	$	88,747,544		5,269,660	$	16.84

(a) Includes securities on loan with a value of $6,617,468 (see Note E).

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $11,373)	$	512,970
Affiliated issuers		8,941
Interest		56
Securities lending income		427,756
		949,723
EXPENSES
Advisory fee (see Note B)		492,929
Distribution fee—Class B		113,704
Transfer agency—Class A		1,283
Transfer agency—Class B		2,882
Custodian		59,229
Printing		30,929
Audit		27,346
Administrative		22,133
Legal		15,199
Directors’ fees		2,221
Miscellaneous		6,781
Total expenses		774,636
Net investment income		175,087
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		6,381,587
Options written		(4,909	)
Foreign currency transactions		(1,544,548	)
Net change in unrealized appreciation/depreciation of:
Investments		(1,475,070	)
Options written		8,213
Foreign currency denominated assets and liabilities		(144,049	)
Net gain on investment and foreign currency transactions		3,221,224
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,396,311

See notes to financial statements.

8

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

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	175,087		$	904,627
Net realized gain (loss) on investment and foreign currency transactions		4,832,130			(13,674,729	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,610,906	)		29,700,515
Net increase in net assets from operations		3,396,311			16,930,413
CAPITAL STOCK TRANSACTIONS
Net decrease		(7,768,839	)		(26,013,414	)
Total decrease		(4,372,528	)		(9,083,001	)
NET ASSETS
Beginning of period		132,094,864			141,177,865
End of period (including undistributed net investment income of $2,863 and distributions in excess of net investment income of ($172,224), respectively)	$	127,722,336		$	132,094,864

See notes to financial statements.

9

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements

10

AllianceBernstein Variable Products Series Fund

based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

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

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

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

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

Options and warrants are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option or a warrant depends upon the contractual terms of, and specific risks inherent in, the option or warrant as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options will be classified as Level 2. For options or warrants that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options and warrants are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Information Technology	$	30,665,259		$	1,960,170		$	–0	–	$	32,625,429
Consumer Discretionary		17,849,034			10,013,249			–0	–		27,862,283
Health Care		10,330,017			6,775,225			–0	–		17,105,242
Consumer Staples		4,660,156			9,983,089			–0	–		14,643,245
Energy		9,929,651			3,033,141			–0	–		12,962,792
Financials		3,587,466			8,980,550			–0	–		12,568,016
Industrials		2,967,052			2,037,526			–0	–		5,004,578
Telecommunication Services		–0	–		2,808,558			–0	–		2,808,558
Materials		1,726,036			–0	–		–0	–		1,726,036
Options Purchased—Puts		–0	–		124,425			–0	–		124,425
Short-Term Investments		–0	–		764,754			–0	–		764,754
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		7,153,538			–0	–		–0	–		7,153,538
Total Investments in Securities		88,868,209			46,480,687	+		–0	–		135,348,896

11

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

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	253,360		$	–0	–	$	253,360
Liabilities:
Forward Currency Exchange Contracts		–0	–		(535,550	)		–0	–		(535,550	)
Total^	$	88,868,209		$	46,198,497		$	–0	–	$	135,066,706

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

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

^ There were no transfers between Level 1 and Level 2 during the reporting period.

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

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

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

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

3. Currency Translation

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

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

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in

12

AllianceBernstein Variable Products Series Fund

which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $22,133.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $200,627, of which $593 and $20, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

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

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

13

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	104,237,573		$	113,150,792
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency and written option transactions) are as follows:

Gross unrealized appreciation	$	13,373,828
Gross unrealized depreciation		(4,432,972	)
Net unrealized appreciation	$	8,940,856

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2013, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

14

AllianceBernstein Variable Products Series Fund

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

During the six months ended June 30, 2013, the Portfolio held purchased options for hedging purposes. During the six months ended June 30, 2013, the Portfolio held written options for hedging purposes.

For the six months ended June 30, 2013, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/12		1,825		$	20,440
Options written		–0	–		–0	–
Options expired		–0	–		–0	–
Options bought back		(1,825	)		(20,440	)
Options exercised		–0	–		–0	–
Options written outstanding as of 6/30/13		–0	–	$	–0	–

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

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements and certain securities lending transactions. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party.

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

15

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

At June 30, 2013, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	253,360		Unrealized depreciation of forward currency exchange contracts	$	535,550
Equity contracts	Investments in securities, at value		124,425	+
Total		$	377,785			$	535,550

+ Exchange-traded investments.

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2013:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	(1,478,303	)	$	(145,836	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,534,151	)		1,481,202
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		(4,909	)		8,213
Total		$	(3,017,363	)	$	1,343,579

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2013:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	27,044,247
Average principal amount of sale contracts	$	7,645,010	(a)
Purchased Options:
Average monthly cost	$	418,513

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

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

The following tables present the Portfolio’s dervative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2013:

Counterparty	Derivative Assets Subject to MA		Derivatives Available for Offset			Collateral Received			Net Amount of Derivatives Assets
Barclays Bank PLC Wholesale	$	168,354	$	–0	–		$–0–		$	168,354
BNP Paribas SA		11,419		(11,419	)		–0	–		–0	–
JPMorgan Chase Bank NA		14,544		–0	–		–0	–		14,544
UBS AG		59,043		–0	–		–0	–		59,043
Total	$	253,360	$	(11,419	)		$–0–		$	241,941

16

AllianceBernstein Variable Products Series Fund

Counterparty	Derivative Liabilites Subject to MA		Derivatives Available for Offset			Collateral Pledged			Net Amount of Derivatives Liabilities
BNP Paribas SA	$	256,843	$	(11,419	)	$	–0	–	$	245,424
Morgan Stanley & Co., Inc.		139,921		–0	–		–0	–		139,921
Royal Bank of Scotland PLC		138,786		–0	–		–0	–		138,786
Total	$	535,550	$	(11,419	)	$	–0	–	$	524,131

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $6,617,468 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $7,153,538. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $427,756 and $8,941 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	28,576	$	65,596	$	87,018	$	7,154	$	9

17

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

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		77,548			206,409		$	1,355,798		$	3,436,905
Shares redeemed		(212,074	)		(653,840	)		(3,728,099	)		(10,577,026	)
Net decrease		(134,526	)		(447,431	)	$	(2,372,301	)	$	(7,140,121	)
Class B
Shares sold		284,249			754,582		$	4,925,084		$	12,036,869
Shares redeemed		(608,178	)		(1,992,891	)		(10,321,622	)		(30,910,162	)
Net decrease		(323,929	)		(1,238,309	)	$	(5,396,538	)	$	(18,873,293	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

18

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012			2011
Distributions paid from:
Ordinary income	$	–0	–	$	792,786
Total taxable distributions paid	$	–0	–	$	792,786

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	93,645
Accumulated capital and other losses		(67,513,000	)(a)
Unrealized appreciation/(depreciation)		5,174,790	(b)
Total accumulated earnings/(deficit)	$	(62,244,565	)

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $67,513,000.

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $67,513,000 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  28,312,496	n/a	2016
18,800,560	n/a	2017
12,864,413	$7,535,531	No expiration

NOTE J: Subsequent Events

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

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GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$16.88			$14.87			$19.47			$16.73			$10.90			$20.71
Income From Investment Operations
Net investment income (a)		.04			.13			.02			.12			.07			.00	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.42			1.88			(4.52	)		2.98			5.76			(9.81	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.46			2.01			(4.50	)		3.10			5.83			(9.81	)
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.10	)		(.36	)		–0	–		–0	–
Net asset value, end of period		$17.34			$16.88			$14.87			$19.47			$16.73			$10.90
Total Return
Total investment return based on net asset value (c)		2.73	%		13.52	%*		(23.23	)%*		18.93	%*		53.49	%*†		(47.37	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$38,975			$40,231			$42,094			$66,302			$65,358			$39,933
Ratio to average net assets of:
Expenses		1.01	%(d)		.99	%		.94	%		.99	%(e)		1.00	%		.93	%
Net investment income		.44	%(d)		.83	%		.10	%		.69	%(e)		.52	%		.00	%(f)
Portfolio turnover rate		80	%		152	%		163	%		117	%		215	%		141	%

See footnote summary on page 21.

20

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$16.42			$14.50			$18.99			$16.34			$10.67			$20.31
Income From Investment Operations
Net investment income (loss) (a)		.02			.09			(.03	)		.07			.04			(.04	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.40			1.83			(4.40	)		2.90			5.63			(9.60	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		.00	(b)
Net increase (decrease) in net asset value from operations		.42			1.92			(4.43	)		2.97			5.67			(9.64	)
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.06	)		(.32	)		–0	–		–0	–
Net asset value, end of period		$16.84			$16.42			$14.50			$18.99			$16.34			$10.67
Total Return
Total investment return based on net asset value (c)		2.56	%		13.24	%*		(23.41	)%*		18.58	%*		53.14	%*†		(47.46	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$88,747			$91,864			$99,084			$141,649			$141,536			$84,880
Ratio to average net assets of:
Expenses		1.26	%(d)		1.24	%		1.19	%		1.24	%(e)		1.25	%		1.18	%
Net investment income (loss)		.19	%(d)		.58	%		(.14	)%		.44	%(e)		.27	%		(.24	)%
Portfolio turnover rate		80	%		152	%		163	%		117	%		215	%		141	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

(f) Amount is less than .005%.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2012, December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.07%, 0.04%, 0.04%, 0.15% and 0.03%, respectively.

† Includes the impact of reimbursements from the Adviser, which enhanced the Portfolio’s performance for the year ended December 31, 2009 by 0.01%.

See notes to financial statements.

21

GLOBAL THEMATIC GROWTH PORTFOLIO
(FORMERLY NAMED ALLIANCEBERNSTEIN GLOBAL TECHNOLOGY PORTFOLIO)
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Thematic Growth Portfolio (formerly named AllianceBernstein Global Technology Portfolio) (the “Portfolio”) at a meeting held on April 30-May 2, 2013.

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

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it

22

AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) All Country (AC) World Index and the MSCI World Index (Net), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013, and (in the case of comparisons with the MSCI World Index) the period since inception (January 1996 inception). The directors noted that the Portfolio was 4th out of 4 of the Performance Group and in the 5th quintile of the Performance Universe for the 1-, 3- and 5-year periods, and 3rd out of 3 of the Performance Group and in the 5th quintile of the Performance Universe for the 10-year period. The directors noted the small number of other funds in the Performance Group. The Portfolio lagged the indices in all periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had lagged the Lipper VA Global Growth Funds Average and the indices. The directors also noted that at the February 2009 meetings, they had approved modifications to the Portfolio’s investment strategy and policies, including a new benchmark, the MSCI AC World Index, and a name change to AllianceBernstein Global Thematic Growth Portfolio from AllianceBernstein Global Technology Portfolio

effective May 1, 2009. As a result, the directors gave less weight to the Portfolio’s investment performance prior to May 2009. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio’s assets. The directors determined to continue to monitor the Portfolio’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed

23

GLOBAL THEMATIC GROWTH PORTFOLIO
(FORMERLY NAMED ALLIANCEBERNSTEIN GLOBAL TECHNOLOGY PORTFOLIO)
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund except that the Portfolio’s fee rate is a monthly fee based on average daily net assets whereas the Corresponding Fund’s fee rate is a quarterly fee based on net asset value at the end of each quarter.

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

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, Lipper had expanded the Portfolio’s Expense Group to include peers that had a similar (but not the same) Lipper investment objective/classification. The Portfolio’s Expense Universe had also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 3 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was about the same as the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

24

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/13 ($MIL)		Portfolio
Specialty	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	130.9	Global Thematic Growth Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

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

3 Jones v. Harris at 1427.

25

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $45,432 (0.033% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Global Thematic Growth Portfolio	Class A     0.99%	December 31
	Class B     1.24%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

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

26

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	$	130.9	Global Thematic Research Schedule		0.553	%		0.750	%
			0.80% on 1st $25m
			0.60% on next $25m
			0.50% on next $50m
			0.40% on the balance
			Minimum account size $25m

The Adviser also manages AllianceBernstein Global Thematic Growth Fund, Inc. (“Global Thematic Growth Fund, Inc.), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Global Thematic Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio7	Global Thematic Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion		0.750	%		0.750	%
		0.60% on the balance

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

Fund	Fee8
Thematic Research Growth Portfolio Class A		1.70	%
Class I (Institutional)		0.90	%

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included

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

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

7 The advisory fees of AllianceBernstein Global Thematic Growth Fund, Inc. are based on the mutual fund’s net assets at the end of each quarter and are paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fees are based on the Portfolio’s average daily net assets and are paid on a monthly basis.

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

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

27

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

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

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar

but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.^12,13

Portfolio	Contractual Management Fee (%)14		Lipper EG Median (%)		Lipper EG Rank
Global Thematic Growth Portfolio		0.750		0.796		4/10

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU.¹⁵ The Portfolio’s total expense ratio ranking is also shown in the table below.

Portfolio	Expense Ratio (%)16		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Global Thematic Growth Portfolio		0.990		0.957		7/10		0.869		19/26

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

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

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior

Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2012, relative to 2011.

10 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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

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

13 The Portfolio’s EG includes the Portfolio, three other variable insurance product (“VIP”) Global Growth funds (“GLGE”) and six VIP Global Core funds (“GLCE”).

14 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

15 The Portfolio’s EU includes the Portfolio, EG and all other VIP GLGE and VIP GLCE funds, excluding outliers.

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

28

AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $242,265 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $694,202 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

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

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

29

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2013.²³

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

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

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

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

22 The Portfolio’s PG/PU is not identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

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

30

AllianceBernstein Variable Products Series Fund

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Global Thematic Growth Portfolio24
1 year		–0.98		10.42		11.09		4/4		11/11
3 year		3.30		10.98		10.70		4/4		11/11
5 year		0.38		3.13		3.09		4/4		10/11
10 year		5.80		10.39		10.38		3/3		9/9

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmarks.²⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁸

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Global Thematic Growth Portfolio24		–0.98		3.30		0.38		5.80		4.23		24.63		0.12		5
MSCI AC World Index		9.29		9.38		1.39		9.12		N/A		21.18		0.15		5
MSCI World (Net) Index25		10.69		9.81		1.56		8.59		5.63		N/A		N/A		N/A
Inception Date: January 11, 1996

CONCLUSION:

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

Dated: May 29, 2013

24 The Portfolio’s Lipper classification changed in 2009 from VA Science/Technology Funds to VA Global Growth as a result of changes to the Portfolio’s strategy.

25 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

26 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

27 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

28 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

31

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account  Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense  Ratio*
Class A
Actual	$	1,000	$	1,094.30	$	5.50		1.06	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.54	$	5.31		1.06	%
Class B
Actual	$	1,000	$	1,093.30	$	6.80		1.31	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.30	$	6.56		1.31	%

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

1

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	2,798,305		3.9	%
Google, Inc.—Class A		2,598,852		3.6
Biogen Idec, Inc.		2,343,528		3.3
Philip Morris International, Inc.		2,247,789		3.1
Precision Castparts Corp.		2,192,297		3.0
IntercontinentalExchange, Inc.		1,958,915		2.7
Bristol-Myers Squibb Co.		1,764,808		2.4
Cognizant Technology Solutions Corp.—Class A		1,764,350		2.4
priceline.com, Inc.		1,716,295		2.4
eBay, Inc.		1,639,524		2.3
	$	21,024,663		29.1	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	19,706,259		27.2	%
Consumer Discretionary		13,079,720		18.1
Health Care		11,929,158		16.5
Consumer Staples		9,702,443		13.4
Industrials		9,477,231		13.1
Financials		4,337,699		6.0
Energy		3,107,054		4.3
Short-Term Investments		987,984		1.4
Total Investments	$	72,327,548		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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

2

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
INFORMATION TECHNOLOGY–27.3%
COMMUNICATIONS EQUIPMENT–0.9%
QUALCOMM, Inc.		10,640	$	649,891
COMPUTERS & PERIPHERALS–3.9%
Apple, Inc.		7,065		2,798,305
INTERNET SOFTWARE & SERVICES–8.1%
eBay, Inc.(a)		31,700		1,639,524
Facebook, Inc.(a)		36,630		910,622
Google, Inc.–Class A(a)		2,952		2,598,852
LinkedIn Corp.(a)		4,140		738,162
				5,887,160
IT SERVICES–5.4%
Cognizant Technology Solutions Corp.–Class A(a)		28,180		1,764,350
MAXIMUS, Inc.		7,320		545,194
Visa, Inc.–Class A		8,530		1,558,857
				3,868,401
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.1%
ASML Holding NV		9,760		772,016
SOFTWARE–7.9%
ANSYS, Inc.(a)		11,220		820,182
Aspen Technology, Inc.(a)		12,360		355,844
Cadence Design Systems, Inc.(a)		45,450		658,116
Citrix Systems, Inc.(a)		18,310		1,104,642
Oracle Corp.		46,740		1,435,853
Red Hat, Inc.(a)		13,610		650,830
ServiceNow, Inc.(a)		7,150		288,789
TIBCO Software, Inc.(a)		19,450		416,230
				5,730,486
				19,706,259
CONSUMER DISCRETIONARY–18.1%
AUTOMOBILES–1.4%
Harley-Davidson, Inc.		18,590		1,019,104
HOTELS, RESTAURANTS & LEISURE–1.8%
Starbucks Corp.		19,630		1,285,569
INTERNET & CATALOG RETAIL–5.3%
Amazon.com, Inc.(a)		5,570		1,546,733
HomeAway, Inc.(a)		18,140		586,648
priceline.com, Inc.(a)		2,075		1,716,295
				3,849,676
MEDIA–5.4%
AMC Networks, Inc.(a)		10,359		677,582
Comcast Corp.–Class A		27,280		1,142,486
Viacom, Inc.–Class B		13,130		893,497

Company	Shares		U.S. $ Value
Walt Disney Co. (The)		18,390	$	1,161,328
				3,874,893
SPECIALTY RETAIL–2.8%
CarMax, Inc.(a)		8,040		371,126
Lowe’s Cos., Inc.		21,410		875,669
O’Reilly Automotive, Inc.(a)		7,140		804,107
				2,050,902
TEXTILES, APPAREL & LUXURY GOODS–1.4%
Michael Kors Holdings Ltd.(a)		16,117		999,576
				13,079,720
HEALTH CARE–16.5%
BIOTECHNOLOGY–7.8%
Biogen Idec, Inc.(a)		10,890		2,343,528
Celgene Corp.(a)		9,430		1,102,461
Gilead Sciences, Inc.(a)		29,850		1,528,619
Quintiles Transnational Holdings, Inc.(a)		15,664		666,660
				5,641,268
HEALTH CARE EQUIPMENT & SUPPLIES–2.4%
HeartWare International, Inc.(a)		8,750		832,212
Intuitive Surgical, Inc.(a)		1,850		937,173
				1,769,385
HEALTH CARE PROVIDERS & SERVICES–1.2%
UnitedHealth Group, Inc.		13,300		870,884
LIFE SCIENCES TOOLS & SERVICES–1.1%
Illumina, Inc.(a)		10,480		784,323
PHARMACEUTICALS–4.0%
Allergan, Inc./United States		13,040		1,098,490
Bristol-Myers Squibb Co.		39,490		1,764,808
				2,863,298
				11,929,158
CONSUMER STAPLES–13.5%
FOOD & STAPLES RETAILING–4.0%
Costco Wholesale Corp.		12,660		1,399,816
CVS Caremark Corp.		25,560		1,461,521
				2,861,337
FOOD PRODUCTS–3.1%
Green Mountain Coffee Roasters, Inc.(a)		11,500		863,190
Hershey Co. (The)		9,710		866,909
Mead Johnson Nutrition Co.–Class A		6,450		511,033
				2,241,132
PERSONAL PRODUCTS–1.2%
Estee Lauder Cos., Inc. (The)–Class A		13,510		888,553

3

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

Company	Shares		U.S. $ Value
TOBACCO–5.2%
Altria Group, Inc.		41,830	$	1,463,632
Philip Morris International, Inc.		25,950		2,247,789
				3,711,421
				9,702,443
INDUSTRIALS–13.1%
AEROSPACE & DEFENSE–5.1%
Boeing Co. (The)		14,890		1,525,332
Precision Castparts Corp.		9,700		2,192,297
				3,717,629
AIR FREIGHT & LOGISTICS–0.6%
Expeditors International of Washington, Inc.		10,780		409,748
COMMERCIAL SERVICES & SUPPLIES–0.4%
Stericycle, Inc.(a)		2,360		260,615
ELECTRICAL EQUIPMENT–0.9%
AMETEK, Inc.		16,390		693,297
INDUSTRIAL CONGLOMERATES–1.7%
Danaher Corp.		19,030		1,204,599
MARINE–1.1%
Kirby Corp.(a)		9,670		769,152
PROFESSIONAL SERVICES–0.8%
Robert Half International, Inc.		17,680		587,506
ROAD & RAIL–1.1%
JB Hunt Transport Services, Inc.		10,910		788,138
TRADING COMPANIES & DISTRIBUTORS–1.4%
WW Grainger, Inc.		4,150		1,046,547
				9,477,231
FINANCIALS–6.0%
CAPITAL MARKETS–2.6%
Affiliated Managers Group, Inc.(a)		7,160		1,173,810
BlackRock, Inc.–Class A		2,720		698,632
				1,872,442
DIVERSIFIED FINANCIAL SERVICES–2.7%
IntercontinentalExchange, Inc.(a)		11,020		1,958,915
REAL ESTATE–0.7%
Realogy Holdings Corp.(a)		10,540		506,342
				4,337,699
ENERGY–4.3%
ENERGY EQUIPMENT & SERVICES–2.8%
Oceaneering International, Inc.		6,370		459,914
Schlumberger Ltd.		22,035		1,579,028
				2,038,942
OIL, GAS & CONSUMABLE FUELS–1.5%
Noble Energy, Inc.		17,790		1,068,112

	Principal Amount (000)		U.S. $ Value
			$	3,107,054
Total Common Stocks (cost $57,721,767)				71,339,564
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
State Street Time Deposit 0.01%, 7/01/13 (cost $987,984)	$	988		987,984
TOTAL INVESTMENTS–100.2% (cost $58,709,751)				72,327,548
Other assets less liabilities–(0.2)%				(113,546	)
NET ASSETS–100.0%			$	72,214,002

(a) Non-income producing security.

See notes to financial statements.

4

GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $58,709,751)	$	72,327,548
Cash		6,366
Foreign currencies, at value (cost $15,784)		15,652
Dividends and interest receivable		55,969
Receivable for capital stock sold		272
Total assets		72,405,807
LIABILITIES
Payable for capital stock redeemed		79,950
Advisory fee payable		41,931
Printing fee payable		15,948
Audit fee payable		14,258
Legal fee payable		12,945
Distribution fee payable		9,067
Administrative fee payable		7,467
Transfer Agent fee payable		128
Accrued expenses		10,111
Total liabilities		191,805
NET ASSETS	$	72,214,002
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,903
Additional paid-in capital		63,357,818
Undistributed net investment income		26,851
Accumulated net realized loss on investment and foreign currency transactions		(4,791,235	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		13,617,665
	$	72,214,002

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	25,491,078		1,003,315	$	25.41
B	$	46,722,924		1,899,651	$	24.60

See notes to financial statements.

5

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,011)	$	385,472
Affiliated issuers		373
Interest		90
Securities lending income		2,919
		388,854
EXPENSES
Advisory fee (see Note B)		276,986
Distribution fee—Class B		60,054
Transfer agency—Class A		1,205
Transfer agency—Class B		2,244
Custodian		39,047
Administrative		21,722
Audit		16,878
Legal		14,414
Printing		13,456
Directors’ fees		2,235
Miscellaneous		1,747
Total expenses		449,988
Net investment loss		(61,134	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		4,964,467
Foreign currency transactions		4,583
Net change in unrealized appreciation/depreciation of:
Investments		1,751,469
Foreign currency denominated assets and liabilities		(519	)
Net gain on investment and foreign currency transactions		6,720,000
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,658,866

See notes to financial statements.

6

GROWTH PORTFOLIO
Statement of Changes in Net Assets	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(61,134	)	$	88,999
Net realized gain on investment and foreign currency transactions		4,969,050			7,721,679
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		1,750,950			2,746,887
Net increase in net assets from operations		6,658,866			10,557,565
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(15,259	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(6,612,772	)		(20,321,277	)
Total increase (decrease)		46,094			(9,778,971	)
NET ASSETS
Beginning of period		72,167,908			81,946,879
End of period (including undistributed net investment income of $26,851 and $87,985, respectively)	$	72,214,002			$72,167,908

See notes to financial statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

8

AllianceBernstein Variable Products Series Fund

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

71,339,564

$

–0

–

$

–0

–

$

71,339,564

Short-Term Investments

–0

–

987,984

–0

–

987,984

Total Investments in Securities

71,339,564

987,984

–0

–

72,327,548

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

71,339,564

$

987,984

$

–0

–

$

72,327,548

* See Portfolio of Investments for sector classifications.

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

^ There were no transfers between Level 1 and Level 2 during the reporting period.

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

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

9

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

10

AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,722.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $32,412, of which $84 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	25,757,951		$	32,486,542
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	14,243,256
Gross unrealized depreciation		(625,459	)
Net unrealized appreciation	$	13,617,797

1. Derivative Financial Instruments

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

11

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

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of June 30, 2013, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $2,919 and $373 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)			Dividend Income (000)
$	1,398	$	6,375	$	7,773	$	–0	–	$	–0	–*

* Amount is less than $500.

12

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		26,741			11,826		$	657,041		$	270,544
Shares issued in reinvestment of dividends		–0	–		667			–0	–		15,259
Shares redeemed		(109,722	)		(437,480	)		(2,732,540	)		(9,789,368	)
Net decrease		(82,981	)		(424,987	)	$	(2,075,499	)	$	(9,503,565	)
Class B
Shares sold		27,936			41,092		$	663,371		$	902,096
Shares redeemed		(214,540	)		(534,612	)		(5,200,644	)		(11,719,808	)
Net decrease		(186,604	)		(493,520	)	$	(4,537,273	)	$	(10,817,712	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

13

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

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	15,259	$	–0	–
Total taxable distributions paid	$	15,259	$	–0	–

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	84,956
Accumulated capital and other losses		(9,520,982	)(a)
Unrealized appreciation/(depreciation)		11,630,442	(b)
Total accumulated earnings/(deficit)	$	2,194,416

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $9,116,078. During the fiscal year, the Portfolio utilized $7,958,604 of capital loss carryforwards to offset current year net realized gains. At December 31, 2012, the Portfolio had a post-October short-term capital loss deferral of $404,904, which is deemed to arise on January 1, 2013.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and return of capital distributions received from underlying securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $9,116,078 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$9,116,078	n/a	2017

NOTE J: Subsequent Events

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

14

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$23.22			$20.40			$20.15			$17.56			$13.19			$22.91
Income From Investment Operations
Net investment income (loss) (a)		(.00	)(b)		.06			.03			.03			.04			(.04	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.19			2.77			.22			2.61			4.33			(9.68	)
Net increase (decrease) in net asset value from operations		2.19			2.83			.25			2.64			4.37			(9.72	)
Less: Dividends
Dividends from net investment income		–0	–		(.01	)		–0	–		(.05	)		–0	–		–0	–
Net asset value, end of period		$25.41			$23.22			$20.40			$20.15			$17.56			$13.19
Total Return
Total investment return based on net asset value (c)*		9.43	%		13.89	%		1.24	%		15.06	%		33.13	%		(42.43	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$25,491			$25,220			$30,833			$37,198			$37,948			$33,992
Ratio to average net assets of:
Expenses		1.06	%(d)		1.06	%		1.00	%		1.00	%(e)		1.06	%		.94	%
Net investment income (loss)		(.00	)%(d)(f)		.27	%		.17	%		.15	%(e)		.28	%		(.22	)%
Portfolio turnover rate		36	%		83	%		97	%		121	%		197	%		103	%

See footnote summary on page 16.

15

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$22.50			$19.81			$19.62			$17.10			$12.88			$22.42
Income From Investment Operations
Net investment income (loss) (a)		(.03	)		.01			(.02	)		(.02	)		.01			(.08	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.13			2.68			.21			2.55			4.21			(9.46	)
Net increase (decrease) in net asset value from operations		2.10			2.69			.19			2.53			4.22			(9.54	)
Less: Dividends
Dividends from net investment income		–0	–		–0	–		–0	–		(.01	)		–0	–		–0	–
Net asset value, end of period		$24.60			$22.50			$19.81			$19.62			$17.10			$12.88
Total Return
Total investment return based on net asset value (c)*		9.33	%		13.58	%		.97	%		14.80	%		32.76	%		(42.55	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$46,723			$46,948			$51,114			$61,325			$63,368			$53,248
Ratio to average net assets of:
Expenses		1.31	%(d)		1.31	%		1.25	%		1.25	%(e)		1.31	%		1.19	%
Net investment income (loss)		(.25	)%(d)		.03	%		(.08	)%		(.10	)%(e)		.04	%		(.47	)%
Portfolio turnover rate.		36	%		83	%		97	%		121	%		197	%		103	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

(f) Amount is less than .005%.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2013 and years ended December 31, 2012, December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.02%, 0.28%, 0.07%, 0.22%, 0.41% and 0.03%, respectively.

See notes to financial statements.

16

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

17

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Growth Index (the “Index”) (the Fund’s benchmark since May 1, 2009), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the Index) the period since inception (September 1994 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 1-, 5- and 10-year periods, and in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period. The Portfolio essentially matched the Index in the period since inception and lagged the Index in all other periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had lagged the Lipper VA Large Cap Growth Funds Average and the Index. The directors also noted that at their February 2009 meetings they had approved a broadening of the number of stocks in the Portfolio’s portfolio and a new benchmark, the Russell 1000 Growth Index. As a result, the directors gave less weight to the Portfolio’s performance prior to 2009. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial

18

AllianceBernstein Variable Products Series Fund

differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 6 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median. The directors noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors also noted that the Portfolio’s relatively small asset base of approximately $75 million impacted the expense ratio in absolute terms. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
Growth	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	74.8	Growth Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

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

3 Jones v. Harris at 1427.

20

AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $44,841 (0.057% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Growth Portfolio	Class A    1.06%	December 31
	Class B    1.31%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

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

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

21

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 3/31/13 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth Portfolio	$74.8	U.S. Growth Schedule 0.80% on 1st $25m 0.50% on next $25m 0.40% on next $50m 0.30% on next $100m 0.25% on the balance Minimum account size $25m		0.567	%		0.750	%

The Adviser also manages AllianceBernstein Growth Fund, Inc. (“Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Growth Portfolio	Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as folows:

Portfolio	ITM Mutual Fund	Fee
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund A, B-Hedged/Unhedged	0.75%

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

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

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

8 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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

22

AllianceBernstein Variable Products Series Fund

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

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank		Lipper EG Quintile
Growth Portfolio		0.750		0.750		7/14		3

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”).

The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth Portfolio		1.061		0.880		14/14		0.796		71/72

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2012, relative to 2011.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $126,305 in Rule 12b-1 fees.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

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

12 Most recently completed fiscal year end Class A total expense ratio.

23

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $410,046 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

24

AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2013.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Growth Portfolio
1 year		7.81		8.29		8.23		10/14		39/66
3 year		12.37		12.74		11.95		8/14		26/62
5 year		4.83		4.95		4.90		8/13		31/59
10 year		7.84		7.91		7.95		8/12		31/52

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

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

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

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

18 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

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

25

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth Portfolio		13.67		14.49		3.7		7.84		8.95		16.57		0.43		10
Russell 1000 Growth Index		17.63		13.66		3.88		8.77		10.46		15.00		0.50		10
Inception Date: September 15, 1994

CONCLUSION:

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

Dated: May 29, 2013

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,162.70	$	3.27		0.61	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.77	$	3.06		0.61	%
Class B
Actual	$	1,000	$	1,161.30	$	4.61		0.86	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.53	$	4.31		0.86	%

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

1

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Boeing Co. (The)	$	32,480,651		4.2	%
UnitedHealth Group, Inc.		30,514,335		4.0
JPMorgan Chase & Co.		30,328,911		4.0
Liberty Interactive Corp.		29,917,579		3.9
Berkshire Hathaway, Inc.		27,969,032		3.6
Exxon Mobil Corp.		26,267,455		3.4
Chevron Corp.		24,060,889		3.1
Wells Fargo & Co.		23,790,504		3.1
Amgen, Inc.		20,453,402		2.7
Cisco Systems, Inc.		20,202,096		2.6
	$	265,984,854		34.6	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	183,004,271		23.7	%
Health Care		155,456,762		15.0
Consumer Discretionary		97,348,524		12.6
Information Technology		94,301,874		12.2
Energy		93,154,419		12.1
Industrials		82,708,751		10.7
Consumer Staples		34,541,241		4.5
Telecommunication Services		17,347,770		2.3
Materials		15,405,210		2.0
Short-Term		38,168,166		4.9
Total Investments	$	771,436,988		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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

2

GROWTH & INCOME PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–95.3%
FINANCIALS–23.8%
CAPITAL MARKETS–6.5%
BlackRock, Inc.–Class A		65,970	$	16,944,394
Goldman Sachs Group, Inc. (The)		95,700		14,474,625
State Street Corp.		279,900		18,252,279
				49,671,298
COMMERCIAL BANKS–3.9%
Fifth Third Bancorp		332,020		5,992,961
Wells Fargo & Co.		576,460		23,790,504
				29,783,465
CONSUMER FINANCE–0.7%
Capital One Financial Corp.		89,560		5,625,264
DIVERSIFIED FINANCIAL SERVICES–4.3%
IntercontinentalExchange, Inc.(a)		17,245		3,065,471
JPMorgan Chase & Co.		574,520		30,328,911
				33,394,382
INSURANCE–8.4%
ACE Ltd.		135,490		12,123,645
Berkshire Hathaway, Inc.(a)		249,902		27,969,032
Brown & Brown, Inc.		303,777		9,793,771
Hartford Financial Services Group, Inc.		112,070		3,465,204
MetLife, Inc.		112,942		5,168,226
Travelers Cos., Inc. (The)		75,200		6,009,984
				64,529,862
				183,004,271
HEALTH CARE–15.0%
BIOTECHNOLOGY–3.2%
Amgen, Inc.		207,312		20,453,402
Celgene Corp.(a)		37,050		4,331,515
				24,784,917
HEALTH CARE EQUIPMENT & SUPPLIES–0.7%
Zimmer Holdings, Inc.		73,400		5,500,596
HEALTH CARE PROVIDERS & SERVICES–6.0%
Humana, Inc.		91,530		7,723,301
McKesson Corp.		66,960		7,666,920
UnitedHealth Group, Inc.		466,010		30,514,335
				45,904,556
PHARMACEUTICALS–5.1%
Bristol-Myers Squibb Co.		196,210		8,768,625
Merck & Co., Inc.		332,579		15,448,295
Pfizer, Inc.		537,300		15,049,773
				39,266,693
				115,456,762
CONSUMER DISCRETIONARY–12.6%
INTERNET & CATALOG RETAIL–3.9%
Liberty Interactive Corp.(a)		1,300,199	$	29,917,579
LEISURE EQUIPMENT & PRODUCTS–1.3%
Mattel, Inc.		101,670		4,606,668
Polaris Industries, Inc.		59,730		5,674,350
				10,281,018
MEDIA–6.1%
Comcast Corp.–Class A		445,120		18,641,626
Scripps Networks Interactive, Inc.–Class A		136,900		9,139,444
Viacom, Inc.–Class B		276,570		18,820,588
				46,601,658
MULTILINE RETAIL–0.9%
Macy’s, Inc.		148,500		7,128,000
SPECIALTY RETAIL–0.4%
O’Reilly Automotive, Inc.(a)		30,370		3,420,269
				97,348,524
INFORMATION TECHNOLOGY–12.3%
COMMUNICATIONS EQUIPMENT–2.6%
Cisco Systems, Inc.		831,020		20,202,096
COMPUTERS & PERIPHERALS–2.6%
Apple, Inc.		49,945		19,782,215
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–2.0%
Avnet, Inc.(a)		135,390		4,549,104
TE Connectivity Ltd.		231,070		10,522,928
				15,072,032
IT SERVICES–1.9%
Amdocs Ltd.		148,604		5,511,722
NeuStar, Inc.–Class A(a)		191,130		9,304,209
				14,815,931
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.8%
NVIDIA Corp.		455,630		6,392,489
SOFTWARE–2.4%
Cadence Design Systems, Inc.(a)		438,660		6,351,797
Microsoft Corp.		195,780		6,760,284
Oracle Corp.		160,320		4,925,030
				18,037,111
				94,301,874

3

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

Company	Shares		U.S. $ Value
ENERGY–12.1%
ENERGY EQUIPMENT & SERVICES–2.8%
Diamond Offshore Drilling, Inc.		177,579	$	12,215,660
National Oilwell Varco, Inc.		78,617		5,416,711
Transocean Ltd.		88,260		4,232,067
				21,864,438
OIL, GAS & CONSUMABLE FUELS–9.3%
Chevron Corp.		203,320		24,060,889
ConocoPhillips		145,260		8,788,230
Exxon Mobil Corp.		290,730		26,267,455
HollyFrontier Corp.		128,020		5,476,696
Occidental Petroleum Corp.		75,050		6,696,711
				71,289,981
				93,154,419
INDUSTRIALS–10.7%
AEROSPACE & DEFENSE–5.2%
Boeing Co. (The)		317,070		32,480,651
Raytheon Co.		115,040		7,606,445
				40,087,096
AIRLINES–0.5%
Delta Air Lines, Inc.(a)		188,360		3,524,216
INDUSTRIAL CONGLOMERATES–2.6%
Carlisle Cos., Inc.		96,460		6,010,422
General Electric Co.		617,820		14,327,246
				20,337,668
MACHINERY–2.4%
Dover Corp.		79,070		6,140,576
Lincoln Electric Holdings, Inc.		48,423		2,773,185
Parker Hannifin Corp.		45,870		4,375,998
Trinity Industries, Inc.		142,300		5,470,012
				18,759,771
				82,708,751
CONSUMER STAPLES–4.5%
FOOD & STAPLES RETAILING–1.8%
CVS Caremark Corp.		241,027		13,781,924
FOOD PRODUCTS–1.6%
Kraft Foods Group, Inc.		225,540	$	12,600,920
HOUSEHOLD PRODUCTS–1.1%
Energizer Holdings, Inc.		81,170		8,158,397
				34,541,241
TELECOMMUNICATION SERVICES–2.3%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.3%
AT&T, Inc.		490,050		17,347,770
MATERIALS–2.0%
CHEMICALS–0.3%
CF Industries Holdings, Inc.		12,830		2,200,345
METALS & MINING–0.6%
Reliance Steel & Aluminum Co.		67,250		4,408,910
PAPER & FOREST PRODUCTS–1.1%
Domtar Corp.		132,270		8,795,955
				15,405,210
Total Common Stocks (cost $569,782,812)				733,268,822
	Principal Amount (000)
SHORT-TERM INVESTMENTS–5.0%
TIME DEPOSIT–5.0%
State Street Time Deposit 0.01%, 7/01/13 (cost $38,168,166)	$	38,168		38,168,166
TOTAL INVESTMENTS–100.3% (cost $607,950,978)				771,436,988
Other assets less liabilities–(0.3)%				(2,059,569	)
NET ASSETS–100.0%			$	769,377,419

(a) Non-income producing security.

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $607,950,978)	$	771,436,988
Cash		73,003
Dividends and interest receivable		863,121
Receivable for capital stock sold		268,631
Total assets		772,641,743
LIABILITIES
Payable for investment securities purchased		1,521,963
Payable for capital stock redeemed		1,106,435
Advisory fee payable		326,868
Distribution fee payable		120,816
Administrative fee payable		7,235
Transfer Agent fee payable		62
Accrued expenses		180,945
Total liabilities		3,264,324
NET ASSETS	$	769,377,419
COMPOSITION OF NET ASSETS
Capital stock, at par	$	32,382
Additional paid-in capital		715,729,592
Undistributed net investment income		5,302,570
Accumulated net realized loss on investment transactions		(115,173,135	)
Net unrealized appreciation on investments		163,486,010
	$	769,377,419

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	143,991,909		6,012,422	$	23.95
B	$	625,385,510		26,369,886	$	23.72

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	9,047,111
Affiliated issuers		889
Interest		2,988
Securities lending income		2,516
		9,053,504
EXPENSES
Advisory fee (see Note B)		2,479,283
Distribution fee—Class B		953,448
Transfer agency—Class A		921
Transfer agency—Class B		5,037
Printing		94,508
Custodian		79,165
Legal		24,167
Administrative		21,503
Audit		16,910
Directors’ fees		2,265
Miscellaneous		11,584
Total expenses		3,688,791
Net investment income		5,364,713
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		105,866,253	(a)
Net change in unrealized appreciation/depreciation of investments		32,698,836
Net gain on investment transactions		138,565,089
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	143,929,802

(a) On May 17, 2013, the Portfolio had a redemption-in-kind with total proceeds in the amount of $208,680,875. The gain on investments of $48,761,433 will not be realized for tax purposes.

See notes to financial statements.

6

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

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,364,713		$	11,486,585
Net realized gain on investment transactions		105,866,253			85,199,940
Net change in unrealized appreciation/depreciation of investments		32,698,836			47,593,504
Net increase in net assets from operations		143,929,802			144,280,029
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,985,126	)		(2,047,549	)
Class B		(9,529,113	)		(10,212,718	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(258,638,107	)		(110,664,705	)
Total increase (decrease)		(126,222,544	)		21,355,057
NET ASSETS
Beginning of period		895,599,963			874,244,906
End of period (including undistributed net investment income of $5,302,570 and $11,452,096, respectively)	$	769,377,419		$	895,599,963

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

8

AllianceBernstein Variable Products Series Fund

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

733,268,822

$

–0

–

$

–0

–

$

733,268,822

Short-Term Investments

–0

–

38,168,166

–0

–

38,168,166

Total Investments in Securities

733,268,822

38,168,166

–0

–

771,436,988

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

733,268,822

$

38,168,166

$

–0

–

$

771,436,988

* See Portfolio of Investments for sector classifications.

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

^ There were no transfers between Level 1 and Level 2 during the reporting period.

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

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

9

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

10

AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,503.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $445,325, of which $27 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	229,884,501		$	318,569,949
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	169,545,276
Gross unrealized depreciation		(6,059,266	)
Net unrealized appreciation	$	163,486,010

1. Derivative Financial Instruments

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

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

11

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

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of June 30, 2013, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $2,516 and $889 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	0	$	49,050	$	49,050	$	0	$	1

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		456,580			712,493		$	10,541,171		$	14,040,425
Shares issued in reinvestment of dividends		83,584			102,122			1,985,126			2,047,549
Shares redeemed		(820,868	)		(2,206,162	)		(18,828,099	)		(43,687,727	)
Net decrease		(280,704	)		(1,391,547	)	$	(6,301,802	)	$	(27,599,753	)

12

AllianceBernstein Variable Products Series Fund

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class B
Shares sold		1,409,353			3,411,047		$	32,083,038		$	66,260,473
Shares issued in reinvestment of dividends		404,977			514,236			9,529,113			10,212,719
Shares redeemed		(12,435,446	)		(8,107,526	)		(293,948,456	)		(159,538,144	)
Net decrease		(10,621,116	)		(4,182,243	)	$	(252,336,305	)	$	(83,064,952	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	12,260,267	$	11,097,642
Total taxable distributions paid	$	12,260,267	$	11,097,642

13

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

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	11,452,096
Accumulated capital and other losses		(216,439,527	)(a)
Unrealized appreciation/(depreciation)		126,187,313	(b)
Total accumulated earnings/(deficit)	$	(78,800,118	)

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $216,439,527. During the fiscal year, the Portfolio utilized $81,782,652 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $216,439,527 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  216,439,527	n/a	2017

NOTE J: Subsequent Events

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

14

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	Class A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$20.88			$18.05			$17.19			$15.20			$13.10			$26.82
Income From Investment Operations
Net investment income(a)		.16			.29			.27			.20			.21			.30
Net realized and unrealized gain (loss) on investment transactions		3.24			2.86			.83			1.79			2.47			(9.77	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		3.40			3.15			1.10			1.99			2.68			(9.47	)
Less: Dividends and Distributions
Dividends from net investment income		(.33	)		(.32	)		(.24	)		–0	–		(.58	)		(.45	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(3.80	)
Total dividends and distributions		(.33	)		(.32	)		(.24	)		–0	–		(.58	)		(4.25	)
Net asset value, end of period		$23.95			$20.88			$18.05			$17.19			$15.20			$13.10
Total Return
Total investment return based on net asset value(c)*		16.27	%		17.53	%		6.32	%		13.09	%		20.82	%		(40.60	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$143,991			$131,402			$138,731			$201,521			$215,085			$211,920
Ratio to average net assets of:
Expenses		.61	%(d)		.60	%		.60	%		.63	%(e)		.63	%		.62	%
Net investment income		1.39	%(d)		1.48	%		1.52	%		1.30	%(e)		1.58	%		1.61	%
Portfolio turnover rate		27	%		80	%		76	%		66	%		125	%		184	%

See footnote summary on page 16.

15

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

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

	Class B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$20.66			$17.86			$17.01			$15.08			$12.97			$26.55
Income From Investment Operations
Net investment income(a)		.13			.24			.23			.16			.18			.25
Net realized and unrealized gain (loss) on investment transactions		3.20			2.83			.81			1.77			2.42			(9.66	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		3.33			3.07			1.04			1.93			2.60			(9.41	)
Less: Dividends and Distributions
Dividends from net investment income		(.27	)		(.27	)		(.19	)		–0	–		(.49	)		(.37	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(3.80	)
Total dividends and distributions		(.27	)		(.27	)		(.19	)		–0	–		(.49	)		(4.17	)
Net asset value, end of period		$23.72			$20.66			$17.86			$17.01			$15.08			$12.97
Total Return
Total investment return based on net asset value(c)*		16.13	%		17.24	%		6.07	%		12.80	%		20.35	%		(40.69	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$625,386			$764,198			$735,514			$805,714			$837,533			$819,994
Ratio to average net assets of:
Expenses		.86	%(d)		.85	%		.85	%		.88	%(e)		.88	%		.87	%
Net investment income		1.15	%(d)		1.23	%		1.28	%		1.05	%(e)		1.33	%		1.36	%
Portfolio turnover rate		27	%		80	%		76	%		66	%		125	%		184	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2013 and years ended December 31, 2012, December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.04%, 0.19%, 0.13%, 0.27%, 0.54% and 0.46%, respectively.

See notes to financial statements.

16

GROWTH & INCOME PORTFOLIO AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth and Income Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

17

GROWTH & INCOME PORTFOLIO
(continued)	AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the Index) the period since inception (January 1991 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 3-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 3-year period and lagged it in all other periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Multi-Cap Core Funds Average and lagged the Index. Based on their review, the directors concluded that the Portfolio’s performance in recent years was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

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

18

AllianceBernstein Variable Products Series Fund

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	948.2	Growth & Income Portfolio

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

3 Jones v. Harris at 1427.

20

AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,194 (0.01% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Growth & Income Portfolio	Class A    0.60% Class B    0.85%		December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth & Income Portfolio	$948.2	Relative Value Schedule 65 bp on first $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m		0.280	%		0.550	%

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

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

21

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Growth & Income Fund, Inc. (“Growth & Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Growth & Income Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Growth & Income Portfolio	Growth & Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550	%		0.550	%

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.⁸

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

Portfolio	Contractual Management Fee9		Lipper Exp. Group Median (%)		Rank
Growth & Income Portfolio		0.550		0.702		3/15

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Growth & Income Portfolio		0.602		0.728		2/15		0.750		3/36

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

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

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

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

9 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

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

11 Most recently completed fiscal year end Class A total expense ratio.

22

AllianceBernstein Variable Products Series Fund

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2011, relative to 2010.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $1,943,217 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $4,634,478 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,311 from the Portfolio.¹²

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

12 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2011.

23

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹³ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics.¹⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

13 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

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

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

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

24

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 29, 2012.¹⁹

	Fund		PG Median		PU Median		PG Rank		PU Rank
Growth & Income Portfolio
1 year		9.76		0.31		1.53		1/15		1/46
3 year		23.56		23.33		23.25		5/14		18/43
5 year		0.03		0.03		–0.04		6/11		18/36
10 year		3.92		4.08		4.39		7/10		18/24

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 29, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth & Income Portfolio		9.76		23.56		0.03		3.92		8.74		16.55		0.20		10
Russell 1000 Value Index		2.18		25.01		–1.08		4.75		10.14		16.67		0.25		10
Inception Date: February 25, 1994

CONCLUSION:

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

Dated: May 25, 2012

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

18 The Portfolio’s PG is identical to the Portfolio’s EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

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

20 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 29, 2012.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	974.00	$	3.62		0.74	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.12	$	3.71		0.74	%
Class B
Actual	$	1,000	$	972.90	$	4.84		0.99	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.89	$	4.96		0.99	%

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

1

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	29,753,538		26.4	%
Mortgage Pass-Throughs		22,678,145		20.1
Asset-Backed Securities		13,837,312		12.3
Commercial Mortgage-Backed Securities		11,714,708		10.4
Governments—Treasuries		7,026,978		6.2
Agencies		4,237,999		3.8
Corporates—Non-Investment Grades		2,062,473		1.8
Collateralized Mortgage Obligations		1,832,262		1.6
Quasi-Sovereigns		1,737,104		1.5
Governments—Sovereign Bonds		609,700		0.6
Preferred Stocks		353,394		0.3
Local Governments—Municipal Bonds		268,634		0.2
Emerging Markets—Corporate Bonds		99,125		0.1
Other**		83,343		0.1
Short-Term Investments		16,448,325		14.6
Total Investments	$	112,743,040		100.0	%

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

** “Other” represents less than 0.1% weightings in the following security types: Governments—Sovereign Agencies, Common Stocks and Warrants.

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

			Principal Amount (000)		U.S. $ Value
CORPORATES–INVESTMENT GRADES–30.7%
INDUSTRIAL–15.3%
BASIC–2.3%
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20		U.S.$		161	$	150,518
Basell Finance Co. BV 8.10%, 3/15/27(a)				85		107,597
Cia Minera Milpo SAA 4.625%, 3/28/23(a)				260		235,698
Dow Chemical Co. (The) 4.125%, 11/15/21				85		86,924
4.375%, 11/15/42				94		83,195
8.55%, 5/15/19				86		109,725
Gerdau Trade, Inc. 4.75%, 4/15/23(a)				260		238,304
5.75%, 1/30/21(a)				101		99,485
Glencore Funding LLC 2.50%, 1/15/19(a)				260		235,224
International Paper Co. 4.75%, 2/15/22				65		68,399
7.95%, 6/15/18				56		68,568
LyondellBasell Industries NV 5.75%, 4/15/24				200		219,933
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(a)				260		238,325
Vale SA 5.625%, 9/11/42				285		248,632
						2,190,527
CAPITAL GOODS–0.6%
Embraer SA 5.15%, 6/15/22				82		82,205
Owens Corning 6.50%, 12/01/16(b)				160		178,606
Republic Services, Inc. 5.25%, 11/15/21				150		164,687
5.50%, 9/15/19				160		181,090
						606,588
COMMUNICATIONS– MEDIA–3.3%
CBS Corp. 3.375%, 3/01/22				226		217,854
5.75%, 4/15/20				83		94,077
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22				280		396,211
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.50%, 3/01/16				95		99,799
3.80%, 3/15/22				165		158,497
4.75%, 10/01/14				160		167,436
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(a)(c)	U.S.$			305	$	313,388
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(a)				128		128,000
News America, Inc. 4.50%, 2/15/21				300		321,383
Omnicom Group, Inc. 3.625%, 5/01/22				103		99,342
Reed Elsevier Capital, Inc. 8.625%, 1/15/19				250		311,198
TCI Communications, Inc. 7.875%, 2/15/26				115		152,201
Time Warner Entertainment Co. LP 8.375%, 3/15/23				326		406,058
WPP Finance UK 8.00%, 9/15/14				315		339,951
						3,205,395
COMMUNICATIONS– TELECOMMUNICATIONS–1.1%
American Tower Corp. 5.05%, 9/01/20				260		273,232
AT&T, Inc. 4.30%, 12/15/42				31		26,998
4.45%, 5/15/21				177		190,637
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)				320		312,156
Rogers Communications, Inc. 4.00%, 6/06/22		CAD		27		25,374
Telefonica Emisiones SAU 5.462%, 2/16/21		U.S.$		120		123,713
United States Cellular Corp. 6.70%, 12/15/33				80		77,940
						1,030,050
CONSUMER CYCLICAL– AUTOMOTIVE–0.8%
Ford Motor Credit Co. LLC 5.00%, 5/15/18				460		490,555
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)				250		266,930
						757,485
CONSUMER CYCLICAL–ENTERTAINMENT–0.5%
Time Warner, Inc. 7.625%, 4/15/31				325		409,680

3

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

			Principal Amount (000)		U.S. $ Value
Viacom, Inc. 5.625%, 9/15/19	U.S.$			60	$	68,874
						478,554
CONSUMER CYCLICAL– OTHER–0.1%
Host Hotels & Resorts LP 5.25%, 3/15/22				125		129,497
CONSUMER CYCLICAL– RETAILERS–0.3%
Dollar General Corp. 4.125%, 7/15/17				50		52,739
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22				290		290,757
						343,496
CONSUMER NON-CYCLICAL–1.8%
Actavis, Inc. 3.25%, 10/01/22				100		93,230
Ahold Finance USA LLC 6.875%, 5/01/29				290		351,922
Bunge Ltd. Finance Corp. 5.10%, 7/15/15				206		221,475
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)				350		353,656
ConAgra Foods, Inc. 3.20%, 1/25/23				82		78,414
Kroger Co. (The) 3.40%, 4/15/22				206		201,118
Reynolds American, Inc. 3.25%, 11/01/22				127		118,059
Tyson Foods, Inc. 4.50%, 6/15/22				290		296,329
						1,714,203
ENERGY–2.5%
Anadarko Petroleum Corp. 6.45%, 9/15/36				124		143,684
Encana Corp. 3.90%, 11/15/21				375		380,660
Marathon Petroleum Corp. 5.125%, 3/01/21				104		114,691
Nabors Industries, Inc. 9.25%, 1/15/19				254		315,145
Noble Energy, Inc. 8.25%, 3/01/19				238		299,730
Noble Holding International Ltd. 4.90%, 8/01/20				32		33,702
Phillips 66 4.30%, 4/01/22				415		428,788
Transocean, Inc. 2.50%, 10/15/17				126		124,518
Valero Energy Corp. 6.125%, 2/01/20				177		205,682
Weatherford International Ltd./Bermuda 5.125%, 9/15/20	U.S.$			95	$	99,574
6.00%, 3/15/18				12		13,476
9.625%, 3/01/19				190		240,202
						2,399,852
TECHNOLOGY–1.1%
Agilent Technologies, Inc. 5.00%, 7/15/20				64		68,953
Baidu, Inc. 2.25%, 11/28/17				220		214,014
Hewlett-Packard Co. 4.65%, 12/09/21				162		162,015
Motorola Solutions, Inc.
3.50%, 3/01/23				165		155,544
7.50%, 5/15/25				25		30,345
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22				300		293,375
Total System Services, Inc. 2.375%, 6/01/18				74		71,694
3.75%, 6/01/23				69		64,067
						1,060,007
TRANSPORTATION– AIRLINES–0.3%
Southwest Airlines Co.
5.25%, 10/01/14				210		219,822
5.75%, 12/15/16				75		83,207
						303,029
TRANSPORTATION– SERVICES–0.6%
Asciano Finance Ltd. 3.125%, 9/23/15(a)				310		316,775
Ryder System, Inc.
5.85%, 11/01/16				116		129,811
7.20%, 9/01/15				108		121,206
						567,792
						14,786,475
FINANCIAL INSTITUTIONS–11.2%
BANKING–7.2%
Bank of America Corp.
3.30%, 1/11/23				70		66,160
5.00%, 5/13/21				60		63,976
5.875%, 2/07/42				298		333,167
Series L
5.65%, 5/01/18				350		388,844
Barclays Bank PLC
6.625%, 3/30/22(a)		EUR		180		262,589
7.625%, 11/21/22	U.S.$			280		274,750
Citigroup, Inc. 8.50%, 5/22/19				200		252,005
Compass Bank 5.50%, 4/01/20				250		252,525

4

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Cooperatieve Centrale Raiffeisen-Boerenleenbank BA/Netherlands 3.95%, 11/09/22	U.S.$		280	$	267,756
Danske Bank A/S Series E 5.684%, 2/15/17	GBP		98		140,855
Fifth Third Bancorp 3.50%, 3/15/22	U.S.$		121		119,936
Goldman Sachs Group, Inc. (The) 5.75%, 1/24/22			165		181,997
6.00%, 6/15/20			395		443,831
HSBC Holdings PLC 4.00%, 3/30/22			320		327,623
5.10%, 4/05/21			194		213,140
ING Bank NV 2.00%, 9/25/15(a)			280		283,790
JPMorgan Chase & Co. 4.40%, 7/22/20			305		318,947
4.50%, 1/24/22			25		26,178
Series Q 5.15%, 5/01/23			79		75,248
Macquarie Group Ltd. 4.875%, 8/10/17(a)			232		245,034
Morgan Stanley
Series G
5.50%, 7/24/20–7/28/21			273		292,785
6.625%, 4/01/18			295		334,369
Murray Street Investment Trust I 4.647%, 3/09/17			27		28,586
National Capital Trust II 5.486%, 3/23/15(a)			122		122,610
National Westminster Bank PLC 6.50%, 9/07/21	GBP		50		74,314
Nationwide Building Society 6.25%, 2/25/20(a)	U.S.$		230		256,395
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(a)			44		48,629
Santander US Debt SAU 2.991%, 10/07/13(a)			300		301,711
Societe Generale SA 2.50%, 1/15/14(a)			205		206,517
Standard Chartered PLC Series E 4.00%, 7/12/22(a)			265		262,111
UBS AG/Stamford CT 7.625%, 8/17/22			250		274,362
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(a)			190		193,087
Vesey Street Investment Trust I 4.404%, 9/01/16	U.S.$		71	$	75,607
					7,009,434
BROKERAGE–0.3%
Nomura Holdings, Inc. 2.00%, 9/13/16			248		245,232
FINANCE–0.1%
General Electric Capital Corp. 4.65%, 10/17/21			127		134,717
INSURANCE–2.7%
American International Group, Inc. 4.875%, 6/01/22			75		79,944
6.40%, 12/15/20			215		249,333
Coventry Health Care, Inc. 6.30%, 8/15/14			280		295,975
Guardian Life Insurance Co. of America 7.375%, 9/30/39(a)			164		210,884
Hartford Financial Services Group, Inc. 4.00%, 3/30/15			85		88,875
5.50%, 3/30/20			200		221,191
Humana, Inc. 6.30%, 8/01/18			50		57,481
7.20%, 6/15/18			85		101,252
Lincoln National Corp. 8.75%, 7/01/19			113		144,881
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)			110		161,205
MetLife, Inc. 7.717%, 2/15/19			109		136,912
10.75%, 8/01/39			85		131,325
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			225		304,444
Prudential Financial, Inc. 5.625%, 6/15/43			185		181,300
WellPoint, Inc. 3.30%, 1/15/23			101		96,147
XL Group PLC 5.25%, 9/15/14			110		115,422
					2,576,571
OTHER FINANCE–0.3%
ORIX Corp. 4.71%, 4/27/15			283		297,532
REITS–0.6%
HCP, Inc. 5.375%, 2/01/21			278		301,558
Health Care REIT, Inc. 5.25%, 1/15/22			275		295,560
					597,118
					10,860,604

5

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

		Principal Amount (000)		U.S. $ Value
UTILITY–3.7%
ELECTRIC–1.1%
CMS Energy Corp. 5.05%, 3/15/22	U.S.$		98	$	105,879
Constellation Energy Group, Inc. 5.15%, 12/01/20			64		70,190
FirstEnergy Corp. Series B 4.25%, 3/15/23			54		50,172
MidAmerican Energy Holdings Co. 6.125%, 4/01/36			260		294,961
Pacific Gas & Electric Co. 4.50%, 12/15/41			125		120,393
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)			235		239,021
TECO Finance, Inc.
4.00%, 3/15/16			95		101,275
5.15%, 3/15/20			120		132,647
					1,114,538
NATURAL GAS–2.6%
DCP Midstream LLC 5.35%, 3/15/20(a)			108		114,998
Energy Transfer Partners LP 7.50%, 7/01/38			336		392,709
Enterprise Products Operating LLC 5.20%, 9/01/20			55		61,546
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			321		316,658
4.15%, 3/01/22			89		89,458
Nisource Finance Corp. 6.80%, 1/15/19			240		283,992
ONEOK, Inc. 4.25%, 2/01/22			310		304,997
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			305		296,798
TransCanada PipeLines Ltd. 6.35%, 5/15/67			235		245,067
Williams Cos., Inc. (The) 3.70%, 1/15/23			250		232,271
Williams Partners LP 5.25%, 3/15/20			173		185,924
					2,524,418
					3,638,956
NON CORPORATE SECTORS–0.5%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.5%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			260		234,873
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(a)	U.S.$		215	$	232,630
					467,503
Total Corporates–Investment Grades (cost $28,286,604)					29,753,538
MORTGAGE PASS- THROUGHS–23.4%
AGENCY FIXED RATE 30-YEAR–19.1%
Federal Home Loan Mortgage Corp. Gold 4.50%, 10/01/39			1,782		1,876,644
Series 2005 5.50%, 1/01/35			2,020		2,187,443
Series 2007 5.50%, 7/01/35			79		85,270
Federal National Mortgage Association 3.00%, 7/01/43, TBA			1,490		1,455,776
3.50%, 7/01/43, TBA			7,560		7,674,581
4.00%, 7/01/43, TBA			2,640		2,750,241
4.50%, 7/25/43, TBA			165		174,591
Series 2002 7.00%, 3/01/32			18		18,927
Series 2003 5.00%, 11/01/33			73		79,115
5.50%, 4/01/33–7/01/33			263		287,660
Series 2004 5.50%, 4/01/34–11/01/34			241		263,771
Series 2005 4.50%, 8/01/35			205		217,278
5.00%, 10/01/35			550		592,979
5.50%, 2/01/35			297		324,707
Series 2006 5.00%, 2/01/36			111		119,493
Series 2007 4.50%, 9/01/35–8/01/37			291		308,125
5.00%, 7/01/36			95		102,542
Government National Mortgage Association Series 1994 9.00%, 9/15/24			2		1,599
					18,520,742
AGENCY FIXED RATE 15-YEAR–3.6%
Federal National Mortgage Association 2.50%, 7/01/28, TBA			3,205		3,223,529
3.00%, 7/01/28, TBA			280		288,006
					3,511,535
AGENCY ARMS–0.7%
Federal Home Loan Mortgage Corp. 2.385%, 11/01/35(b)			196		208,140

6

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Federal National Mortgage Association Series 2003 2.81%, 12/01/33(d)	U.S.$		149	$	159,275
Series 2007 2.379%, 3/01/34(d)			262		278,453
					645,868
Total Mortgage Pass-Throughs (cost $22,501,552)					22,678,145
ASSET-BACKED SECURITIES–14.3%
AUTOS–FIXED RATE–8.6%
Ally Auto Receivables Trust Series 2012-1, Class A2 0.71%, 9/15/14			40		39,795
Series 2013-SN1, Class A3 0.72%, 5/20/16			392		391,255
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18			260		258,032
AmeriCredit Automobile Receivables Trust Series 2011-5, Class A2 1.19%, 8/08/15			36		35,909
Series 2012-3, Class A3 0.96%, 1/09/17			355		355,289
Series 2012-4, Class A2 0.49%, 4/08/16			325		324,059
Series 2013-1, Class A2 0.49%, 6/08/16			235		234,794
Series 2013-3, Class A3 0.92%, 4/09/18			335		334,734
Avis Budget Rental Car Funding AESOP LLC Series 2012-3A, Class A 2.10%, 3/20/19(a)			210		206,261
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16			245		245,779
Capital Auto Receivables Asset Trust Series 2013-1, Class A2 0.62%, 7/20/16			202		201,388
CarMax Auto Owner Trust Series 2012-1, Class A3 0.89%, 9/15/16			160		160,387
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(a)			181		181,529
Series 2013-1A, Class A 1.29%, 10/16/17(a)			135		134,090
Fifth Third Auto Trust Series 2013-A, Class A3 0.61%, 9/15/17			204		203,607
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(a)	U.S.$		112	$	111,862
Ford Auto Securitization Trust Series 2011-R3A, Class A2 1.96%, 7/15/15(a)	CAD		303		288,426
Series 2013-R1A, Class A2 1.676%, 9/15/16(a)			205		195,468
Ford Credit Auto Lease Trust Series 2012-B, Class A2 0.54%, 11/15/14	U.S.$		275		274,553
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18			100		99,076
Ford Credit Floorplan Master Owner Trust Series 2012-4, Class A1 0.74%, 9/15/16			640		640,814
Series 2013-1, Class A1 0.85%, 1/15/18			136		134,915
Harley-Davidson Motorcycle Trust Series 2012-1, Class A3 0.68%, 4/15/17			195		195,004
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(a)			175		173,048
Series 2013-1A, Class A2 1.83%, 8/25/19(a)			485		472,716
Hyundai Auto Lease Securitization Trust Series 2013-A, Class A3 0.66%, 6/15/16(a)			264		263,248
Mercedes-Benz Auto Lease Trust Series 2013-A, Class A3 0.59%, 2/15/16			173		172,472
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(a)			373		370,058
Navistar Financial Corp. Owner Trust Series 2012-A, Class A2 0.85%, 3/18/15(a)			257		256,681
Nissan Auto Lease Trust Series 2012-A, Class A2A 0.68%, 7/15/14			150		150,205

7

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

		Principal Amount (000)		U.S. $ Value
Series 2012-B, Class A2A 0.45%, 6/15/15	U.S.$		133	$	133,191
Porsche Innovative Lease Owner Trust Series 2011-1, Class A3 1.09%, 9/22/14(a)			248		248,706
Santander Drive Auto Receivables Trust Series 2012-3, Class A3 1.08%, 4/15/16			325		326,148
Series 2012-6, Class A2 0.47%, 9/15/15			116		116,092
Series 2013-3, Class C 1.81%, 4/15/19			249		241,472
SMART Trust/Australia Series 2012-4US, Class A2A 0.67%, 6/14/15			183		183,159
					8,354,222
CREDIT CARDS– FIXED RATE–3.1%
American Express Credit Account Master Trust Series 2012-2, Class A 0.68%, 3/15/18			620		619,087
Series 2012-5, Class A 0.59%, 5/15/18			325		323,380
Cabela’s Master Credit Card Trust Series 2013-1A, Class A 2.71%, 2/17/26(a)			255		239,782
Chase Issuance Trust Series 2013-A1, Class A1 1.30%, 2/18/20			220		215,325
Discover Card Execution Note Trust Series 2012-A1, Class A1 0.81%, 8/15/17			224		224,393
Discover Card Master Trust Series 2012-A3, Class A3 0.86%, 11/15/17			300		300,583
Dryrock Issuance Trust Series 2012-2, Class A 0.64%, 8/15/18			320		318,479
GE Capital Credit Card Master Note Trust Series 2012-6, Class A 1.36%, 8/17/20			300		295,346
Series 2012-7, Class A 1.76%, 9/15/22			260		248,333
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21	U.S.$		190	$	188,964
					2,973,672
AUTOS–FLOATING RATE–0.9%
Ford Credit Floorplan Master Owner Trust Series 2010-3, Class A2 1.893%, 2/15/17(a)(b)			430		438,692
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.682%, 6/20/17(b)			485		485,000
					923,692
CREDIT CARDS– FLOATING RATE–0.7%
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.89%, 2/15/17(a)(b)			320		320,524
Penarth Master Issuer PLC Series 2012-1A, Class A1 0.763%, 3/18/14(a)(b)			335		335,647
					656,171
OTHER ABS– FIXED RATE–0.5%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15			45		44,579
Series 2012-A, Class A3 0.94%, 5/15/17			241		241,624
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15			147		147,475
GE Equipment Small Ticket LLC Series 2011-2A, Class A2 1.14%, 6/23/14(a)			56		56,250
					489,928
HOME EQUITY LOANS–FLOATING RATE–0.3%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.318%, 12/25/32(b)			61		57,707

8

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
GSAA Home Equity Trust Series 2006-5, Class 2A3 0.463%, 3/25/36(b)	U.S.$		220	$	139,330
HSBC Home Equity Loan Trust Series 2005-3, Class A1 0.452%, 1/20/35(b)			73		72,800
					269,837
HOME EQUITY LOANS– FIXED RATE–0.2%
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.86%, 1/25/33			53		53,887
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			117		115,903
					169,790
Total Asset-Backed Securities (cost $13,948,488)					13,837,312
COMMERCIAL MORTGAGE-BACKED SECURITIES–12.1%
NON-AGENCY FIXED RATE CMBS–10.8%
Banc of America Merrill Lynch Commercial Mortgage, Inc. Series 2006-5, Class A4 5.414%, 9/10/47			455		500,822
Bear Stearns Commercial Mortgage Securities, Inc. Series 2006-T24, Class AJ 5.598%, 10/12/41			110		103,653
CGRBS Commercial Mortgage Trust Series 2013-VN05 3.369%, 3/13/23(a)			260		247,697
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.939%, 3/15/49			158		174,371
Commercial Mortgage Pass-Through Certificates Series 2006-C3, Class AJ 5.989%, 6/15/38			105		102,281
Series 2013-SFS, Class A1 1.873%, 4/12/35(a)	U.S.$		130	$	125,578
CW Capital Cobalt Ltd. Series 2007-C3, Class A4 5.985%, 5/15/46			330		369,883
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(a)			180		175,291
Greenwich Capital Commercial Funding Corp. Series 2005-GG5, Class AJ 5.406%, 4/10/37			235		200,813
Series 2007-GG9, Class A4 5.444%, 3/10/39			506		559,795
Series 2007-GG9, Class AM 5.475%, 3/10/39			135		141,906
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38			300		308,529
Series 2013-KING, Class A 2.706%, 12/10/27(a)			282		278,366
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2007-CB19, Class AM 5.901%, 2/12/49			95		102,944
Series 2007-LD11, Class A4 6.003%, 6/15/49			151		169,183
Series 2007-LD12, Class AM 6.197%, 2/15/51			165		178,578
Series 2010-C2, Class A1 2.749%, 11/15/43(a)			247		254,562
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.712%, 6/15/29			830		853,684
Series 2006-C1, Class A4 5.156%, 2/15/31			1,240		1,339,405

9

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

		Principal Amount (000)		U.S. $ Value
Merrill Lynch Mortgage Trust Series 2005-CIP1, Class A2 4.96%, 7/12/38	U.S.$		233	$	235,228
Series 2006-C2, Class A1A 5.739%, 8/12/43			161		178,672
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2007-9, Class A4 5.70%, 9/12/49			1,105		1,237,609
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			608		668,721
Morgan Stanley Capital I Trust Series 2007-T27, Class A1A 5.816%, 6/11/42			378		429,186
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25(a)			280		274,523
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			60		56,132
Series 2012-C4, Class A5 2.85%, 12/10/45			112		103,670
Series 2013-C5, Class A4 3.185%, 3/10/46			437		414,309
Wachovia Bank Commercial Mortgage Trust Series 2006-C25, Class A1A 5.914%, 5/15/43			427		473,435
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			233		221,902
					10,480,728
NON-AGENCY FLOATING RATE CMBS–1.3%
Banc of America Merrill Lynch Commercial Mortgage, Inc. Series 2007-5, Class AM 5.772%, 2/10/51(d)			78		83,624
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.894%, 12/05/31(a)(b)	U.S.$		140	$	138,792
GS Mortgage Securities Corp. II Series 2013-KYO, Class A 1.043%, 11/08/29(a)(b)			275		272,362
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(a)(d)			136		133,094
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A2 5.291%, 7/12/46(d)			602		606,108
					1,233,980
Total Commercial Mortgage- Backed Securities (cost $11,407,551)					11,714,708
GOVERNMENTS– TREASURIES–7.3%
UNITED STATES–7.3%
U.S. Treasury Bonds 3.00%, 5/15/42			490		446,665
4.50%, 2/15/36			895		1,065,749
4.625%, 2/15/40			2,935		3,576,573
U.S. Treasury Notes 1.375%, 6/30/18			1,405		1,404,232
2.00%, 2/15/23			555		533,759
Total Governments–Treasuries (cost $6,641,238)					7,026,978
AGENCIES–4.4%
AGENCY DEBENTURES–4.4%
Federal National Mortgage Association 6.25%, 5/15/29			1,670		2,170,955
6.625%, 11/15/30			80		108,562
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20			2,292		1,958,482
Total Agencies (cost $4,033,370)					4,237,999

10

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
CORPORATES–NON-INVESTMENT GRADES–2.1%
FINANCIAL INSTITUTIONS–1.4%
BANKING–0.9%
ABN Amro Bank NV 4.31%, 3/10/16	EUR		125	$	144,402
Bank of America Corp. Series U 5.20%, 6/01/23	U.S.$		178		167,320
Citigroup, Inc. 5.95%, 1/30/23			270		268,677
LBG Capital No.1 PLC 8.00%, 6/15/20(a)			175		177,612
LBG Capital No.2 PLC Series 22 15.00%, 12/21/19(a)	EUR		50		90,731
					848,742
FINANCE–0.3%
SLM Corp. 7.25%, 1/25/22	U.S.$		95		99,750
Series A 5.375%, 5/15/14			248		252,960
					352,710
OTHER FINANCE–0.2%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)			155		168,671
					1,370,123
INDUSTRIAL–0.7%
BASIC–0.0%
Eagle Spinco, Inc. 4.625%, 2/15/21(a)			22		21,120
CAPITAL GOODS–0.4%
B/E Aerospace, Inc. 5.25%, 4/01/22			190		189,050
Ball Corp. 5.00%, 3/15/22			195		194,025
					383,075
CONSUMER CYCLICAL– ENTERTAINMENT–0.0%
Greektown Holdings LLC 10.75%, 12/01/13(e)(f)			55		0
CONSUMER CYCLICAL–OTHER–0.2%
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.375%, 3/15/22			190		191,900
CONSUMER NON- CYCLICAL–0.0%
Voyager Learning Exchange 8.375%, 1/14/12(e)(f)			70		0
ENERGY–0.1%
Cimarex Energy Co. 5.875%, 5/01/22	U.S.$		93	$	96,255
					692,350
Total Corporates–Non-Investment Grades (cost $1,835,032)					2,062,473
COLLATERALIZED MORTGAGE OBLIGATIONS–1.9%
NON-AGENCY FLOATING RATE–0.7%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.383%, 12/25/36(b)			230		134,008
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.443%, 3/25/35(b)			124		99,822
IndyMac INDX Mortgage Loan Trust Series 2006-AR15, Class A1 0.313%, 7/25/36(b)			174		120,611
Series 2006-AR27, Class 2A2 0.393%, 10/25/36(b)			185		150,574
Washington Mutual Alternative Mortgage Pass-Through Certificates Series 2007-OA1, Class A1A 0.869%, 2/25/47(b)			233		173,657
					678,672
AGENCY FIXED RATE–0.6%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.684%, 5/28/35			50		43,464
Freddie Mac Series 4119, Class LI 3.50%, 6/15/39(g)			850		158,008
Series 4135, Class AI 3.50%, 11/15/42(g)			461		99,013
Series 4182, Class DI 3.50%, 5/15/39(g)			827		149,150
Freddie Mac Strip Series 283, Class IO 3.50%, 10/15/27(g)			595		97,259
					546,894

11

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

		Principal Amount (000)		U.S. $ Value
NON-AGENCY FIXED RATE–0.5%
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.641%, 5/25/35	U.S.$		141	$	137,335
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36			156		135,020
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 2.691%, 7/25/36			272		192,748
					465,103
NON-AGENCY ARMS–0.1%
Countrywide Home Loan Mortgage Pass Through Trust Series 2007-HYB2, Class 3A1 2.863%, 2/25/47			184		141,593
Total Collateralized Mortgage Obligations (cost $2,035,538)					1,832,262
QUASI-SOVEREIGNS–1.8%
QUASI-SOVEREIGN BONDS–1.8%
INDONESIA–0.4%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(a)			360		352,800
KAZAKHSTAN–0.2%
KazMunayGas National Co. JSC 7.00%, 5/05/20(a)			212		239,560
MALAYSIA–0.5%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			420		458,579
SOUTH KOREA–0.3%
Korea National Oil Corp. 3.125%, 4/03/17(a)			310		311,765
UNITED ARAB EMIRATES–0.4%
IPIC GMTN Ltd. 3.75%, 3/01/17(a)			360		374,400
Total Quasi-Sovereigns (cost $1,656,847)					1,737,104
GOVERNMENTS–SOVEREIGN BONDS–0.6%
QATAR–0.4%
State of Qatar 4.50%, 1/20/22(a)	U.S.$		360	$	386,100
TURKEY–0.2%
Republic of Turkey 4.875%, 4/16/43			260		223,600
Total Governments– Sovereign Bonds (cost $613,680)					609,700
		Shares
PREFERRED STOCKS–0.4%
FINANCIAL INSTITUTIONS–0.4%
INSURANCE–0.3%
Allstate Corp. (The) 5.10%			9,175		234,788
REITS–0.1%
Sovereign Real Estate Investment Trust 12.00%(a)			93		118,606
Total Preferred Stocks (cost $332,815)					353,394
		Principal Amount (000)
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.3%
UNITED STATES–0.3%
California GO 7.625%, 3/01/40 (cost $203,287)	U.S.$		200		268,634
EMERGING MARKETS–CORPORATE BONDS–0.1%
INDUSTRIAL – 0.1%
CONSUMER NON- CYCLICAL – 0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20(a) (cost $99,751)			100		99,125
GOVERNMENTS–SOVEREIGN AGENCIES–0.1%
GERMANY–0.1%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17 (cost $71,047)			70		79,653
		Shares
COMMON STOCKS – 0.0%
Greektown Superholdings, Inc.(e)(f)(h) (cost $4)			41		3,690

12

AllianceBernstein Variable Products Series Fund

Company		Shares		U.S. $ Value
WARRANTS–0.0%
Talon Equity Co. NV , expiring 11/15/24(e)(f)(h) (cost $0)			47	$	0
		Principal Amount (000)
SHORT-TERM INVESTMENTS–17.0%
TIME DEPOSIT–10.7%
State Street Time Deposit 0.01%, 7/01/13 (cost $10,343,661)	U.S.$		10,344		10,343,661
AGENCY DISCOUNT NOTE–3.2%
Federal Home Loan Bank Zero Coupon, 7/10/13 (cost $3,079,959)			3,080		3,079,959
GOVERNMENTS– TREASURIES–3.1%
Japan Treasury Discount Bill Series 359 Zero Coupon 7/16/13 (cost $2,998,859)	JPY		300,000	$	3,024,705
Total Short-Term Investments (cost $16,422,479)					16,448,325
TOTAL INVESTMENTS–116.5% (cost $110,089,283)					112,743,040
Other assets less liabilities – (16.5)%					(15,991,869	)
NET ASSETS–100.0%				$	96,751,171

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2013		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. Note 2 Yr (CBT) Futures		8		September 2013	$	1,761,362	$	1,760,000	$	1,362

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	USD	1,002	MXN	12,411		7/11/13	$	(44,552	)
BNP Paribas SA	USD	800	JPY	78,163		7/19/13		(11,577	)
Credit Suisse International	MXN	12,401	USD	923		7/11/13		(33,603	)
Deutsche Bank AG London	CAD	1,694	USD	1,637		7/18/13		26,413
Deutsche Bank AG London	USD	694	AUD	748		7/25/13		(11,250	)
Goldman Sachs Capital Markets LP	JPY	149,781	USD	1,484		7/19/13		(26,706	)
Royal Bank of Scotland PLC	AUD	752	USD	712		7/25/13		24,936
Royal Bank of Scotland PLC	EUR	794	USD	1,038		8/07/13		5,231
Royal Bank of Scotland PLC	GBP	1,153	USD	1,777		8/07/13		24,433
State Street Bank & Trust Co.	JPY	300,000	USD	3,012		7/16/13		(13,351	)
State Street Bank & Trust Co.	USD	137	CAD	144		7/18/13		(914	)
State Street Bank & Trust Co.	USD	87	GBP	57		8/07/13		156
							$	(60,784)

13

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

CENTRALLY CLEARED SWAPS (see Note D)

Rate Type

Broker/ (Exchange)

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Unrealized Appreciation/ (Depreciation)

Morgan Stanley & Co., LLC/(CME Group)

$

1,420

5/21/23

0.020

%

3 Month LIBOR

$      (82,491)

Morgan Stanley & Co., LLC/(CME Group)

EUR  1,240

5/21/23

6 Month EURIBOR

1.566

%

60,645

$      (21,846)

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	1,390		1/30/17		1.059	%		3 Month LIBOR	$	(6,652	)
JPMorgan Chase Bank, NA		1,520		2/7/22		2.043	%		3 Month LIBOR		41,158
										$	34,506

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2013			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International:
Anadarko Petroleum Corp., 5.95% 9/15/16, 9/20/17*		1.00	%		0.87	%	$	270	$	1,498	$	(8,024)	$	9,522

14

AllianceBernstein Variable Products Series Fund

* Termination date

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2013, the aggregate market value of these securities amounted to $15,580,313 or 16.1% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2013.

(c) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2013.

(d) Variable rate coupon, rate shown as of June 30, 2013.

(e) Fair valued by the Adviser.

(f) Illiquid security.

(g) IO—Interest Only

(h) Non-income producing security.

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

MXN—Mexican Peso

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

ARMs—Adjustable Rate Mortgages

CBT—Chicago Board of Trade

CMBS—Commercial Mortgage-Backed Securities

EURIBOR—Euro Interbank Offered Rate

GO—General Obligation

JSC—Joint Stock Company

LIBOR—London Interbank Offered Rates

REIT—Real Estate Investment Trust

TBA—To Be Announced

See notes to financial statements.

15

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $110,089,283)	$	112,743,040
Cash		83,529	(a)(b)
Receivable for investment securities sold		888,580
Interest and dividends receivable		658,262
Unrealized appreciation of forward currency exchange contracts		81,219
Unrealized appreciation on interest rate swaps		41,158
Receivable for capital stock sold		14,933
Unrealized appreciation on credit default swaps		9,522
Receivable for variation margin on futures		250
Total assets		114,520,493
LIABILITIES
Payable for investment securities purchased		17,463,626
Unrealized depreciation of forward currency exchange contracts		142,003
Advisory fee payable		33,869
Payable for variation margin on centrally cleared swaps		22,288
Payable for capital stock redeemed		11,829
Premium received on credit default swaps		8,024
Administrative fee payable		7,236
Unrealized depreciation on interest rate swaps		6,652
Distribution fee payable		5,131
Transfer Agent fee payable		164
Accrued expenses		68,500
Total liabilities		17,769,322
NET ASSETS	$	96,751,171
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,102
Additional paid-in capital		85,736,005
Undistributed net investment income		4,530,046
Accumulated net realized gain on investment and foreign currency transactions		3,774,887
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		2,702,131
	$	96,751,171

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	70,246,658		5,863,919	$	11.98
B	$	26,504,513		2,238,146	$	11.84

(a) An amount of $1,800 has been segregated to collateralize margin requirements for open futures outstanding at June 30, 2013.

(b) An amount of $81,729 has been segregated to collateralize margin requirements for centrally cleared swaps outstanding at June 30, 2013.

See notes to financial statements.

16

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,737,632
Dividends		8,505
	$	1,746,137
EXPENSES
Advisory fee (see Note B)		230,078
Distribution fee—Class B		34,982
Transfer agency—Class A		2,108
Transfer agency—Class B		794
Custodian		64,626
Audit		23,951
Administrative		21,503
Legal		15,305
Printing		13,223
Directors’ fees		2,265
Miscellaneous		3,698
Total expenses		412,533
Net investment income		1,333,604
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		627,386
Futures		(5,057	)
Swaps		(4,438	)
Foreign currency transactions		373,390
Net change in unrealized appreciation/depreciation of:
Investments		(4,776,503	)
Futures		2,123
Swaps		104,104
Foreign currency denominated assets and liabilities and other assets		(258,349	)
Net loss on investment and foreign currency transactions		(3,937,344	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(2,603,740	)

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,333,604		$	3,114,481
Net realized gain on investment and foreign currency transactions		991,281			2,784,901
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(4,928,625	)		1,059,000
Net increase (decrease) in net assets from operations		(2,603,740	)		6,958,382
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(3,744,770	)
Class B		–0	–		(1,288,079	)
Net realized gain on investment transactions
Class A		–0	–		(2,543,861	)
Class B		–0	–		(934,628	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,112,362	)		(29,981,256	)
Total decrease		(11,716,102	)		(31,534,212	)
NET ASSETS
Beginning of period		108,467,273			140,001,485
End of period (including accumulated net investment income of $4,530,046 and undistributed net investment income of $3,196,442, respectively)	$	96,751,171		$	108,467,273

See notes to financial statements.

18

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A : Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”), is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

19

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

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

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

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

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

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

Options and warrants are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option or a warrant depends upon the contractual terms of, and specific risks inherent in, the option or warrant as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options will be classified as Level 2. For options or warrants that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options and warrants are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk

20

AllianceBernstein Variable Products Series Fund

of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Corporates—Investment Grades

$

–0

–

$

29,753,538

$

–0

–

$

29,753,538

Mortgage Pass-Throughs

–0

–

22,678,145

–0

–

22,678,145

Asset-Backed Securities

–0

–

12,907,757

929,555

13,837,312

Commercial Mortgage-Backed Securities

–0

–

10,631,726

1,082,982

11,714,708

Governments—Treasuries

–0

–

7,026,978

–0

–

7,026,978

Agencies

–0

–

4,237,999

–0

–

4,237,999

Corporates—Non-Investment Grades

–0

–

2,062,473

–0

–^

2,062,473

Collateralized Mortgage Obligations

–0

–

546,894

1,285,368

1,832,262

Quasi-Sovereigns

–0

–

1,737,104

–0

–

1,737,104

Governments—Sovereign Bonds

–0

–

609,700

–0

–

609,700

Preferred Stocks

234,788

118,606

–0

–

353,394

Local Governments—Municipal Bonds

–0

–

268,634

–0

–

268,634

Emerging Markets—Corporate Bonds

–0

–

99,125

–0

–

99,125

Governments—Sovereign Agencies

–0

–

79,653

–0

–

79,653

Common Stocks

–0

–

–0

–

3,690

3,690

Warrants

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments:

Time Deposit

–0

–

10,343,661

–0

–

10,343,661

Agency Discount Note

–0

–

3,079,959

–0

–

3,079,959

Governments—Treasuries

–0

–

3,024,705

–0

–

3,024,705

Total Investments in Securities

234,788

109,206,657

3,301,595

112,743,040

Other Financial Instruments* :

Assets:

Futures

1,362

–0

–

–0

–

1,362

#

Forwards Currency Exchange Contracts

–0

–

81,219

–0

–

81,219

Centrally Cleared Swaps

–0

–

60,645

–0

–

60,645

#

Interest Rate Swaps

–0

–

41,158

–0

–

41,158

Credit Default Swaps

–0

–

9,522

–0

–

9,522

Liabilities:

Forwards Currency Exchange Contracts

–0

–

(142,003

)

–0

–

(142,003

)

Centrally Cleared Swaps

–0

–

(82,491

)

–0

–

(82,491

)#

Interest Rate Swaps

–0

–

(6,652

)

–0

–

(6,652

)

Total **

$

236,150

$

109,168,055

$

3,301,595

$

112,705,800

^ The Portfolio held securities with zero market value at period end.

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

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. Cumulative appreciation/(depreciation) is reported in the portfolio of investments.

** There were no transfers between Level 1 and Level 2 during the reporting period.

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

21

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	Asset- Backed Securities			Commercial Mortgage- Backed Securities			Corporates - Non-Investment Grades^
Balance as of 12/31/12	$	981,790		$	1,011,254		$	–0	–
Accrued discounts/(premiums)		329			3,869			–0	–
Realized gain (loss)		557			30,289			–0	–
Change in unrealized appreciation/depreciation		(8,896	)		(42,851	)		–0	–
Purchases		150,090			647,759			–0	–
Sales		(194,315	)		(567,338	)		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/13	$	929,555		$	1,082,982		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	(8,896	)	$	(42,851	)	$	–0	–
	Collateralized Mortgage Obligations			Common Stocks			Warrants^
Balance as of 12/31/12	$	509,996		$	2,460		$	–0	–
Accrued discounts/(premiums)		569			–0	–		–0	–
Realized gain (loss)		(5,034	)		–0	–		–0	–
Change in unrealized appreciation/depreciation		(15,405	)		1,230			–0	–
Purchases		839,091			–0	–		–0	–
Sales		(43,849	)		–0	–		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/13	$	1,285,368		$	3,690		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	(15,405	)	$	1,230		$	–0	–
	Total
Balance as of 12/31/12	$	2,505,500
Accrued discounts/(premiums)		4,767
Realized gain (loss)		25,812
Change in unrealized appreciation/depreciation		(65,922	)
Purchases		1,636,940
Sales		(805,502	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		–0	–
Balance as of 6/30/13	$	3,301,595
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	(65,922	)

^ The Portfolio held a security with zero market value at period end.

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

22

AllianceBernstein Variable Products Series Fund

The following presents information about significant unobservable inputs related to the Portfolio with material categories of Level 3 investments at June 30, 2013:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 6/30/13	Valuation Technique	Unobservable Input	Range/ Weighted Average
Asset-Backed Securities	$929,555	Third Party Vendor	Evaluated Quotes	$63.45-$102.27/ $94.25
Commercial Mortgage-Backed Securities	$1,082,982	Third Party Vendor	Evaluated Quotes	$85.45-$111.91/ $101.79
Corporates-Non-Investment Grades	$0	Qualitative Assessment		$0.00
Collateralized Mortgage Obligations	$1,285,368	Third Party Vendor	Evaluated Quotes	$58.30-$97.74/ $77.10
Common Stocks	$3,690	Indicative Market Quotations	Broker Quote	$90.00/$90.00
Warrants	$0	Qualitative Assessment		$0.00

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

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

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

3. Currency Translation

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

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

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore,

23

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B : Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,503.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $81, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

Prior to September 15, 2008, the Portfolio had swap counterparty exposure to Lehman Brothers Holdings Inc. (“Lehman Brothers”), as a guarantor for Lehman Brothers Special Financing Inc. (“LBSF”), which filed for bankruptcy on September 15, 2008. As a result, on September 15, 2008, the Portfolio terminated all outstanding swaps with LBSF prior to their scheduled maturity dates in accordance with the terms of the swaps. Upon the termination of the swaps, Lehman Brothers’ obligations to the Portfolio amounted to $920,116. The Portfolio’s claim to these obligations is subject to the pending bankruptcy proceeding against the Lehman Brothers estate (the “Bankruptcy Claim”). In accordance with its error correction policy, the Adviser has agreed to make the Portfolio whole in respect of the amount of the recovery that would be paid on the Bankruptcy Claim in the event the Bankruptcy Claim is not honored by the Lehman Brothers estate, or with respect to any diminution in value upon the sale of the Bankruptcy Claim, in either case resulting from the manner in which the Bankruptcy Claim was processed by the Adviser. On April 9, 2012, the portfolio management team determined to dispose of the position held by the Portfolio that reflects the Bankruptcy Claim (thereby realizing upon the corresponding undertaking of the Adviser to make payment in respect of said Claim to make the Portfolio whole). On that date, the Bankruptcy Claim was

24

AllianceBernstein Variable Products Series Fund

being valued at $457,758 (49.75% of the Bankruptcy Claim), based upon the estimated recovery value. Accordingly, on April 13, 2012, the Adviser reimbursed the Portfolio in an amount equal to $457,758.

NOTE C : Distribution Plan

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

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

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

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

NOTE D : Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	14,314,893	$	7,741,327
U.S. government securities		83,700,074		92,767,460

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, swaps and foreign currency transactions) are as follows:

Gross unrealized appreciation	$	3,990,538
Gross unrealized depreciation		(1,336,781	)
Net unrealized appreciation	$	2,653,757

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Portfolio enters into a future, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized

25

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended June 30, 2013, the Portfolio held futures for hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2013, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Swaps

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

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

26

AllianceBernstein Variable Products Series Fund

Interest Rate Swaps:

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

In addition, the Portfolio may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Portfolio anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Portfolio with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments).

During the six months ended June 30, 2013, the Portfolio held interest rate swaps for hedging purposes.

Credit Default Swaps:

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

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

During the six months ended June 30, 2013, the Portfolio held credit default swaps for non-hedging purposes.

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

At June 30, 2013, the Portfolio had a Sale Contract outstanding with a Maximum Payout Amount of $270,000 with net unrealized appreciation of $9,522, and a term of less than 5 years, as reflected in the portfolio of investments.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty.

27

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Centrally Cleared Swaps:

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract.

Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded swaps is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, provides a guarantee of performance. The guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

During the six months ended June 30, 2013, the Portfolio held centrally cleared swaps for hedging purposes.

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

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements and certain securities lending transactions. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party.

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

At June 30, 2013, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	1,362	*+
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts		81,219		Unrealized depreciation of forward currency exchange contracts	$	142,003
Interest rate contracts	Unrealized appreciation on interest rate swaps		41,158		Unrealized depreciation on interest rate swaps		6,652
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared swaps		60,645	*+	Receivable/Payable for variation margin on centrally cleared swaps		82,491	*+
Credit contracts	Unrealized appreciation on credit default swaps		9,522
Total		$	193,906			$	231,146

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

+ Exchange-traded investments.

28

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2013:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	(5,057	)	$	2,123
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities and other assets		54,922			(257,443	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(11,961	)		123,445
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		50			(21,846	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		7,473			2,505
Total		$	45,427		$	(151,216	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2013:

Futures:
Average original value of buy contracts	$	1,111,442	(a)
Average original value of sale contracts	$	1,983,139
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	1,583,336	(b)
Average principal amount of sale contracts	$	8,963,397
Interest Rate Swaps:
Average notional amount	$	3,499,310
Credit Default Swaps:
Average notional amount of sale contracts	$	292,857
Centrally Cleared Swaps:
Average notional amount	$	1,612,867	(c)

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

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

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

29

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

The following tables present the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2013:

Counterparty	Derivative Assets Subject to MA		Derivatives Available for Offset			Collateral Received			Net Amount of Derivatives Assets
Credit Suisse International	$	9,522	$	(9,522	)	$	–0	–	$	–0	–
Deutsche Bank AG London		26,413		(11,250	)		–0	–		15,163
JPMorgan Chase Bank NA		41,158		(6,652	)		–0	–		34,506
Royal Bank of Scotland PLC		54,600		–0	–		–0	–		54,600
State Street Bank & Trust Co.		206		(206	)		–0	–		–0	–
Total	$	131,899	$	(27,630	)	$	–0	–	$	104,269

Counterparty	Derivative Liabilities Subject to MA		Derivatives Available for Offset			Collateral Pledged			Net Amount of Derivatives Liabilities
BNP Paribas SA	$	56,129	$	–0	–	$	–0	–	$	56,129
Credit Suisse International		33,603		(9,522	)		–0	–		24,081
Deutsche Bank AG London		11,250		(11,250	)		–0	–		–0	–
Goldman Sachs Capital Markets LP		26,706		–0	–		–0	–		26,706
JPMorgan Chase Bank NA		6,652		(6,652	)		–0	–		–0	–
State Street Bank & Trust Co.		14,315		(206	)		–0	–		14,109
Total	$	148,655	$	(27,630	)	$	–0	–	$	121,025

2. Currency Transactions

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

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2013, the Portfolio earned drop income of $97,224 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

Under a reverse repurchase agreement, the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price. For the six months ended June 30, 2013, the Portfolio had no transactions in reverse repurchase agreements.

30

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		35,741			218,065		$	442,509		$	2,741,087
Shares issued in reinvestment of dividends and distributions		–0	–		524,053			–0	–		6,288,631
Shares redeemed		(604,692	)		(2,767,258	)		(7,425,883	)		(34,849,164	)
Net decrease		(568,951	)		(2,025,140	)	$	(6,983,374	)	$	(25,819,446	)
Class B
Shares sold		41,745			138,136		$	504,479		$	1,715,485
Shares issued in reinvestment of dividends and distributions		–0	–		186,939			–0	–		2,222,707
Shares redeemed		(216,121	)		(649,880	)		(2,633,467	)		(8,100,002	)
Net decrease		(174,376	)		(324,805	)	$	(2,128,988	)	$	(4,161,810	)

NOTE F : Risks Involved in Investing in the Portfolio

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

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

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

Emerging Market Risk— Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the real value of the Portfolio’s assets can decline as can the real value of the Portfolio’s distributions.

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

31

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	5,421,309	$	6,977,197
Net long-term capital gains		3,090,029		427,940
Total taxable distributions paid	$	8,511,338	$	7,405,137

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,433,496
Undistributed capital gain		1,720,228	(a)
Unrealized appreciation/(depreciation)		7,457,080	(b)
Total accumulated earnings/(deficit)	$	13,610,804

(a) As of December 31, 2012, the Portfolio had cumulative deferred losses on straddles of $5,881.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps, and the realization for tax purposes of gains/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2012, the Portfolio did not have any capital loss carryforwards.

32

AllianceBernstein Variable Products Series Fund

NOTE I: Subsequent Events

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

33

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	Class A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.30			$12.54			$12.39			$11.98			$10.50			$11.78
Income From Investment Operations
Net investment income (a)		.16			.33			.42			.48			.52			.51
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.48	)		.40			.38			.60			1.37			(1.22	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		(.32	)		.73			.80			1.08			1.89			(.71	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.58	)		(.60	)		(.67	)		(.41	)		(.57	)
Distributions from net realized gain on investment transactions		–0	–		(.39	)		(.05	)		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.97	)		(.65	)		(.67	)		(.41	)		(.57	)
Net asset value, end of period		$11.98			$12.30			$12.54			$12.39			$11.98			$10.50
Total Return
Total investment return based on net asset value (c)		(2.60	)%*		6.05	%*†		6.64	%		9.20	%*		18.51	%*		(6.38	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$70,247			$79,104			$106,028			$119,599			$129,647			$129,111
Ratio to average net assets of:
Expenses		.74	%(d)		.70	%		.65	%		.68	%(e)		.69	%		.64	%
Net investment income		2.68	%(d)		2.67	%		3.42	%		3.90	%(e)		4.69	%		4.72	%
Portfolio turnover rate		95	%		116	%		108	%		94	%		102	%		106	%

See footnote summary on page 35.

34

AllianceBernstein Variable Products Series Fund

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

	Class B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.17			$12.41			$12.26			$11.86			$10.40			$11.67
Income From Investment Operations
Net investment income (a)		.15			.30			.39			.44			.49			.48
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.48	)		.40			.37			.60			1.36			(1.21	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		(.33	)		.70			.76			1.04			1.85			(.73	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.55	)		(.56	)		(.64	)		(.39	)		(.54	)
Distributions from net realized gain on investment transactions		–0	–		(.39	)		(.05	)		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.94	)		(.61	)		(.64	)		(.39	)		(.54	)
Net asset value, end of period		$11.84			$12.17			$12.41			$12.26			$11.86			$10.40
Total Return
Total investment return based on net asset value (c)		(2.71	)%*		5.79	%*†		6.38	%		8.93	%*		18.20	%*		(6.59	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$26,504			$29,363			$33,973			$39,025			$41,341			$40,929
Ratio to average net assets of:
Expenses		.99	%(d)		.96	%		.90	%		.93	%(e)		.94	%		.89	%
Net investment income		2.43	%(d)		2.43	%		3.17	%		3.64	%(e)		4.44	%		4.47	%
Portfolio turnover rate		95	%		116	%		108	%		94	%		102	%		106	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2013 and years ended December 31, 2012, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.01%, 0.05%, 0.04%, 0.01% and 0.09%, respectively.

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

See notes to financial statements.

35

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴ Also shown are the Portfolio’s net assets on September 30, 2012.

1 The information in the fee evaluation was completed on October 25, 2012 and discussed with the Board of Directors on November 6-8, 2012.

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

3 Jones v. Harris at 1427.

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

36

AllianceBernstein Variable Products Series Fund

Category	Advisory Fee Based on % of Average Daily Net Assets	September 30, 2012 Net Assets ($MM)
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$	112.6

The Portfolio’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $63,482 (0.04% of the Portfolio’s average daily net assets) for providing such services.

Set forth below are the Portfolio’s total expense ratios for the most recent semi-annual period:

Portfolio	Total Expense Ratio	Fiscal Year
Intermediate Bond Portfolio	Class A 0.70% Class B 0.95%	December 31 (ratio as of June 30, 2012)

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁵ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on September 30, 2012 net assets.⁶

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

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

37

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Fund	Net Assets 9/30/12 ($MM)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee (%)		Fund Advisory Fee (%)
Intermediate Bond Portfolio	$112.6	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum Account Size: $25 million		0.280		0.450

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. Intermediate Duration Portfolio of SCB Fund has a similar investment style as the Portfolio. Set forth below is Intermediate Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2012 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Intermediate Duration Portfolio	50 bp on 1st $1 billion 45 bp on next $2 billion 40 bp on next $2 billion 35 bp on next $2 billion 30 on the balance		0.500%		0.450%

Certain of the AllianceBernstein Mutual Funds (“ABMF”), which the Adviser manages, have a similar investment style as the Portfolio and their fee schedules are set forth below. ABMF was also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc. – Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc. – Intermediate Duration Institutional Portfolio was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio versus the Portfolio’s advisory fee based on September 30, 2012 net assets:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Bond Fund, Inc. – Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450%		0.450%
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio7	0.50% on first $1 billion 0.45% on the balance		0.500%		0.450%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2012 net assets.

Fund		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Client # 1	AB Sub-Advisory Fee Schedule:     0.29% on first $100 million     0.20% thereafter		0.280%		0.450%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that this is the only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

7 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund.

38

AllianceBernstein Variable Products Series Fund

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ and the Portfolio’s contractual management fee ranking.¹⁰

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

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹¹

Fund	Contractual Management Fee (%)12	Lipper Exp. Group Median (%)	Lipper Group Rank
Intermediate Bond Portfolio	0.450	0.500	2/14

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown.

Fund	Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Intermediate Bond Portfolio		0.649		0.646		8/14		0.604		22/30

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

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

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

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

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

12 The contractual management fee does not reflect any expense reimbursements made by the Fund to the Adviser for certain clerical, legal, accounting, administrative, and other services.

13 Most recently completed fiscal year Class A share total expense ratio.

39

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent and distribution services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and front-end sales loads.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, ABI received $87,163 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $342,017 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁴ ABI paid approximately $500,000 in 2011 and expects to pay approximately $500,000 in 2012 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,310 from the Portfolio.¹⁵

V. POSSIBLE ECONOMIES OF SCALE

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

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced

14 The fee is inclusive of other Portfolios of the Fund (Equity and Blend), which are not discussed in this summary.

15 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2011.

40

AllianceBernstein Variable Products Series Fund

less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $419 billion as of September 30, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings¹⁹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended July 31, 2012.²¹

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Intermediate Bond Portfolio
1 year		6.51		7.16		7.51		7/7		14/14
3 year		8.85		8.47		8.24		2/7		4/14
5 year		6.84		6.44		6.51		3/7		5/12
10 year		5.44		5.40		5.40		3/7		5/12

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Fund (in bold)²² versus its benchmarks.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

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

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

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

19 The performance returns and rankings of the Portfolio are for the Portfolio’s Class A shares. It should be noted that performance returns of the Portfolio were provided by Lipper.

20 The Portfolio’s PG/PU may not be identical to its respective EG/EU as the criteria for including/excluding a fund to/from PG/PU is somewhat different than that of EG/EU.

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

22 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

23 The Adviser provided Portfolio and benchmark performance return information for periods through July 31, 2012.

24 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be viewed as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

41

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

	Periods Ending July 31, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio		6.51		8.85		6.85		5.44		5.75		4.53		0.77		10
Barclays Capital U.S. Government Bond Index		7.56		5.81		6.54		5.23		6.15		4.39		0.77		10
Inception Date: September 17, 1992

CONCLUSION:

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

Dated: December 3, 2012

42

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,007.60	$	4.68		0.94	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.13	$	4.71		0.94	%
Class B
Actual	$	1,000	$	1,006.50	$	5.92		1.19	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.89	$	5.96		1.19	%

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

1

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
British American Tobacco PLC	$	6,260,246		4.2	%
Nestle SA		5,424,311		3.6
Roche Holding AG		5,351,130		3.6
Partners Group Holding AG		5,241,154		3.5
Anheuser-Busch InBev NV		5,085,251		3.4
Prudential PLC		4,256,326		2.9
Samsung Electronics Co., Ltd.		3,962,312		2.7
AIA Group Ltd.		3,854,050		2.6
Diageo PLC		3,585,396		2.4
Cie Financiere Richemont SA (SWX Europe)		3,343,392		2.3
	$	46,363,568		31.2	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	33,227,988		22.5	%
Consumer Staples		29,827,409		20.2
Consumer Discretionary		18,651,096		12.6
Health Care		16,835,381		11.4
Industrials		16,241,143		11.0
Information Technology		14,703,404		9.9
Materials		8,048,069		5.4
Energy		6,143,985		4.1
Utilities		2,428,656		1.6
Short-Term Investments		1,858,012		1.3
Total Investments	$	147,965,143		100.0	%

* Long-term investments.

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

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

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	39,439,427		26.6	%
Switzerland		21,563,360		14.6
France		12,295,036		8.3
India		8,066,962		5.4
Japan		7,225,045		4.9
Hong Kong		6,752,026		4.6
China		6,723,860		4.5
Belgium		6,261,649		4.2
Germany		5,440,093		3.7
Brazil		4,232,780		2.9
South Korea		3,962,312		2.7
South Africa		3,933,217		2.7
Indonesia		3,853,646		2.6
Other		16,357,718		11.0
Short-Term Investments		1,858,012		1.3
Total Investments	$	147,965,143		100.0	%

* All data are as of June 30, 2013. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.9% or less in the following countries: Canada, Denmark, Finland, Italy, Netherlands, Russia, Sweden, Taiwan and United States.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.8%
FINANCIALS–22.4%
CAPITAL MARKETS–7.9%
Aberdeen Asset Management PLC		517,710	$	3,012,885
Azimut Holding SpA		65,765		1,197,357
Partners Group Holding AG		19,363		5,241,154
UBS AG(a)		129,810		2,203,373
				11,654,769
COMMERCIAL BANKS–4.8%
Bank Mandiri Persero Tbk PT		3,235,500		2,918,214
HSBC Holdings PLC		207,781		2,150,978
Itausa–Investimentos Itau SA (Preference Shares)		242,060		894,971
Sberbank of Russia (Sponsored ADR)		100,854		1,157,804
				7,121,967
CONSUMER FINANCE–0.2%
Muthoot Finance Ltd.		197,940		338,050
DIVERSIFIED FINANCIAL SERVICES–1.5%
FirstRand Ltd.		246,320		720,778
IG Group Holdings PLC		168,948		1,491,950
				2,212,728
INSURANCE–5.5%
AIA Group Ltd.		914,800		3,854,050
Prudential PLC		260,760		4,256,326
				8,110,376
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.5%
BR Malls Participacoes SA		84,800		758,178
THRIFTS & MORTGAGE FINANCE–2.0%
Housing Development Finance Corp.		208,810		3,031,920
				33,227,988
CONSUMER STAPLES–20.1%
BEVERAGES–7.1%
Anheuser-Busch InBev NV		56,482		5,085,251
Diageo PLC		125,030		3,585,396
Pernod-Ricard SA		17,040		1,891,335
				10,561,982
FOOD & STAPLES RETAILING–1.2%
Brasil Pharma SA(a)		30,300		136,607
Raia Drogasil SA		77,500		750,913
Tsuruha Holdings, Inc.		8,600		812,885
				1,700,405
FOOD PRODUCTS–5.7%
Danone SA		40,676		3,061,615
Nestle SA		82,662		5,424,311
				8,485,926
HOUSEHOLD PRODUCTS–1.9%
Reckitt Benckiser Group PLC		39,850	$	2,818,850
TOBACCO–4.2%
British American Tobacco PLC		122,057		6,260,246
				29,827,409
CONSUMER DISCRETIONARY–12.6%
AUTO COMPONENTS–0.8%
Nokian Renkaat Oyj		28,580		1,162,955
AUTOMOBILES–2.8%
Nissan Motor Co., Ltd.		282,600		2,832,389
Volkswagen AG (Preference Shares)		6,299		1,272,295
				4,104,684
DIVERSIFIED CONSUMER SERVICES–0.6%
Kroton Educacional SA		62,300		862,459
HOTELS, RESTAURANTS & LEISURE–0.9%
Melco Crown Entertainment Ltd. (ADR)(a)		58,580		1,309,849
MEDIA–1.0%
Naspers Ltd.		20,250		1,494,686
MULTILINE RETAIL–0.6%
Matahari Department Store Tbk PT(a)		800,000		935,432
SPECIALTY RETAIL–2.3%
Belle International Holdings Ltd.		485,000		663,033
Fast Retailing Co., Ltd.		5,700		1,923,775
Zhongsheng Group Holdings Ltd.		705,000		773,047
				3,359,855
TEXTILES, APPAREL & LUXURY GOODS–3.6%
Brunello Cucinelli SpA		46,693		1,152,690
Cie Financiere Richemont SA (SWX Europe)		37,912		3,343,392
Li & Fung Ltd.		680,000		925,094
				5,421,176
				18,651,096
HEALTH CARE–11.3%
HEALTH CARE EQUIPMENT & SUPPLIES–2.2%
Elekta AB		66,630		1,012,679
Essilor International SA		12,490		1,330,657
Shandong Weigao Group Medical Polymer Co., Ltd.–Class H(b)		820,000		891,271
				3,234,607
HEALTH CARE PROVIDERS & SERVICES–0.4%
Life Healthcare Group Holdings Ltd.		173,240		657,073

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
PHARMACEUTICALS–8.7%
Aspen Pharmacare Holdings Ltd.(a)		46,141	$	1,060,680
Bayer AG		15,097		1,607,385
NOVO NORDISK A/S–CLASS B		10,691		1,662,048
Pharmstandard OJSC (GDR)(a)(c)		29,380		618,150
Roche Holding AG		21,560		5,351,130
Shire PLC		44,821		1,420,385
Sun Pharmaceutical Industries Ltd.		72,230		1,223,923
				12,943,701
				16,835,381
INDUSTRIALS–10.9%
AEROSPACE & DEFENSE–1.7%
Safran SA		48,970		2,556,546
COMMERCIAL SERVICES & SUPPLIES–1.1%
Aggreko PLC		64,920		1,622,641
CONSTRUCTION & ENGINEERING–1.2%
Larsen & Toubro Ltd.		75,410		1,779,470
ELECTRICAL EQUIPMENT–1.3%
Schneider Electric SA		26,020		1,889,746
MACHINERY–2.1%
Komatsu Ltd.		71,900		1,655,996
Melrose Industries PLC		393,760		1,492,450
				3,148,446
PROFESSIONAL SERVICES–2.2%
Capita PLC		84,750		1,245,740
Intertek Group PLC		45,670		2,030,103
				3,275,843
TRADING COMPANIES & DISTRIBUTORS–1.3%
Wolseley PLC		42,663		1,968,451
				16,241,143
INFORMATION TECHNOLOGY–9.4%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.4%
Hon Hai Precision Industry Co., Ltd.		257,400		629,093
INTERNET SOFTWARE & SERVICES–4.1%
Baidu, Inc. (Sponsored ADR)(a)		21,180		2,002,146
Mail.ru Group Ltd. (GDR)(c)		34,430		986,764
Tencent Holdings Ltd.		78,300		3,057,396
				6,046,306
IT SERVICES–1.1%
Tata Consultancy Services Ltd.		66,280	$	1,693,599
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.8%
ASML Holding NV		21,576		1,703,225
Samsung Electronics Co., Ltd.		3,390		3,962,312
				5,665,537
				14,034,535
MATERIALS–5.4%
CHEMICALS–4.0%
Croda International PLC		44,960		1,695,446
Essentra PLC		50,500		540,016
Linde AG		13,740		2,560,413
Umicore SA		28,330		1,176,398
				5,972,273
METALS & MINING–1.4%
First Quantum Minerals Ltd.		83,420		1,237,379
Franco-Nevada Corp.		23,420		838,417
				2,075,796
				8,048,069
ENERGY–4.1%
ENERGY EQUIPMENT & SERVICES–2.4%
Schlumberger Ltd.		27,590		1,977,099
Technip SA		15,400		1,565,137
				3,542,236
OIL, GAS & CONSUMABLE FUELS–1.7%
Africa Oil Corp.(a)		52,430		353,189
Ophir Energy PLC(a)(b)		100,908		548,651
Tullow Oil PLC		57,168		870,257
Ultrapar Participacoes SA		34,700		829,652
				2,601,749
				6,143,985
UTILITIES–1.6%
MULTI-UTILITIES–1.6%
National Grid PLC		214,250		2,428,656
Total Common Stocks (cost $120,681,138)				145,438,262
WARRANTS–0.4%
INFORMATION TECHNOLOGY–0.4%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.4%
Hon Hai Precision Industry Co., Ltd., JPMorgan Chase Bank NA, expiring 9/29/14(a)(c) (cost $824,312)		271,898		668,869

5

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

	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.3%
TIME DEPOSIT–1.3%
State Street Time Deposit 0.01%, 7/01/13 (cost $1,858,012)	U.S.$	1,858	$	1,858,012
Total Investments Before Security Lending Collateral for Securities Loaned–99.5% (cost $123,363,462)				147,965,143
	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.4%
INVESTMENT COMPANIES–0.4%
AllianceBernstein Exchange Reserves–Class I, 0.07%(d) (cost $566,387)	U.S.$	566,387	$	566,387
TOTAL INVESTMENTS–99.9% (cost $123,929,849)				148,531,530
Other assets less liabilities–0.1%				115,242
NET ASSETS–100.0%			$	148,646,772

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank, NA	EUR	949	USD	1,243		8/16/13	$	7,262
Citibank, NA	USD	9,915	AUD	9,669		8/16/13		(1,100,987	)
Citibank, NA	USD	2,798	GBP	1,785		8/16/13		(84,095	)
Credit Suisse International	USD	986	AUD	1,071		8/16/13		(9,348	)
Credit Suisse International	USD	450	CHF	420		8/16/13		(5,076	)
Deutsche Bank AG London	USD	3,224	GBP	2,130		8/16/13		14,673
Deutsche Bank AG London	USD	2,512	SEK	16,449		8/16/13		(61,815	)
Goldman Sachs Capital Markets LP	AUD	8,849	USD	8,375		8/16/13		308,288
Goldman Sachs Capital Markets LP	GBP	12,534	USD	19,418		8/16/13		360,500
Goldman Sachs Capital Markets LP	JPY	147,000	USD	1,506		8/16/13		23,804
JPMorgan Chase Bank, NA	AUD	820	USD	796		8/16/13		48,710
Royal Bank of Canada	USD	6,000	CAD	6,103		8/16/13		(203,451	)
Royal Bank of Scotland PLC	USD	16,256	JPY	1,568,658		8/16/13		(436,774	)
State Street Bank & Trust Co.	CHF	11,285	USD	11,980		8/16/13		27,926
State Street Bank & Trust Co.	SEK	2,038	USD	301		8/16/13		(2,344	)
State Street Bank & Trust Co.	USD	1,244	EUR	949		8/16/13		(8,539	)
State Street Bank & Trust Co.	USD	967	NOK	5,652		8/16/13		(38,343	)
UBS AG	USD	568	CAD	586		8/16/13		(11,196	)
							$	(1,170,805	)

(a) Non-income producing security.

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

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2013, the aggregate market value of these securities amounted to $2,273,783 or 1.5% of net assets.

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

6

AllianceBernstein Variable Products Series Fund

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

NOK—Norwegian Krone

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

OJSC—Open Joint Stock Company

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $123,363,462)	$	147,965,143	(a)
Affiliated issuers (cost $566,387–investment of cash collateral for securities loaned)		566,387
Foreign currencies, at value (cost $760,077)		752,159
Unrealized appreciation of forward currency exchange contracts		850,042
Receivable for investment securities sold and foreign currency transactions		702,731
Dividends and interest receivable		562,885
Receivable for capital stock sold		61,171
Total assets		151,460,518
LIABILITIES
Unrealized depreciation of forward currency exchange contracts		2,020,847
Payable for collateral received on securities loaned		566,387
Advisory fee payable		87,570
Payable for capital stock redeemed		37,576
Distribution fee payable		10,756
Administrative fee payable		7,241
Payable for foreign currency transactions		197
Transfer Agent fee payable		161
Accrued expenses		83,011
Total liabilities		2,813,746
NET ASSETS	$	148,646,772
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,647
Additional paid-in capital		179,435,321
Undistributed net investment income		2,582,033
Accumulated net realized loss on investment and foreign currency transactions		(56,807,324	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		23,428,095
	$	148,646,772

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	94,088,083		5,450,425	$	17.26
B	$	54,558,689		3,196,302	$	17.07

(a) Includes securities on loan with a value of $534,037 (see Note E).

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $212,047)	$	2,172,890
Affiliated issuers		1,336
Interest		253
Securities lending income		56,436
	$	2,230,915
EXPENSES
Advisory fee (see Note B)		588,133
Distribution fee—Class B		72,666
Transfer agency—Class A		1,930
Transfer agency—Class B		1,137
Custodian		55,754
Audit		25,808
Administrative		21,503
Legal		16,353
Printing		15,215
Directors’ fees		2,265
Miscellaneous		8,094
Total expenses		808,858
Net investment income		1,422,057
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		693,153	(a)
Foreign currency transactions		1,157,390
Net change in unrealized appreciation/depreciation of:
Investments		(642,324	)(b)
Foreign currency denominated assets and liabilities		(1,191,690	)
Net gain on investment and foreign currency transactions		16,529
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	1,438,586

(a) Net of foreign capital gains taxes of $35,625.

(b) Net of decrease in accrued foreign capital gains taxes of $21,277.

See notes to financial statements.

9

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

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,422,057		$	1,875,627
Net realized gain (loss) on investment and foreign currency transactions		1,850,543			(1,691,944	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,834,014	)		21,758,307
Net increase in net assets from operations		1,438,586			21,941,990
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,435,331	)
Class B		–0	–		(854,155	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,096,823	)		(12,581,357	)
Total increase (decrease)		(7,658,237	)		7,071,147
NET ASSETS
Beginning of period		156,305,009			149,233,862
End of period (including undistributed net investment income of $2,582,033 and $1,159,976, respectively)	$	148,646,772		$	156,305,009

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

11

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

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

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

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

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

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

Options and warrants are valued using market-based inputs to models, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency, where such inputs and models are available. Alternatively the values may be obtained through unobservable management determined inputs and/or management’s proprietary models. Where models are used, the selection of a particular model to value an option or a warrant depends upon the contractual terms of, and specific risks inherent in, the option or warrant as well as the availability of pricing information in the market. Valuation models require a variety of inputs, including contractual terms, market prices, measures of volatility and correlations of such inputs. Exchange traded options will be classified as Level 2. For options or warrants that do not trade on exchange but trade in liquid markets, inputs can generally be verified and model selection does not involve significant management judgment. Options and warrants are classified within Level 2 on the fair value hierarchy when all of the significant inputs can be corroborated to market evidence. Otherwise such instruments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	2,810,953		$	30,417,035		$	–0	–	$	33,227,988
Consumer Staples		887,520			28,939,889			–0	–		29,827,409
Consumer Discretionary		2,172,308			16,478,788			–0	–		18,651,096
Health Care		60,106			16,775,275			–0	–		16,835,381
Industrials		–0	–		16,241,143			–0	–		16,241,143
Information Technology		2,988,910			11,045,625			–0	–		14,034,535
Materials		2,075,796			5,972,273			–0	–		8,048,069
Energy		2,806,751			3,337,234			–0	–		6,143,985
Utilities		–0	–		2,428,656			–0	–		2,428,656
Warrants		–0	–		–0	–		668,869			668,869
Short-Term Investments		–0	–		1,858,012			–0	–		1,858,012
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		566,387			–0	–		–0	–		566,387
Total Investments in Securities		14,368,731			133,493,930	+		668,869			148,531,530

12

AllianceBernstein Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	850,042		$	–0	–	$	850,042
Liabilities:
Forward Currency Exchange Contracts		–0	–		(2,020,847	)		–0	–		(2,020,847	)
Total(a)^	$	14,368,731		$	132,323,125		$	668,869		$	147,360,725

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

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

(a) An amount of $4,331,532 was transferred from Level 1 to Level 2 due to insufficient observable inputs during the reporting period.

^ There were de minimus transfers under 1% of net assets from Level 2 to Level 1 during the reporting period.

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

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

	Warrants			Rights^			Total
Balance as of 12/31/12	$	829,289		$	–0	–	$	829,289
Accrued discounts/(premiums)		–0	–		–0	–		–0	–
Realized gain (loss)		–0	–		7,280			7,280
Change in unrealized appreciation/depreciation		(160,420	)		–0	–		(160,420	)
Purchases		–0	–		–0	–		–0	–
Sales		–0	–		(7,280	)		(7,280	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/13	$	668,869			–0	–	$	668,869
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	(160,420	)	$	–0	–	$	(160,420	)

^ The Portfolio held securities with zero market value that were sold during the period.

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

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

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,503.

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AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $77,710, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	22,578,648		$	24,912,147
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	30,283,957
Gross unrealized depreciation		(5,682,276	)
Net unrealized appreciation	$	24,601,681

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

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

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

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

During the six months ended June 30, 2013, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

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

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements and certain securities lending transactions. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party.

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

At June 30, 2013, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	850,042	Unrealized depreciation of forward currency exchange contracts	$	2,020,847
Total			$850,042		$	2,020,847

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2013:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,144,819	$	(1,173,131	)
Total		$	1,144,819	$	(1,173,131	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2013:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	64,157,220
Average principal amount of sale contracts	$	64,398,473

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AllianceBernstein Variable Products Series Fund

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

The following tables present the Portfolio’s dervative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2013:

Counterparty	Derivative Assets Subject to MA		Derivatives Available  for Offset			Collateral Received			Net Amount of Derivatives Assets
Citibank, NA	$	7,262	$	(7,262	)	$	–0	–	$	–0	–
Deutsche Bank AG London		14,673		(14,673	)		–0	–		–0	–
Goldman Sachs Capital Markets LP		692,593		–0	–		–0	–		692,593
JPMorgan Chase Bank NA		48,710		–0	–		–0	–		48,710
State Street Bank & Trust Co.		86,804		(86,804	)		–0	–		–0	–
Total	$	850,042	$	(108,739	)	$	–0	–	$	741,303

Counterparty	Derivative Liabilites Subject to MA		Derivatives Available  for Offset			Collateral Pledged			Net Amount of Derivatives Liabilities
Citibank, NA	$	1,185,083	$	(7,262	)	$	–0	–	$	1,177,821
Credit Suisse International		14,424		–0	–		–0	–		14,424
Deutsche Bank AG London		61,816		(14,673	)		–0	–		47,143
Royal Bank of Canada		203,451		–0	–		–0	–		203,451
Royal Bank of Scotland PLC		436,774		–0	–		–0	–		436,774
State Street Bank & Trust Co.		108,103		(86,804	)		–0	–		21,299
UBS AG		11,196		–0	–		–0	–		11,196
Total	$	2,020,847	$	(108,739	)	$	–0	–	$	1,912,108

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of

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

the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $534,037 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $566,387. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $56,436 and $1,336 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	2,331	$	37,681	$	39,446	$	566	$	1

NOTE F : Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		62,814			727,229		$	1,114,351		$	11,579,918
Shares issued in reinvestment of dividends		–0	–		89,262			–0	–		1,435,331
Shares redeemed		(310,608	)		(1,145,926	)		(5,556,249	)		(18,320,349	)
Net decrease		(247,794	)		(329,435	)	$	(4,441,898	)	$	(5,305,100	)
Class B
Shares sold		155,136			383,318		$	2,722,408		$	6,088,165
Shares issued in reinvestment of dividends		–0	–		53,585			–0	–		854,154
Shares redeemed		(419,727	)		(882,162	)		(7,377,333	)		(14,218,576	)
Net decrease		(264,591	)		(445,259	)	$	(4,654,925	)	$	(7,276,257	)

NOTE G : Risks Involved in Investing in the Portfolio

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

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

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

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

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AllianceBernstein Variable Products Series Fund

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

NOTE H : Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	2,289,486	$	5,327,676
Total taxable distributions paid	$	2,289,486	$	5,327,676

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,348,013
Accumulated capital and other losses		(58,424,018	)(a)
Unrealized appreciation/(depreciation)		24,840,224	(b)
Total accumulated earnings/(deficit)	$	(32,235,781	)

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $58,424,018.

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $58,424,018 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$    7,176,740	n/a	2016
42,501,075	n/a	2017
8,477,391	$268,812	No expiration

NOTE J: Subsequent Events

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

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INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS.	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$17.13			$15.08			$18.42			$16.66			$12.52			$24.89
Income From Investment Operations
Net investment income (a)		.17			.21			.26			.18			.22			.38
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.04	)		2.12			(3.08	)		1.92			4.59			(12.35	)
Contributions from Adviser		–0	–		–0	–		.00	(b)		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		.13			2.33			(2.82	)		2.10			4.81			(11.97	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.28	)		(.52	)		(.34	)		(.67	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(.40	)
Total dividends and distributions		–0	–		(.28	)		(.52	)		(.34	)		(.67	)		(.40	)
Net asset value, end of period		$17.26			$17.13			$15.08			$18.42			$16.66			$12.52
Total Return
Total investment return based on net asset value (c)		.76	%		15.54	%		(15.85	)%		12.89	%		39.58	%		(48.85	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$94,088			$97,611			$90,912			$126,339			$124,335			$80,458
Ratio to average net assets of:
Expenses		.94	%(d)		.97	%		.94	%		.93	%(e)		.99	%		.98	%
Net investment income		1.91	%(d)		1.33	%		1.53	%		1.08	%(e)		1.55	%		1.93	%
Portfolio turnover rate		15	%		52	%		66	%		104	%		118	%		90	%

See footnote summary on page 21.

20

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$16.96			$14.93			$18.24			$16.51			$12.41			$24.73
Income From Investment Operations
Net investment income (a)		.14			.18			.22			.14			.18			.31
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.03	)		2.08			(3.06	)		1.89			4.55			(12.23	)
Contributions from Adviser		–0	–		–0	–		.00	(b)		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		.11			2.26			(2.84	)		2.03			4.73			(11.92	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.23	)		(.47	)		(.30	)		(.63	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(.40	)
Total dividends and distributions		–0	–		(.23	)		(.47	)		(.30	)		(.63	)		(.40	)
Net asset value, end of period		$17.07			$16.96			$14.93			$18.24			$16.51			$12.41
Total Return
Total investment return based on net asset value (c)		.65	%		15.23	%		(16.04	)%		12.61	%		39.24	%		(48.96	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$54,559			$58,694			$58,322			$74,879			$72,604			$45,309
Ratio to average net assets of:
Expenses		1.19	%(d)		1.22	%		1.19	%		1.18	%(e)		1.24	%		1.23	%
Net investment income		1.65	%(d)		1.11	%		1.27	%		.83	%(e)		1.28	%		1.63	%
Portfolio turnover rate		15	%		52	%		66	%		104	%		118	%		90	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2008 by 0.01%.

See notes to financial statements.

21

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

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

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

22

AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) All Country (AC) World (ex US) Index (Net) (the “MSCI AC World Index”) and the MSCI World (ex US) Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013, and (in the case of comparisons with the MSCI World Index) the period since inception (September 1994 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods, and in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 10-year period. The Portfolio lagged both indices in all periods except that it outperformed the MSCI World Index in the 10-year period and the period since inception. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA International Growth Funds Average and the MSCI AC World Index but lagged the MSCI World Index.

The directors noted that they had discussed with the Adviser their concerns about the investment performance of the Portfolio over time as compared to both its benchmark and its peers and that the Adviser had reviewed with them various steps that it had taken, including the restructuring of the Adviser’s research and portfolio management teams and related modifications to its investment process, and other changes intended to improve investment performance. The directors noted that the Portfolio’s relative investment performance had improved in the first quarter of 2013, but they continued to be concerned about the Portfolio’s performance over time and the lack of sustained improvement in it. After further discussion with the Adviser and consideration of the Adviser’s response to their concerns, the directors concluded that they continued to have confidence in the Adviser’s ability to advise the Portfolio but informed the Adviser that, in light of the Portfolio’s persistent weak relative performance, they would continue to monitor closely the Portfolio and the impact of the steps taken by the Adviser with a view to improving investment performance. They also informed the Adviser that they would undertake a further close review in six months, and that they would consider taking additional action if they were not satisfied with the Adviser’s progress in improving investment performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the

23

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund. The directors also considered that a portfolio of a fund advised by the Adviser (the “SCB Portfolio”) pursuing a somewhat similar investment style has higher fee rates at each breakpoint of its fee schedule, and that the Adviser is waiving, effective November 1, 2011 through October 31, 2013, 5 basis points of the advisory fee payable by the SCB Portfolio under its contract.

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

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was the same as the Expense Group median and lower than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

24

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
International	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	158.6	International Growth Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

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

3 Jones v. Harris at 1427.

25

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $44,879 (0.028% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
International Growth Portfolio	Class A    0.97% Class B    1.22%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Growth Portfolio	$158.6	International Research Growth AC Schedule		0.576	%		0.750	%
		0.85% on first $25m
		0.65% on next $25m
		0.55% on next $50m
		0.45% on the balance
		Minimum account size $25m

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

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

26

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein International Growth Fund, Inc. (“International Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of International Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Growth Portfolio	International Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below is the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2013 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee		Portfolio Advisory Fee
International Growth Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion 0.800% on next $2 billion 0.750% on next $2 billion 0.650% thereafter		0.875%		0.750%
		The Adviser is waving 5 basis points in advisory fees effective through October 31, 2013.

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

27

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
International Growth Portfolio		0.750		0.817		4/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Growth Portfolio		0.972		0.972		7/13		0.997		18/44

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2012, relative to 2011.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $149,521 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $469,646 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the adviser.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

28

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio effected brokerage transactions through and pais commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

29

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2013.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Growth Portfolio
1 year		5.30		9.25		8.94		13/13		39/40
3 year		6.03		8.83		8.79		12/12		32/35
5 year		-2.74		-0.26		0.24		11/11		31/32
10 year		10.58		10.06		10.06		4/10		12/26

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks²². Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Growth Portfolio		5.30		6.03		-2.74		10.58		7.98		20.67		0.51		10
MSCI AC World ex US Index (Net)		6.66		6.65		-0.87		10.68		N/A		19.01		0.54		10
MSCI World ex US Index (Net) 24		8.75		6.70		-1.19		9.65		4.87		N/A		N/A		N/A
Inception Date: September 23, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

24 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

30

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,032.50	$	4.18		0.83	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.68	$	4.16		0.83	%
Class B
Actual	$	1,000	$	1,031.80	$	5.44		1.08	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.44	$	5.41		1.08	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
GlaxoSmithKline PLC	$	23,731,410		2.9	%
Roche Holding AG		22,139,183		2.7
HSBC Holdings PLC		17,120,741		2.1
Nippon Telegraph & Telephone Corp.		15,240,147		1.8
Mitsubishi UFJ Financial Group, Inc.		14,957,336		1.8
Novartis AG		14,645,633		1.8
Vodafone Group PLC		14,463,302		1.8
ING Groep NV		13,993,670		1.7
Macquarie Group Ltd.		12,890,090		1.6
Sumitomo Electric Industries Ltd.		12,288,542		1.5
	$	161,470,054		19.7	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	209,649,288		25.7	%
Consumer Discretionary		125,416,869		15.3
Industrials		76,262,668		9.3
Consumer Staples		74,054,381		9.1
Health Care		74,004,334		9.1
Materials		71,035,808		8.7
Information Technology		55,165,719		6.7
Energy		50,979,306		6.2
Telecommunication Services		47,179,462		5.8
Utilities		26,018,137		3.2
Short-Term Investments		7,319,168		0.9
Total Investments	$	817,085,140		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

INTERNATIONAL VALUE PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	211,289,878		25.9	%
United Kingdom		161,525,878		19.8
France		86,369,391		10.6
Switzerland		63,258,206		7.7
Australia		56,783,070		7.0
Germany		41,814,565		5.1
South Korea		40,169,950		4.9
Netherlands		36,900,122		4.5
Brazil		17,950,231		2.2
Russia		16,454,934		2.0
Italy		15,583,327		1.9
Norway		12,950,546		1.6
Hong Kong		10,829,577		1.3
Other		37,886,297		4.6
Short-Term Investments		7,319,168		0.9
Total Investments	$	817,085,140		100.0	%

* All data are as of June 30, 2013. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 1.0% or less in the following countries: Belgium, China, Denmark, Israel, Mexico, Poland, Portugal and Turkey.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
FINANCIALS–25.6%
CAPITAL MARKETS–3.2%
Credit Suisse Group AG(a)		192,815	$	5,104,599
Deutsche Bank AG (REG)		194,881		8,171,907
Macquarie Group Ltd.		337,960		12,890,090
				26,166,596
COMMERCIAL BANKS–12.9%
Australia & New Zealand Banking Group Ltd.		119,100		3,091,758
Banco do Brasil SA		638,900		6,330,732
Bank Hapoalim BM(a)		650,425		2,935,358
Barclays PLC		1,634,010		6,958,825
BNP Paribas SA		55,000		3,010,976
China Construction Bank Corp.–Class H		3,772,000		2,650,653
HSBC Holdings PLC		1,653,836		17,120,741
KB Financial Group, Inc.		227,121		6,735,875
Lloyds Banking Group PLC(a)		4,200,170		4,033,469
Mitsubishi UFJ Financial Group, Inc.		2,421,900		14,957,336
Mizuho Financial Group, Inc.		1,371,600		2,848,392
National Australia Bank Ltd.		405,450		10,967,403
Sberbank of Russia (Sponsored ADR)		320,772		3,682,463
Societe Generale SA		321,092		11,050,532
Sumitomo Mitsui Financial Group, Inc.		197,500		9,040,169
				105,414,682
DIVERSIFIED FINANCIAL SERVICES–2.9%
ING Groep NV(a)		1,531,190		13,993,670
ORIX Corp.		700,300		9,556,793
				23,550,463
INSURANCE–3.3%
Aegon NV		1,022,123		6,857,481
Allianz SE		33,170		4,841,535
Aviva PLC		943,180		4,861,284
Muenchener Rueckversicherungs AG		23,320		4,284,177
Suncorp Group Ltd.		606,876		6,591,327
				27,435,804
REAL ESTATE INVESTMENT TRUSTS (REITS)–1.3%
Mexico Real Estate Management SA de CV(a)		988,550		2,136,176
Stockland		1,606,060		5,110,263
Westfield Group		349,790		3,663,569
				10,910,008
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.0%
Aeon Mall Co., Ltd.		57,200		1,419,016
China Overseas Land & Investment Ltd.		948,000	$	2,455,943
Evergrande Real Estate Group Ltd.(a)(b)		8,227,000		3,036,368
Mitsui Fudosan Co., Ltd.		116,000		3,410,403
New World Development Co., Ltd.		2,098,000		2,876,404
Wharf Holdings Ltd.		356,000		2,973,601
				16,171,735
				209,649,288
CONSUMER DISCRETIONARY–15.3%
AUTO COMPONENTS–3.3%
Cie Generale des Etablissements Michelin–Class B		131,332		11,743,168
GKN PLC		1,509,130		6,907,880
Valeo SA(b)		132,770		8,331,187
				26,982,235
AUTOMOBILES–6.4%
Bayerische Motoren Werke AG		68,100		5,943,510
Honda Motor Co., Ltd.		288,900		10,732,470
Kia Motors Corp.		130,980		7,073,212
Mazda Motor Corp.(a)		1,681,000		6,645,727
Nissan Motor Co., Ltd.		813,000		8,148,382
Renault SA		53,840		3,626,526
Volkswagen AG (Preference Shares)		50,050		10,109,280
				52,279,107
HOTELS, RESTAURANTS & LEISURE–1.0%
Autogrill SpA(a)		259,740		3,605,130
Melco Crown Entertainment Ltd. (ADR)(a)		222,700		4,979,572
				8,584,702
HOUSEHOLD DURABLES–1.3%
Sony Corp.		328,400		6,937,847
Taylor Wimpey PLC		2,447,222		3,565,613
				10,503,460
MULTILINE RETAIL–0.4%
Myer Holdings Ltd.(b)		1,404,090		3,050,124
SPECIALTY RETAIL–2.2%
Kingfisher PLC		625,430		3,260,876
Shimamura Co., Ltd.		39,600		4,807,129
Yamada Denki Co., Ltd.(b)		248,810		10,074,137
				18,142,142
TEXTILES, APPAREL & LUXURY GOODS–0.7%
Cie Financiere Richemont SA (SWX Europe)		66,620		5,875,099
				125,416,869

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–9.3%
AEROSPACE & DEFENSE–3.2%
European Aeronautic Defence and Space Co. NV		219,710	$	11,754,642
Safran SA		136,440		7,123,038
Zodiac Aerospace		54,090		7,162,160
				26,039,840
AIRLINES–1.7%
Japan Airlines Co., Ltd.		132,700		6,831,481
Qantas Airways Ltd.(a)		3,209,800		3,942,553
Turk Hava Yollari		810,428		3,148,734
				13,922,768
BUILDING PRODUCTS–0.6%
Asahi Glass Co., Ltd.(b)		719,000		4,660,410
ELECTRICAL EQUIPMENT–1.5%
Sumitomo Electric Industries Ltd.		1,032,300		12,288,542
INDUSTRIAL CONGLOMERATES–0.7%
Siemens AG		54,880		5,557,341
MACHINERY–0.4%
IHI Corp.		939,000		3,552,722
ROAD & RAIL–0.5%
Tokyu Corp.		630,000		4,125,085
TRADING COMPANIES & DISTRIBUTORS–0.7%
Mitsubishi Corp.		358,000		6,115,960
				76,262,668
CONSUMER STAPLES–9.0%
BEVERAGES–1.2%
Anheuser-Busch InBev NV		41,640		3,748,979
Asahi Group Holdings Ltd.		248,800		6,163,208
				9,912,187
FOOD & STAPLES RETAILING–2.9%
Koninklijke Ahold NV		613,450		9,123,808
Tesco PLC		1,091,400		5,496,087
Wesfarmers Ltd.		71,050		2,571,021
WM Morrison Supermarkets PLC		1,614,140		6,425,001
				23,615,917
FOOD PRODUCTS–1.0%
Danone SA		54,970		4,137,502
Nestle SA		57,850		3,796,138
				7,933,640
HOUSEHOLD PRODUCTS–0.4%
Reckitt Benckiser Group PLC		47,700		3,374,131
TOBACCO–3.5%
British American Tobacco PLC		183,880	$	9,431,118
Imperial Tobacco Group PLC		278,300		9,649,940
Japan Tobacco, Inc.		287,200		10,137,448
				29,218,506
				74,054,381
HEALTH CARE–9.0%
BIOTECHNOLOGY–1.4%
Actelion Ltd.(a)		194,190		11,697,554
PHARMACEUTICALS–7.6%
GlaxoSmithKline PLC		949,400		23,731,410
Novartis AG		206,770		14,645,633
Roche Holding AG		89,200		22,139,183
Teva Pharmaceutical Industries Ltd.		45,750		1,790,554
				62,306,780
				74,004,334
MATERIALS–8.7%
CHEMICALS–3.4%
Arkema SA		59,816		5,483,054
BASF SE		32,590		2,906,815
Denki Kagaku Kogyo KK		628,000		2,273,285
Incitec Pivot Ltd.		1,883,880		4,904,962
Koninklijke DSM NV		106,225		6,925,163
Nippon Shokubai Co., Ltd.		63,000		644,416
Teijin Ltd.		1,281,000		2,806,005
Ube Industries Ltd./Japan		948,000		1,753,865
				27,697,565
CONSTRUCTION MATERIALS–0.5%
Taiheiyo Cement Corp.		1,293,000		4,126,218
METALS & MINING–4.8%
Anglo American PLC		225,460		4,344,751
Dowa Holdings Co., Ltd.		401,000		3,583,290
Glencore Xstrata PLC		719,682		2,979,108
KGHM Polska Miedz SA		99,410		3,615,527
MMC Norilsk Nickel OJSC (ADR)		542,100		7,811,661
Rio Tinto PLC		249,380		10,142,021
Vale SA (Sponsored ADR) (Local Preference Shares)		553,920		6,735,667
				39,212,025
				71,035,808
INFORMATION TECHNOLOGY–6.7%
COMPUTERS & PERIPHERALS–1.8%
Fujitsu Ltd.		2,054,000		8,497,378
Toshiba Corp.		1,319,000		6,322,720
				14,820,098

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.9%
LG Display Co., Ltd.(a)		297,190	$	7,090,903
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.6%
Samsung Electronics Co., Ltd.		9,980		11,664,861
SK Hynix, Inc.(a)		280,190		7,605,099
Sumco Corp.		503,400		5,514,172
Tokyo Electron Ltd.		102,100		5,162,122
				29,946,254
SOFTWARE–0.4%
Nintendo Co., Ltd.		28,100		3,308,464
				55,165,719
ENERGY–6.2%
ENERGY EQUIPMENT & SERVICES–1.6%
Aker Solutions ASA		439,972		6,006,499
Seadrill Ltd.		172,410		6,944,047
				12,950,546
OIL, GAS & CONSUMABLE FUELS–4.6%
ENI SpA		583,620		11,978,197
Gazprom OAO (Sponsored ADR)		755,070		4,960,810
JX Holdings, Inc.		1,051,700		5,078,039
Petroleo Brasileiro SA (Sponsored ADR)		333,140		4,883,832
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		348,249		11,127,882
				38,028,760
				50,979,306
TELECOMMUNICATION SERVICES–5.8%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.5%
Nippon Telegraph & Telephone Corp.		292,400		15,240,147
TDC A/S		780,216		6,323,316
Vivendi SA		349,606		6,625,597
				28,189,060
WIRELESS TELECOMMUNICATION SERVICES–2.3%
NTT DoCoMo, Inc.		2,910		4,527,100
Vodafone Group PLC		5,047,085		14,463,302
				18,990,402
				47,179,462
UTILITIES–3.2%
ELECTRIC UTILITIES–1.5%
EDP–Energias de Portugal SA		1,873,880	$	6,044,689
Electricite de France SA		272,380		6,321,009
				12,365,698
MULTI-UTILITIES–1.7%
Centrica PLC		1,142,480		6,249,034
National Grid PLC		653,110		7,403,405
				13,652,439
				26,018,137
Total Common Stocks (cost $747,980,261)				809,765,972
RIGHTS–0.0%
FINANCIALS–0.0%
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.0%
New Hotel, expiring 6/11/13(a) (cost $0)		26,225		–0	–
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.9%
TIME DEPOSIT–0.9%
State Street Time Deposit 0.01%, 7/01/13 (cost $7,319,168)	$	7,319		7,319,168
Total Investments Before Security Lending Collateral for Securities Loaned–99.7% (cost $755,299,429)				817,085,140
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.0%
INVESTMENT COMPANIES–3.0%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $24,239,191)		24,239,191		24,239,191
TOTAL INVESTMENTS–102.7% (cost $779,538,620)				841,324,331
Other assets less liabilities–(2.7)%				(22,114,323	)
NET ASSETS–100.0%			$	819,210,008

6

AllianceBernstein Variable Products Series Fund

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2013		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro Stoxx 50 Index Futures		93		September 2013	$	3,252,182	$	3,144,967	$	(107,215)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale		GBP	3,669		USD	5,457		7/17/13	$	(122,430	)
Barclays Bank PLC Wholesale		HKD	112,048		USD	14,443		7/17/13		(4,264	)
Barclays Bank PLC Wholesale		JPY	567,665		USD	5,798		7/17/13		73,804
Barclays Bank PLC Wholesale		KRW	48,369,483		USD	43,730		7/17/13		1,415,987
Barclays Bank PLC Wholesale		USD	11,758		HKD	91,226		7/17/13		4,587
Barclays Bank PLC Wholesale		USD	16,279		JPY	1,677,094		7/17/13		631,693
Barclays Bank PLC Wholesale		USD	4,002		KRW	4,629,998		7/17/13		48,609
BNP Paribas SA		CHF	4,287		USD	4,407		7/17/13		(132,171	)
BNP Paribas SA		GBP	43,583		USD	65,021		7/17/13		(1,260,255	)
BNP Paribas SA		JPY	4,634,666		USD	46,737		7/17/13		4,234
BNP Paribas SA		KRW	8,526,140		USD	7,615		7/17/13		155,972
BNP Paribas SA		USD	54,786		SEK	350,344		7/17/13		(2,561,454	)
Citibank, NA		NZD	6,336		USD	5,254		7/17/13		348,850
Citibank, NA		USD	30,082		JPY	2,845,940		7/17/13		(1,385,704	)
Citibank, NA		AUD	11,869		USD	11,178		10/11/13		401,387
Citibank, NA		USD	30,911		EUR	23,596		10/11/13		(183,317	)
Credit Suisse International		AUD	75,821		USD	73,998		7/17/13		4,732,269
Credit Suisse International		CHF	17,370		USD	18,601		7/17/13		208,950
Credit Suisse International		NOK	223,645		USD	38,224		7/17/13		1,425,210
Credit Suisse International		USD	3,848		AUD	4,172		7/17/13		(36,746	)
Credit Suisse International		USD	4,787		GBP	3,156		7/17/13		12,734
Credit Suisse International		USD	38,707		NOK	223,645		7/17/13		(1,907,464	)
Deutsche Bank AG London		USD	32,744		EUR	25,289		7/17/13		175,173
Goldman Sachs Capital Markets LP		USD	16,143		CHF	15,022		7/17/13		(236,888	)
Goldman Sachs Capital Markets LP		USD	7,414		JPY	742,542		7/17/13		73,670
Goldman Sachs Capital Markets LP		USD	16,323		NZD	19,140		7/17/13		(1,506,190	)
Goldman Sachs Capital Markets LP		JPY	508,864		USD	5,216		10/11/13		82,875
Goldman Sachs Capital Markets LP		USD	17,696		GBP	11,502		10/11/13		(213,796	)
HSBC BankUSA		HKD	37,900		USD	4,889		7/17/13		1,787
JPMorgan Chase Bank, NA		USD	27,842		GBP	18,436		7/17/13		195,821
Morgan Stanley & Co., Inc.		EUR	2,816		USD	3,721		7/17/13		55,543
Morgan Stanley & Co., Inc.		USD	66,398		JPY	6,334,184		7/17/13		(2,529,057	)
Royal Bank of Scotland PLC		JPY	8,864,957		USD	92,383		7/17/13		2,995,279
Royal Bank of Scotland PLC		NZD	7,372		USD	5,703		7/17/13		(3,625	)
Royal Bank of Scotland PLC		USD	16,321		AUD	15,832		7/17/13		(1,857,611	)
Royal Bank of Scotland PLC		USD	7,065		CHF	6,635		7/17/13		(39,377	)
Royal Bank of Scotland PLC		USD	43,909		GBP	28,884		7/17/13		17,178
Societe Generale		USD	17,764		EUR	13,569		7/17/13		(101,132	)

7

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Societe Generale		USD	2,683		HKD	20,822		7/17/13	$	2,140
Standard Chartered Bank		USD	4,888		HKD	37,900		7/17/13		(1,667	)
Standard Chartered Bank		USD	8,561		KRW	9,611,869		7/17/13		(152,133	)
Standard Chartered Bank		BRL	36,899		USD	16,269		8/02/13		(152,115	)
State Street Bank & Trust Co.		EUR	6,920		USD	8,865		7/17/13		(143,015	)
State Street Bank & Trust Co.		NZD	2,738		USD	2,204		7/17/13		84,695
State Street Bank & Trust Co.		SEK	80,512		USD	12,002		7/17/13		(24	)
UBS AG		USD	20,987		AUD	20,331		7/17/13		(2,413,832	)
Westpac Banking Corp.		AUD	4,557		USD	4,419		7/17/13		255,592
Westpac Banking Corp.		NZD	9,030		USD	7,343		7/17/13		352,922
Westpac Banking Corp.		USD	5,178		NZD	6,336		7/17/13		(273,628	)
									$	(3,460,934	)

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

NZD—New Zealand Dollar

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

OJSC—Open Joint Stock Company

REG—Registered Shares

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $755,299,429)	$	817,085,140	(a)
Affiliated issuers (cost $24,239,191—investment of cash collateral for securities loaned)		24,239,191
Cash		237,624	(b)
Foreign currencies, at value (cost $5,000,662)		4,916,138
Unrealized appreciation of forward currency exchange contracts		13,759,480
Dividends and interest receivable		6,110,985
Receivable for investment securities sold and foreign currency transactions		1,620,462
Receivable for capital stock sold		67,515
Total assets		868,036,535
LIABILITIES
Payable for collateral received on securities loaned		24,239,191
Unrealized depreciation of forward currency exchange contracts		17,220,414
Payable for investment securities purchased and foreign currency transactions		5,354,804
Payable for capital stock redeemed		1,022,501
Advisory fee payable		486,150
Distribution fee payable		153,031
Payable for variation margin on futures		25,270
Administrative fee payable		7,290
Transfer Agent fee payable		156
Accrued expenses		317,720
Total liabilities		48,826,527
NET ASSETS	$	819,210,008
COMPOSITION OF NET ASSETS
Capital stock, at par	$	63,074
Additional paid-in capital		1,859,372,130
Distributions in excess of net investment income		(5,359,279	)
Accumulated net realized loss on investment and foreign currency transactions		(1,092,874,220	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		58,008,303
	$	819,210,008

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	45,691,801		3,484,042	$	13.11
B	$	773,518,207		59,589,512	$	12.98

(a) Includes securities on loan with a value of $22,598,606 (see Note E).

(b) An amount of $237,623 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2013.

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,717,382)	$	20,164,051
Affiliated issuers		15,409
Interest		353
Securities lending income		604,299
		20,784,112
EXPENSES
Advisory fee (see Note B)		3,878,781
Distribution fee—Class B		1,232,588
Transfer agency—Class A		169
Transfer agency—Class B		3,432
Printing		139,718
Custodian		137,078
Legal		28,553
Audit		28,118
Administrative		21,495
Directors’ fees		2,265
Miscellaneous		28,942
Total expenses		5,501,139
Net investment income		15,282,973
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		38,476,816	(a)
Futures		427,249
Foreign currency transactions		29,371,019
Net change in unrealized appreciation/depreciation of:
Investments		(11,955,719	)
Futures		(110,005	)
Foreign currency denominated assets and liabilities		(20,160,624	)
Net gain on investment and foreign currency transactions		36,048,736
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	51,331,709

(a) On May 17, 2013, the Portfolio had a redemption-in-kind with total proceeds in the amount of $210,077,559. The gain on investments of $13,721,399 will not be realized for tax purposes.

See notes to financial statements.

10

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	15,282,973		$	30,051,082
Net realized gain (loss) on investment and foreign currency transactions		68,275,084			(109,842,214	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(32,226,348	)		230,054,769
Net increase in net assets from operations		51,331,709			150,263,637
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		(1,015,228	)		(757,381	)
Class B		(21,432,382	)		(14,270,445	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(316,001,953	)		(124,195,156	)
Total increase (decrease)		(287,117,854	)		11,040,655
NET ASSETS
Beginning of period		1,106,327,862			1,095,287,207
End of period (including distributions in excess of net investment income of ($5,359,279) and undistributed net investment income of $1,805,358, respectively)	$	819,210,008		$	1,106,327,862

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred between the close of the foreign markets and the time at which the Portfolio values its securities which may materially affect the value of securities trading in such markets. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

12

AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Financials

$

12,149,371

$

197,499,917

$

–0

–

$

209,649,288

Consumer Discretionary

4,979,572

120,437,297

–0

–

125,416,869

Industrials

–0

–

76,262,668

–0

–

76,262,668

Consumer Staples

–0

–

74,054,381

–0

–

74,054,381

Health Care

–0

–

74,004,334

–0

–

74,004,334

Materials

14,547,328

56,488,480

–0

–

71,035,808

Information Technology

–0

–

55,165,719

–0

–

55,165,719

Energy

9,844,642

41,134,664

–0

–

50,979,306

Telecommunication Services

6,323,316

40,856,146

–0

–

47,179,462

Utilities

–0

–

26,018,137

–0

–

26,018,137

Rights

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments

–0

–

7,319,168

–0

–

7,319,168

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

24,239,191

–0

–

–0

–

24,239,191

Total Investments in Securities

72,083,420

769,240,911

+

–0

–

841,324,331

Other Financial Instruments* :

Assets:

Forward Currency Exchange Contracts

–0

–

13,759,480

–0

–

13,759,480

Liabilities:

Futures

–0

–

(107,215

)

–0

–

(107,215

)#

Forward Currency Exchange Contracts

–0

–

(17,220,414

)

–0

–

(17,220,414

)

Total++

$

72,083,420

$

765,672,762

$

–0

–

$

837,756,182

13

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

^ The Portfolio held securities with zero market value at period end.

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of futures contracts as reported in the portfolio of investments.

++ There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Rights^			Total
Balance as of 12/31/12	$	–0	–	$	–0	–
Accrued discounts/(premiums)		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–
Change in unrealized appreciation/depreciation		–0	–		–0	–
Purchases		–0	–		–0	–
Sales		–0	–		–0	–
Transfers in to Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/13	$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/13*	$	– 0	–	$	– 0	–

^ The Portfolio held securities with zero market value at period end.

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

14

AllianceBernstein Variable Products Series Fund

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2013, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,495.

15

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $862,333, of which $0 and $337, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	307,082,608		$	409,350,992
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding futures, foreign currency and written option transactions) are as follows:

Gross unrealized appreciation	$	108,324,427
Gross unrealized depreciation		(46,538,716	)
Net unrealized appreciation	$	61,785,711

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

16

AllianceBernstein Variable Products Series Fund

At the time the Portfolio enters into a futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, provides a guarantee of performance. This guarantee is supported by a daily payment system (i.e., margin requirements). When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2013, the Portfolio held futures for non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended June 30, 2013, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various master agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements and certain securities lending transactions. These master agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party.

The Portfolio’s Master Agreements may contain provisions for early termination of derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

At June 30, 2013, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Equity contracts				Receivable/Payable for variation margin on futures	$	107,215	*+
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	13,759,480	Unrealized depreciation of forward currency exchange contracts		17,220,414
Total			$13,759,480		$	17,327,629

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) as reported in the portfolio of investments.

+ Exchange-traded investments.

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2013:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	427,249	$	(110,005	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		30,489,589		(19,938,118	)
Total		$	30,916,838	$	(20,048,123	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2013:

Futures:
Average original value of buy contracts	$	8,308,516
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	400,592,046
Average principal amount of sale contracts	$	409,968,181

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

18

AllianceBernstein Variable Products Series Fund

The following tables present the Portfolio’s dervative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/pledged by the Portfolio as of June 30, 2013:

Counterparty	Derivative Assets Subject to MA		Derivatives Available for Offset			Collateral Received			Net Amount of Derivatives Assets
Barclays Bank PLC Wholesale	$	2,174,680	$	(126,694	)	$	–0	–	$	2,047,986
BNP Paribas SA		160,206		(160,206	)		–0	–		–0	–
Citibank, NA		750,237		(750,237	)		–0	–		–0	–
Credit Suisse International		6,379,162		(1,944,210	)		–0	–		4,434,952
Deutsche Bank AG London		175,173		–0	–		–0	–		175,173
Goldman Sachs Capital Markets LP		156,545		(156,545	)		–0	–		–0	–
HSBC Bank USA		1,787		–0	–		–0	–		1,787
JPMorgan Chase Bank NA		195,821		–0	–		–0	–		195,821
Morgan Stanley & Co., Inc.		55,543		(55,543	)		–0	–		–0	–
Royal Bank of Scotland PLC		3,012,457		(1,900,613	)		–0	–		1,111,844
Societe Generale		2,140		(2,140	)		–0	–		–0	–
State Street Bank & Trust Co.		87,215		(87,215	)		–0	–		–0	–
Westpac Banking Corp.		608,514		(273,628	)		–0	–		334,886
Total	$	13,759,480	$	(5,457,031	)	$	–0	–	$	8,302,449

Counterparty	Derivative Liabilites Subject to MA		Derivatives Available for Offset			Collateral Pledged			Net Amount of Derivatives Liabilities
Barclays Bank PLC Wholesale	$	126,694	$	(126,694	)	$	–0	–	$	–0	–
BNP Paribas SA		3,953,880		(160,206	)		–0	–		3,793,674
Citibank, NA		1,569,021		(750,237	)		–0	–		818,784
Credit Suisse International		1,944,210		(1,944,210	)		–0	–		–0	–
Goldman Sachs Capital Markets LP		1,956,874		(156,545	)		–0	–		1,800,329
Morgan Stanley & Co., Inc.		2,529,057		(55,543	)		–0	–		2,473,514
Royal Bank of Scotland PLC		1,900,613		(1,900,613	)		–0	–		–0	–
Societe Generale		101,132		(2,140	)		–0	–		98,992
Standard Chartered Bank		305,915		–0	–		–0	–		305,915
State Street Bank & Trust Co.		145,559		(87,215	)		–0	–		58,344
UBS AG		2,413,831		–0	–		–0	–		2,413,831
Westpac Banking Corp.		273,628		(273,628	)		–0	–		–0	–
Total	$	17,220,414	$	(5,457,031	)	$	–0	–	$	11,763,383

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive

19

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $22,598,606 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $24,239,191. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $604,299 and $15,409 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	38,373	$	397,179	$	411,313	$	24,239	$	15

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		157,569			524,576		$	2,125,409		$	6,413,101
Shares issued in reinvestment of dividends		72,776			60,205			1,015,227			757,381
Shares redeemed		(452,781	)		(2,270,141	)		(6,132,018	)		(27,369,031	)
Net decrease		(222,436	)		(1,685,360	)	$	(2,991,382	)	$	(20,198,549	)
Class B
Shares sold		1,007,127			7,681,424		$	13,379,429		$	89,127,074
Shares issued in reinvestment of dividends		1,550,824			1,144,382			21,432,382			14,270,445
Shares redeemed		(25,378,095	)		(17,078,721	)		(347,822,382	)		(207,394,126	)
Net decrease		(22,820,144	)		(8,252,915	)	$	(313,010,571	)	$	(103,996,607	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

20

AllianceBernstein Variable Products Series Fund

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012			2011
Distributions paid from:
Ordinary income	$	15,027,826		$	49,967,098
Tax return of capital		–0	–		624,908
Total distributions paid	$	15,027,826		$	50,592,006

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	22,356,300
Accumulated capital and other losses		(1,154,294,202	)(a)
Unrealized appreciation/(depreciation)		62,828,607	(b)
Total accumulated earnings/(deficit)	$	(1,069,109,295	)

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $1,154,294,202.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of passive foreign investment companies (PFICs).

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $1,154,294,202 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  41,335,504	n/a	2016
917,130,062	n/a	2017
50,169,345	n/a	2018
38,211,729	$107,447,562	No expiration

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.96			$11.50			$14.90			$14.70			$11.05			$25.14
Income From Investment Operations
Net investment income (a)		.22			.36			.36			.27			.29			.54
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.22			1.31			(3.19	)		.39	†		3.54			(13.15	)
Net increase (decrease) in net asset value from operations		.44			1.67			(2.83	)		.66			3.83			(12.61	)
Less: Dividends and Distributions
Dividends from net investment income		(.29	)		(.21	)		(.56	)		(.46	)		(.18	)		(.23	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(1.25	)
Tax return of capital		–0	–		–0	–		(.01	)		–0	–		–0	–		–0	–
Total dividends and distributions		(.29	)		(.21	)		(.57	)		(.46	)		(.18	)		(1.48	)
Net asset value, end of period		$13.11			$12.96			$11.50			$14.90			$14.70			$11.05
Total Return
Total investment return based on net asset value (b)		3.25	%		14.53	%		(19.25	)%		4.59	%		34.68	%		(53.18	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$45,692			$48,029			$62,003			$104,274			$179,342			$155,183
Ratio to average net assets of:
Expenses		.83	%(c)		.81	%		.82	%		.85	%(d)		.83	%		.81	%
Net investment income		3.25	%(c)		2.97	%		2.55	%		1.94	%(d)		2.40	%		2.98	%
Portfolio turnover rate		31	%		41	%		62	%		52	%		52	%		36	%

See footnote summary on page 23.

22

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.84			$11.40			$14.77			$14.54			$10.93			$24.88
Income From Investment Operations
Net investment income (a)		.20			.32			.31			.24			.28			.50
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.23			1.29			(3.14	)		.38	†		3.47			(13.02	)
Net increase (decrease) in net asset value from operations		.43			1.61			(2.83	)		.62			3.75			(12.52	)
Less: Dividends and Distributions
Dividends from net investment income		(.29	)		(.17	)		(.53	)		(.39	)		(.14	)		(.18	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(1.25	)
Tax return of capital		–0	–		–0	–		(.01	)		–0	–		–0	–		–0	–
Total dividends and distributions		(.29	)		(.17	)		(.54	)		(.39	)		(.14	)		(1.43	)
Net asset value, end of period		$12.98			$12.84			$11.40			$14.77			$14.54			$10.93
Total Return
Total investment return based on net asset value (b)		3.18	%		14.19	%		(19.44	)%		4.30	%		34.36	%		(53.28	)%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$774			$1,058			$1,033			$1,326			$1,708			$1,659
Ratio to average net assets of:
Expenses		1.08	%(c)		1.06	%		1.07	%		1.10	%(d)		1.08	%		1.06	%
Net investment income		2.94	%(c)		2.70	%		2.23	%		1.73	%(d)		2.38	%		2.77	%
Portfolio turnover rate		31	%		41	%		62	%		52	%		52	%		36	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

† Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to financial statements.

23

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Value Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The

24

AllianceBernstein Variable Products Series Fund

directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International Europe, Australasia and Far East Index (Net) (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the Index) the period since inception (May 2001 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods, and 2nd out of 2 of the Performance Group and in the 5th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the period since inception and lagged the Index in all other periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA International Value Funds Average and lagged the Index.

The directors noted that they had discussed with the Adviser their concerns about the investment performance of the Portfolio over time as compared to both its benchmark and its peers and that the Adviser had reviewed with them various steps that it had taken, including the restructuring of the Adviser’s research and portfolio management teams and related modifications to its investment process, and other changes intended to improve investment performance. They further noted the Adviser’s longstanding view that its high conviction style of value investing was out of favor but would over time result in outperformance by the Portfolio. The directors noted that the Portfolio’s relative investment performance had improved in the first quarter of 2013, but they continued to be concerned about the Portfolio’s performance over time and the lack of sustained improvement in it. After further discussion with the Adviser and consideration of the Adviser’s response to their concerns, the directors concluded that they continued to have confidence in the Adviser’s ability to advise the Portfolio but informed the Adviser that, in light of the Portfolio’s persistent weak relative performance, they would continue to monitor closely the Portfolio and the impact of the steps taken by the Adviser with a view to improving investment performance. They also informed the Adviser that they would undertake a further close review in six months, and that they would consider taking additional action if they were not satisfied with the Adviser’s progress in improving investment performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio.

25

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising a registered investment company with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund. The directors also considered that a portfolio of a fund advised by the Adviser (the “SCB Portfolio”) pursuing a somewhat similar investment style has higher fee rates at each breakpoint of its fee schedule, and that the Adviser is waiving, effective November 1, 2011 through October 31, 2013, 5 basis points of the advisory fee payable by the SCB Portfolio under its contract.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the less than 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was about the same as the Expense Group median. The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

26

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Value Portfolio (the “Portfolio”).²The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
International	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	1,063.0	International Value Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

27

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $44,851 (0.004% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update or May 1^st of each year. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
International Value Portfolio	Class A    1.20%		0.81%	December 31
	Class B     1.45%		1.06%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

28

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Value Portfolio	$	1,063.0	International Value Schedule 0.80% on first $25m 0.60% on the next $25m 0.50% on the next $50m 0.40% on the balance Minimum account size $25m		0.419	%		0.750	%

The Adviser also manages AllianceBernstein International Value Fund, Inc. (“International Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of International Value Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
International Value Portfolio	International Value Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below is the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2013 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee			Portfolio Advisory Fee
International Value Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion 0.800% on next $2 billion 0.750% on next $2 billion 0.650% thereafter The Adviser is waving 5 basis points in advisory fees effective through October 31, 2013.		0.875	%		0.750	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2013 net assets.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

29

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio		Fee Schedule	Effective Sub-Adv. Fee			Portfolio Advisory Fee
International Value Portfolio	Client # 18	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance		0.597	%		0.750	%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolios, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolios and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹²

8 The client is an affiliate of the Adviser.

9 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

10 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

11 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

12 The Portfolio’s EG includes the Portfolio, five other VIP International Value funds (“IFVE”), three VIP International Growth funds (“IFGE”) and two VIP International Core funds (“IFCE”).

30

AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee13		Lipper EG Median (%)		Lipper EG Rank
International Value Portfolio		0.750		0.750		5/11

Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁴ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁵

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.

Portfolio	Expense Ratio (%)16		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Value Portfolio		0.811		0.833		4/11		0.978		13/78

Based on this analysis, the Portfolio has a more favorable ranking on an expense ratio basis than on a management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2012, relative to 2011.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $2,642,116 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $6,262,053 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE, IFGE and IFCE funds, excluding outliers.

16 Most recently completed fiscal year end Class A total expense ratio.

31

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁷

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

32

AllianceBernstein Variable Products Series Fund

the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2013.²³

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Value Portfolio
1 year		3.10		7.01		7.67		6/6		14/14
3 year		1.86		6.20		6.07		5/5		12/13
5 year	–	6.96		–0.26		–1.22		5/5		12/12
10 year		6.93		8.32		8.04		2/2		8/8

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Value Portfolio		3.10		1.86		–6.96		6.93		4.99		21.79		0.34		10
MSCI EAFE Index (Net)		9.84		6.85		–1.26		9.39		4.27		18.30		0.49		10
Inception Date: May 10, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

21 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

22 The Portfolio’s PG/PU are not identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

23 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

33

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account  Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,106.50	$	4.49	0.86%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.53	$	4.31	0.86%
Class B
Actual	$	1,000	$	1,105.00	$	5.79	1.11%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.29	$	5.56	1.11%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

LARGE CAP GROWTH PORTFOLIO TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Biogen Idec, Inc.	$	16,366,821		4.5	%
Google, Inc.—Class A		14,649,357		4.0
Cognizant Technology Solutions Corp.—Class A		13,757,921		3.8
IntercontinentalExchange, Inc.		13,378,395		3.7
Apple, Inc.		13,373,641		3.7
Boeing Co. (The)		12,966,855		3.6
Precision Castparts Corp.		12,812,055		3.5
priceline.com, Inc.		11,174,526		3.1
Walt Disney Co. (The)		10,247,350		2.8
Amazon.com, Inc.		10,230,100		2.8
	$	128,957,021		35.5	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	77,381,183		21.3	%
Consumer Discretionary		77,354,455		21.3
Health Care		66,429,925		18.2
Producer Durables		40,296,356		11.1
Financial Services		29,979,403		8.2
Materials & Processing		20,135,407		5.5
Energy		19,725,766		5.4
Consumer Staples		13,491,907		3.7
Short-Term Investments		19,159,161		5.3
Total Investments	$	363,953,563		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector breakdown is classified in the above chart and throughout this report according to the Russell sector classification scheme. The Russell Sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on Russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–94.8%
TECHNOLOGY–21.3%
COMMUNICATIONS TECHNOLOGY–0.9%
QUALCOMM, Inc.		52,360	$	3,198,149
COMPUTER SERVICES, SOFTWARE & SYSTEMS–15.2%
ANSYS, Inc.(a)		76,302		5,577,676
Citrix Systems, Inc.(a)		124,540		7,513,498
Cognizant Technology Solutions Corp.–Class A(a)		219,740		13,757,921
Facebook, Inc.(a)		246,610		6,130,725
Google, Inc.–Class A(a)		16,640		14,649,357
LinkedIn Corp.(a)		26,660		4,753,478
Red Hat, Inc.(a)		39,940		1,909,931
SolarWinds, Inc.(a)		27,163		1,054,196
				55,346,782
COMPUTER TECHNOLOGY–3.7%
Apple, Inc.		33,765		13,373,641
ELECTRONIC COMPONENTS–0.7%
Amphenol Corp.–Class A		33,760		2,631,255
SEMICONDUCTORS & COMPONENT–0.8%
Taiwan Semiconductor Manufacturing Co., Ltd. (Sponsored ADR)		154,550		2,831,356
				77,381,183
CONSUMER DISCRETIONARY–21.3%
CABLE TELEVISION SERVICES–2.0%
Comcast Corp.–Class A		172,100		7,207,548
CONSUMER SERVICES: MISC.–2.2%
eBay, Inc.(a)		153,740		7,951,433
COSMETICS–0.8%
Estee Lauder Cos., Inc. (The)–Class A		42,440		2,791,279
DIVERSIFIED MEDIA–1.2%
Liberty Media Corp.(a)		33,890		4,295,896
DIVERSIFIED RETAIL–4.5%
Amazon.com, Inc.(a)		36,840		10,230,100
Costco Wholesale Corp.		55,760		6,165,383
				16,395,483
ENTERTAINMENT–2.8%
Walt Disney Co. (The)		162,270		10,247,350
LEISURE TIME–3.1%
priceline.com, Inc.(a)		13,510		11,174,526
RECREATIONAL VEHICLES & BOATS–0.9%
Harley-Davidson, Inc.		59,750		3,275,495
RESTAURANTS–2.3%
Chipotle Mexican Grill, Inc.–Class A(a)		6,570	$	2,393,779
Starbucks Corp.		88,795		5,815,185
				8,208,964
SPECIALTY RETAIL–0.7%
O’Reilly Automotive, Inc.(a)	24,130$			2,717,521
TEXTILES, APPAREL & SHOES–0.8%
VF Corp.		16,000		3,088,960
				77,354,455
HEALTH CARE–18.3%
BIOTECHNOLOGY–7.6%
Biogen Idec, Inc.(a)		76,054		16,366,821
Celgene Corp.(a)		68,740		8,036,393
Quintiles Transnational Holdings, Inc.(a)		74,800		3,183,488
				27,586,702
HEALTH CARE MANAGEMENT SERVICES–2.5%
UnitedHealth Group, Inc.		139,711		9,148,277
HEALTH CARE SERVICES–0.8%
McKesson Corp.		23,750		2,719,375
MEDICAL EQUIPMENT–3.5%
Illumina, Inc.(a)		41,475		3,103,989
Intuitive Surgical, Inc.(a)		19,150		9,701,007
				12,804,996
PHARMACEUTICALS–3.9%
Allergan, Inc./United States		98,806		8,323,417
Gilead Sciences, Inc.(a)		114,180		5,847,158
				14,170,575
				66,429,925
PRODUCER DURABLES–11.1%
AEROSPACE–3.6%
Boeing Co. (The)		126,580		12,966,855
DIVERSIFIED MANUFACTURING OPERATIONS–2.3%
Danaher Corp.		130,642		8,269,639
ENVIRONMENTAL MAINTENANCE & SECURITY–0.8%
Stericycle, Inc.(a)		26,943		2,975,315
PRODUCER DURABLES: MISC.–1.4%
WW Grainger, Inc.		19,740		4,978,033
SCIENTIFIC INSTRUMENTS: CONTROL & FILTER–1.3%
Flowserve Corp.		38,283		2,067,665
Roper Industries, Inc.		22,300		2,770,106
				4,837,771

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.3%
AMETEK, Inc.		58,116	$	2,458,307
Sensata Technologies Holding NV(a)		70,550		2,462,195
				4,920,502
SCIENTIFIC INSTRUMENTS: GAUGES & METERS–0.4%
Mettler-Toledo International, Inc.(a)		6,701		1,348,241
				40,296,356
FINANCIAL SERVICES–8.2%
ASSET MANAGEMENT & CUSTODIAN–2.4%
Affiliated Managers Group, Inc.(a)		35,450		5,811,673
BlackRock, Inc.–Class A		11,970		3,074,494
				8,886,167
FINANCIAL DATA & SYSTEMS–1.7%
Visa, Inc.–Class A		34,550		6,314,013
INSURANCE: MULTI-LINE–0.4%
Brown & Brown, Inc.		43,450		1,400,828
SECURITIES BROKERAGE & SERVICES–3.7%
IntercontinentalExchange, Inc.(a)		75,261		13,378,395
				29,979,403
MATERIALS & PROCESSING–5.5%
FERTILIZERS–2.0%
Monsanto Co.		74,123		7,323,352
METAL FABRICATING–3.5%
Precision Castparts Corp.		56,688		12,812,055
				20,135,407
ENERGY–5.4%
OIL WELL EQUIPMENT & SERVICES–3.4%
National Oilwell Varco, Inc.		30,310	$	2,088,359
Oceaneering International, Inc.		44,986		3,247,990
Schlumberger Ltd.		99,835		7,154,176
				12,490,525
OIL: CRUDE PRODUCERS–2.0%
EOG Resources, Inc.		20,688		2,724,196
Noble Energy, Inc.		75,134		4,511,045
				7,235,241
				19,725,766
CONSUMER STAPLES–3.7%
FOODS–1.6%
Hershey Co. (The)		67,040		5,985,331
TOBACCO–2.1%
Philip Morris International, Inc.		86,661		7,506,576
				13,491,907
Total Common Stocks (cost $282,800,688)				344,794,402
	Principal Amount (000)
SHORT-TERM INVESTMENTS–5.3%
TIME DEPOSIT–5.3%
State Street Time Deposit 0.01%, 7/01/13 (cost $19,159,161)	$	19,159		19,159,161
TOTAL INVESTMENTS–100.1% (cost $301,959,849)				363,953,563
Other assets less liabilities–(0.1)%				(416,038	)
NET ASSETS–100.0%			$	363,537,525

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $301,959,849)	$	363,953,563
Cash		5,669
Dividends and interest receivable		223,602
Receivable for capital stock sold		2,463
Total assets		364,185,297
LIABILITIES
Payable for capital stock redeemed		259,154
Advisory fee payable		210,126
Printing fee payable		90,228
Distribution fee payable		38,077
Administrative fee payable		7,237
Transfer Agent fee payable		164
Accrued expenses		42,786
Total liabilities		647,772
NET ASSETS	$	363,537,525
COMPOSITION OF NET ASSETS
Capital stock, at par	$	10,697
Additional paid-in capital		363,559,407
Accumulated net investment loss		(687,264	)
Accumulated net realized loss on investment transactions		(61,339,029	)
Net unrealized appreciation on investments		61,993,714
	$	363,537,525

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	165,831,553		4,808,072	$	34.49
B	$	197,705,972		5,889,330	$	33.57

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	1,195,218
Affiliated issuers		605
Interest		1,159
Securities lending income		14,148
		1,211,130
EXPENSES
Advisory fee (see Note B)		1,368,011
Distribution fee—Class B		247,918
Transfer agency—Class A		2,888
Transfer agency—Class B		3,440
Printing		67,081
Custodian		55,488
Administrative		21,503
Legal		17,741
Audit		16,505
Directors’ fees		2,265
Miscellaneous		5,177
Total expenses		1,808,017
Net investment loss		(596,887	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		9,024,869
Net change in unrealized appreciation/depreciation of investments		28,256,030
Net gain on investment transactions		37,280,899
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	36,684,012

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(596,887	)	$	164,364
Net realized gain on investment transactions		9,024,869			13,850,502
Net change in unrealized appreciation/depreciation of investments		28,256,030			42,216,262
Net increase in net assets from operations		36,684,012			56,231,128
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(490,716	)
Class B		–0	–		(59,787	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(24,268,257	)		(65,941,709	)
Total increase (decrease)		12,415,755			(10,261,084	)
NET ASSETS
Beginning of period		351,121,770			361,382,854
End of period (including accumulated net investment loss of ($687,264) and distributions in excess of net investment income of ($90,377), respectively)	$	363,537,525		$	351,121,770

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

8

AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A. 1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

344,794,402

$

–0

–

$

–0

–

$

344,794,402

Short-Term Investments

–0

–

19,159,161

–0

–

19,159,161

Total Investments in Securities

344,794,402

19,159,161

–0

–

363,953,563

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

344,794,402

$

19,159,161

$

–0

–

$

363,953,563

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

10

AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,503.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $122,820, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	109,126,499		$	143,368,592
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	65,071,674
Gross unrealized depreciation		(3,077,960	)
Net unrealized appreciation	$	61,993,714

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of June 30, 2013, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $14,148 and $605 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)			Dividend Income (000)
$	1,880	$	8,715	$	10,595	$	–0	–	$	1

12

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		50,921			84,976		$	1,703,827		$	2,557,847
Shares issued in reinvestment of dividends		–0	–		16,100			–0	–		490,716
Shares redeemed		(383,395	)		(1,164,566	)		(12,957,056	)		(35,040,903	)
Net decrease		(332,474	)		(1,063,490	)	$	(11,253,229	)	$	(31,992,340	)
Class B
Shares sold		126,835			366,059		$	4,149,688		$	10,679,970
Shares issued in reinvestment of dividends		–0	–		2,011			–0	–		59,787
Shares redeemed		(522,092	)		(1,523,390	)		(17,164,716	)		(44,689,126	)
Net decrease		(395,257	)		(1,155,320	)	$	(13,015,028	)	$	(33,949,369	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s NAV.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	550,503	$	805,573
Total taxable distributions paid	$	550,503	$	805,573

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	156,987
Accumulated capital and other losses		(68,885,297	)(a)
Unrealized appreciation/(depreciation)		32,011,719	(b)
Total accumulated earnings/(deficit)	$	(36,716,591	)

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $68,885,297. During the fiscal year, the Portfolio utilized $12,141,794 of capital loss carryforwards to offset current year net realized gains.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, return of capital distributions received from underlying securities, and the tax treatment of partnerships.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $68,885,297 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$39,935,614	n/a	2016
28,949,683	n/a	2017

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

14

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$31.17			$26.86			$27.79			$25.36			$18.47			$30.61
Income From Investment Operations
Net investment income (loss) (a)		(.03	)		.05			.09			.07			.10			.04
Net realized and unrealized gain (loss) on investment transactions		3.35			4.35			(.93	)		2.48			6.82			(12.18	)
Net increase (decrease) in net asset value from operations		3.32			4.40			(.84	)		2.55			6.92			(12.14	)
Less: Dividends
Dividends from net investment income		–0	–		(.09	)		(.09	)		(.12	)		(.03	)		–0	–
Net asset value, end of period		$34.49			$31.17			$26.86			$27.79			$25.36			$18.47
Total Return
Total investment return based on net asset value (b)		10.65	%		16.39	%*		(3.04	)%*		10.10	%*		37.52	%*		(39.66	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$165,832			$160,226			$166,654			$200,977			$211,940			$181,452
Ratio to average net assets of:
Expenses		.86	%(c)		.86	%		.84	%		.85	%(d)		.88	%		.84	%
Net investment income (loss)		(.19	)%(c)		.18	%		.33	%		.29	%(d)		.47	%		.17	%
Portfolio turnover rate		32	%		94	%		89	%		105	%		97	%		89	%

See footnote summary on page 16.

15

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$30.38			$26.17			$27.08			$24.72			$18.03			$29.96
Income From Investment Operations
Net investment income (loss) (a)		(.07	)		(.02	)		.02			.01			.04			(.02	)
Net realized and unrealized gain (loss) on investment transactions		3.26			4.24			(.91	)		2.42			6.65			(11.91	)
Net increase (decrease) in net asset value from operations		3.19			4.22			(.89	)		2.43			6.69			(11.93	)
Less: Dividends
Dividends from net investment income		–0	–		(.01	)		(.02	)		(.07	)		–0	–		–0	–
Net asset value, end of period		$33.57			$30.38			$26.17			$27.08			$24.72			$18.03
Total Return
Total investment return based on net asset value (b)		10.50	%		16.12	%*		(3.27	)%*		9.83	%*		37.10	%*		(39.82	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$197,706			$190,896			$194,729			$223,520			$233,460			$192,976
Ratio to average net assets of:
Expenses		1.11	%(c)		1.11	%		1.09	%		1.10	%(d)		1.13	%		1.09	%
Net investment income (loss)		(.44	)%(c)		(.07	)%		.08	%		.04	%(d)		.22	%		(.08	)%
Portfolio turnover rate		32	%		94	%		89	%		105	%		97	%		89	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2012, December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.95%, 0.46%, 0.58%, 1.96% and 2.10%, respectively.

See notes to financial statements.

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LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

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LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the Index) the period since inception (June 1992 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 1-year period and in the period since inception, and lagged it in all other periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Large Cap Growth Funds Average and lagged the Index. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising a registered investment company with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and

18

AllianceBernstein Variable Products Series Fund

redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 1.2 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of the compensation received by the Adviser pursuant to the Advisory Agreement remained close to the Expense Group median. The directors concluded that the Portfolio’s total expense ratio was acceptable, although they noted that it was higher than the Expense Group and the Expense Universe medians.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	372.2	Large Cap Growth Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

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AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $45,150 (0.012% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Large Cap Growth Portfolio	Class A    0.86% Class B     1.11%		December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

21

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	$372.2	Large Cap Growth Schedule 0.80% on first $25m 0.50% on the next $25m 0.40% on the next $50m 0.30% on the next $100m 0.25% on the balance Minimum account size $25m		0.337	%		0.750	%

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc. (“Large Cap Growth Fund, Inc.), retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Large Cap Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for American Growth Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

Fund	Fee7
American Growth Portfolio
Class A	1.50%
Class I (Institutional)	0.70%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2013 net assets.

Portfolio			Fee Schedule	Effective Sub-Adv. Fee(%)		Portfolio Advisory Fee(%)
Large Cap Growth Portfolio	Client	#1	0.35% on the first $50 million 0.30% on the next $100 million 0.25% on the balance		0.277		0.750

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

5 Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 It should be noted that Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

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AllianceBernstein Variable Products Series Fund

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
Large Cap Growth Portfolio		0.750		0.750		7/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio	Expense Ratio (%)13	Lipper EG Median (%)	Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Large Cap Growth Portfolio	0.862	0.800		12/13		0.796		54/72

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

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LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2012, relative to 2011.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI, an affiliate of the Adviser, received $498,774 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $1,328,082 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

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AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.¹⁵,¹⁶ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2013.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Large Cap Growth Portfolio
1 year		9.81		9.15		8.23		5/13		18/66
3 year		10.74		11.53		11.95		9/13		44/62
5 year		4.77		5.07		4.90		8/12		32/59
10 year		7.27		7.84		7.95		10/11		44/52

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

25

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Large Cap Growth Portfolio		9.81		10.74		4.77		7.27		8.43		16.44		0.40		10
Russell 1000 Growth Index		9.60		13.80		6.38		8.42		7.77		15.00		0.50		10
Inception Date: June 26, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

REAL ESTATE INVESTMENT PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,062.00	$	4.09		0.80	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.83	$	4.01		0.80	%
Class B
Actual	$	1,000	$	1,061.10	$	5.37		1.05	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.59	$	5.26		1.05	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	7,095,346		8.1	%
American Tower Corp.		4,287,762		4.9
HCP, Inc.		2,889,984		3.3
Ventas, Inc.		2,753,394		3.1
Public Storage		2,585,144		3.0
ProLogis, Inc.		2,473,753		2.8
Weyerhaeuser Co.		2,358,402		2.7
Health Care REIT, Inc.		2,283,109		2.6
General Growth Properties, Inc.		2,136,820		2.4
Omega Healthcare Investors, Inc.		1,883,224		2.2
	$	30,746,938		35.1	%

INDUSTRY BREAKDOWN^**

June 30, 2013 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	16,947,165		19.5	%
Health Care		15,188,905		17.4
Multi-Family		11,619,653		13.3
Regional Mall		11,610,664		13.3
Lodging		7,918,130		9.1
Office		7,382,166		8.5
Industrial Warehouse Distribution		5,203,688		6.0
Self Storage		4,454,467		5.1
Shopping Center/Other Retail		3,090,334		3.5
Single Family		1,803,406		2.1
Triple Net		1,442,843		1.7
Short-Term Investments		446,101		0.5
Total Investments	$	87,107,522		100.0	%

* Long-term investments.

** The Portfolio’s industry breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

2

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
EQUITY: OTHER–38.3%
DIVERSIFIED/SPECIALTY–19.3%
American Tower Corp.		58,600	$	4,287,762
Armada Hoffler Properties, Inc.		52,000		612,560
BioMed Realty Trust, Inc.		26,850		543,175
Chambers Street Properties		10,661		106,610
CyrusOne, Inc.		64,739		1,342,687
Digital Realty Trust, Inc.(a)		20,730		1,264,530
Duke Realty Corp.		27,900		434,961
Lexington Realty Trust(a)		70,760		826,477
Plum Creek Timber Co., Inc.		9,730		454,099
Rayonier, Inc.		20,230		1,120,540
Regal Entertainment Group–Class A		74,280		1,329,612
SeaWorld Entertainment, Inc.		26,124		916,952
Vornado Realty Trust		16,280		1,348,798
Weyerhaeuser Co.		82,780		2,358,402
				16,947,165
HEALTH CARE–17.3%
HCP, Inc.		63,600		2,889,984
Health Care REIT, Inc.		34,061		2,283,109
LTC Properties, Inc.		39,450		1,540,522
Medical Properties Trust, Inc.		110,405		1,581,000
Omega Healthcare Investors, Inc.		60,710		1,883,224
Sabra Health Care REIT, Inc.		22,750		594,003
Senior Housing Properties Trust		64,160		1,663,669
Ventas, Inc.		39,640		2,753,394
				15,188,905
TRIPLE NET–1.7%
EPR Properties		6,220		312,680
Realty Income Corp.		26,960		1,130,163
				1,442,843
				33,578,913
RESIDENTIAL–20.4%
MULTI-FAMILY–13.2%
Associated Estates Realty Corp.		92,650		1,489,812
AvalonBay Communities, Inc.		9,440		1,273,550
Brookfield Residential Properties, Inc.(b)		66,573		1,468,600
Equity Residential		30,250		1,756,315
Home Properties, Inc.		6,200		405,294
Mid-America Apartment Communities, Inc.		27,210		1,844,022
Post Properties, Inc.		8,820		436,502
PulteGroup, Inc.(b)		68,870		1,306,464
Sun Communities, Inc.		32,940		1,639,094
				11,619,653
SELF STORAGE–5.1%
CubeSmart		21,230		339,255
Extra Space Storage, Inc.		36,491		1,530,068
Public Storage		16,860		2,585,144
				4,454,467
SINGLE FAMILY–2.1%
Masco Corp.		68,183	$	1,328,887
Ply Gem Holdings, Inc.(b)		23,655		474,519
				1,803,406
				17,877,526
RETAIL–16.8%
REGIONAL MALL–13.3%
CBL & Associates Properties, Inc.		9,322		199,677
General Growth Properties, Inc.		107,540		2,136,820
Glimcher Realty Trust		55,921		610,657
Macerich Co. (The)		7,890		481,053
Pennsylvania Real Estate Investment Trust		57,580		1,087,111
Simon Property Group, Inc.		44,930		7,095,346
				11,610,664
SHOPPING CENTER/OTHER RETAIL–3.5%
DDR Corp.		39,233		653,229
Federal Realty Investment Trust		6,190		641,779
Inland Real Estate Corp.		79,170		809,117
Kimco Realty Corp.		46,020		986,209
				3,090,334
				14,700,998
LODGING–9.0%
LODGING–9.0%
Ashford Hospitality Trust, Inc.		117,160		1,341,482
Chesapeake Lodging Trust		36,730		763,617
DiamondRock Hospitality Co.		77,710		724,257
Host Hotels & Resorts, Inc.		61,590		1,039,023
InterContinental Hotels Group PLC		23,613		648,937
Pebblebrook Hotel Trust		9,930		256,691
RLJ Lodging Trust		76,760		1,726,332
Strategic Hotels & Resorts, Inc.(b)		79,620		705,433
Sunstone Hotel Investors, Inc.(b)		58,970		712,358
				7,918,130
OFFICE–8.4%
OFFICE–8.4%
Boston Properties, Inc.		14,089		1,485,967
Brandywine Realty Trust		57,440		776,589
Corporate Office Properties Trust		10,420		265,710
Douglas Emmett, Inc.		53,040		1,323,348
Franklin Street Properties Corp.		15,790		208,428
Liberty Property Trust		19,860		734,025
Mack-Cali Realty Corp.		29,940		733,231
Parkway Properties, Inc./MD		88,046		1,475,651
SL Green Realty Corp.		4,300		379,217
				7,382,166

3

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–5.9%
INDUSTRIAL WAREHOUSE DISTRIBUTION–5.9%
Granite Real Estate Investment		36,250	$	1,252,438
ProLogis, Inc.		65,582		2,473,753
STAG Industrial, Inc.		74,060		1,477,497
				5,203,688
Total Common Stocks (cost $74,380,777)				86,661,421
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.5%
TIME DEPOSIT–0.5%
State Street Time Deposit 0.01%, 7/01/13 (cost $446,101)	$	446		446,101
Total Investments Before Security Lending Collateral for Securities Loaned–99.3% (cost $74,826,878)				87,107,522
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.4%
INVESTMENT COMPANIES–2.4%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $2,124,015)		2,124,015	$	2,124,015
TOTAL INVESTMENTS–101.7% (cost $76,950,893)				89,231,537
Other assets less liabilities–(1.7)%				(1,521,611	)
NET ASSETS–100.0%			$	87,709,926

(a) Represents entire or partial securities out on loan. See Note E for securities lending information.

(b) Non-income producing security.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value Unaffiliated issuers (cost $74,826,878)	$	87,107,522	(a)
Affiliated issuers (cost $2,124,015—investment of cash collateral for securities loaned)		2,124,015
Foreign currencies, at value (cost $32,416)		31,964
Receivable for investment securities sold		931,256
Dividends and interest receivable		280,385
Receivable for capital stock sold		1,194
Total assets		90,476,336
LIABILITIES
Payable for collateral received on securities loaned		2,124,015
Payable for investment securities purchased		506,400
Advisory fee payable		37,417
Payable for capital stock redeemed		31,055
Administrative fee payable		7,810
Distribution fee payable		2,704
Transfer Agent fee payable		153
Accrued expenses		56,856
Total liabilities		2,766,410
NET ASSETS	$	87,709,926
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,740
Additional paid-in capital		58,625,315
Undistributed net investment income		2,497,476
Accumulated net realized gain on investment and foreign currency transactions		14,300,245
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		12,280,150
	$	87,709,926

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	73,743,643		5,668,538	$	13.01
B	$	13,966,283		1,071,882	$	13.03

(a) Includes securities on loan with a value of $1,953,105 (see Note E).

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $4,496)	$	1,505,648
Affiliated issuers		837
Interest		65
Securities lending income		3,733
		1,510,283
EXPENSES
Advisory fee (see Note B)		248,989
Distribution fee—Class B		18,090
Transfer agency—Class A		2,355
Transfer agency—Class B		448
Custodian		39,188
Administrative		22,018
Audit		20,777
Legal		14,214
Printing		9,341
Directors’ fees		2,265
Miscellaneous		2,772
Total expenses		380,457
Net investment income		1,129,826
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		5,462,382
Foreign currency transactions		(12,034	)
Net change in unrealized appreciation/depreciation of:
Investments		(1,379,587	)
Foreign currency denominated assets and liabilities		(978	)
Net gain on investment and foreign currency transactions		4,069,783
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	5,199,609

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,129,826		$	1,163,918
Net realized gain on investment and foreign currency transactions		5,450,348			9,114,364
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(1,380,565	)		4,992,332
Net increase in net assets from operations		5,199,609			15,270,614
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(725,260	)
Class B		–0	–		(124,087	)
Net realized gain on investment transactions
Class A		–0	–		(7,794,055	)
Class B		–0	–		(1,707,830	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(1,105,622	)		2,067,707
Total increase		4,093,987			6,987,089
NET ASSETS
Beginning of period		83,615,939			76,628,850
End of period (including undistributed net investment income of $2,497,476 and $1,367,650, respectively)	$	87,709,926		$	83,615,939

See notes to financial statements.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is total return from long-term growth of capital and income. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

8

AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A. 1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Equity: Other

$

33,578,913

$

–0

–

$

–0

–

$

33,578,913

Residential

17,877,526

–0

–

–0

–

17,877,526

Retail

14,700,998

–0

–

–0

–

14,700,998

Lodging

7,269,193

648,937

–0

–

7,918,130

Office

7,382,166

–0

–

–0

–

7,382,166

Industrials

5,203,688

–0

–

–0

–

5,203,688

Short-Term Investments

–0

–

446,101

–0

–

446,101

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

2,124,015

–0

–

–0

–

2,124,015

Total Investments in Securities

88,136,499

1,095,038

–0

–

89,231,537

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total^

$

88,136,499

$

1,095,038

$

–0

–

$

89,231,537

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe

9

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

10

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $22,018.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $142,647, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	45,457,308		$	45,096,192
U.S. government securities		–0	–		–0	–

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation (excluding foreign currency transactions) are as follows:

Gross unrealized appreciation	$	13,028,580
Gross unrealized depreciation		(747,936	)
Net unrealized appreciation	$	12,280,644

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $1,953,105 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $2,124,015. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $3,733 and $837 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	3,627	$	42,116	$	43,619	$	2,124	$	1

12

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December  31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December  31, 2012
Class A
Shares sold		348,762			526,781		$	4,671,983		$	6,564,576
Shares issued in reinvestment of dividends and distributions		–0	–		723,201			–0	–		8,519,314
Shares redeemed		(399,267	)		(981,046	)		(5,334,428	)		(12,236,787	)
Net increase (decrease)		(50,505	)		268,936		$	(662,445	)	$	2,847,103
Class B
Shares sold		93,754			159,102		$	1,248,242		$	2,021,568
Shares issued in reinvestment of dividends and distributions		–0	–		154,985			–0	–		1,831,918
Shares redeemed		(126,539	)		(375,770	)		(1,691,419	)		(4,632,882	)
Net decrease		(32,785	)		(61,683	)	$	(443,177	)	$	(779,396	)

NOTE G: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in

13

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	1,915,205	$	1,768,593
Net long-term capital gains		8,436,027		7,902,535
Total taxable distributions paid	$	10,351,232	$	9,671,128

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	3,902,516
Undistributed net capital gain		6,487,793
Unrealized appreciation/(depreciation)		13,487,953	(a)
Total accumulated earnings/(deficit)	$	23,878,262

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2012, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

14

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30,  2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.25			$11.58			$12.02			$9.64			$7.86			$16.23
Income From Investment Operations
Net investment income (a)		.17			.18			.11			.23			.19			.26
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.59			2.21			1.02			2.30			1.98			(4.38	)
Net increase (decrease) in net asset value from operations		.76			2.39			1.13			2.53			2.17			(4.12	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.15	)		(.18	)		(.15	)		(.23	)		(.26	)
Distributions from net realized gain on investment transactions		–0	–		(1.57	)		(1.39	)		–0	–		(.16	)		(3.99	)
Total dividends and distributions		–0	–		(1.72	)		(1.57	)		(.15	)		(.39	)		(4.25	)
Net asset value, end of period		$13.01			$12.25			$11.58			$12.02			$9.64			$7.86
Total Return
Total investment return based on net asset value (b)		6.20	%		21.19	%		9.03	%*		26.34	%		29.46	%		(35.68	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$73,744			$70,048			$63,093			$66,493			$38,317			$24,082
Ratio to average net assets of:
Expenses		.80	%(c)		.84	%		.88	%		.87	%(d)		1.25	%		1.01	%
Net investment income		2.54	%(c)		1.49	%		.91	%		2.15	%(d)		2.50	%		2.13	%
Portfolio turnover rate		51	%		110	%		114	%		132	%		94	%		46	%

See footnote summary on page 16.

15

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30,  2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$12.28			$11.61			$12.05			$9.67			$7.86			$16.20
Income From Investment Operations
Net investment income (a)		.15			.15			.08			.20			.20			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.60			2.20			1.02			2.31			1.97			(4.37	)
Net increase (decrease) in net asset value from operations		.75			2.35			1.10			2.51			2.17			(4.15	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.11	)		(.15	)		(.13	)		(.20	)		(.20	)
Distributions from net realized gain on investment transactions		–0	–		(1.57	)		(1.39	)		–0	–		(.16	)		(3.99	)
Total dividends and distributions		–0	–		(1.68	)		(1.54	)		(.13	)		(.36	)		(4.19	)
Net asset value, end of period		$13.03			$12.28			$11.61			$12.05			$9.67			$7.86
Total Return
Total investment return based on net asset value (b)		6.11	%		20.83	%		8.75	%*		26.05	%		29.22	%		(35.82	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$13,966			$13,568			$13,536			$14,479			$12,517			$11,104
Ratio to average net assets of:
Expenses		1.05	%(c)		1.10	%		1.13	%		1.13	%(d)		1.53	%		1.26	%
Net investment income		2.28	%(c)		1.19	%		.64	%		1.89	%(d)		2.67	%		1.83	%
Portfolio turnover rate		51	%		110	%		114	%		132	%		94	%		46	%

(a) Based on average shares outstanding.

(b )Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2011 by 0.06%.

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

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REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Financial Times Stock Exchange (FTSE) National Association of Real Estate Investment Trusts (NAREIT) Equity REIT Index (the “FTSE NAREIT Equity REIT Index”) and the Standard & Poor’s 500 Stock Index (the “S&P Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the indices) the period since inception (January 1997 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1-, 3-, 5- and 10-year periods. The Portfolio outperformed both indices in all periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Real Estate Funds Average and the FTSE NAREIT Equity REIT Index but lagged the S&P Index. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate equal to the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds comparable to the Portfolio and an Expense Universe as a

18

AllianceBernstein Variable Products Series Fund

broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 6 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group median and about the same as the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$	92.1	Real Estate Investment Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

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AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $45,659 (0.056% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio			Fiscal Year
Real Estate Investment Portfolio		Class A    0.84	%		December 31
		Class B    1.10	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Real Estate Investment Portfolio	$	92.1	U.S. REIT Schedule 0.55% on first $25m 0.45% on next $25m 0.40% the balance Minimum account size $25m		0.454	%		0.550	%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a substantially somewhat investment style as the Portfolio. Set forth below is the fee schedule of Global Real Estate Investment Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:^6,7

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Real Estate Investment Portfolio	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁸

Fund	Fee9
Global Real Estate Securities Portfolio
Class A		1.75	%
Class I (Institutional)		0.95	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^11,12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

6 The Portfolio’s investment guidelines are more restrictive than that of AllianceBernstein Global Real Estate Investment Fund, Inc. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the AllianceBernstein Global Real Estate Investment Fund, Inc., which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

7 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

8 The Portfolio’s investment guidelines are more restrictive than that of the Luxembourg fund. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the Luxembourg fund, which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

9 Class A shares of the funds are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

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AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Real Estate Investment Portfolio		0.550		0.750		3/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Real Estate Investment Portfolio		0.844		0.884		6/11		0.842		9/15

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2012, relative to 2011.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $353,666 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $117,813 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

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AllianceBernstein Variable Products Series Fund

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2013.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Real Estate Investment Portfolio
1 year		20.23		15.56		15.56		1/11		1/15
3 year		20.58		19.41		19.41		1/11		1/15
5 year		9.15		7.53		7.53		2/11		2/15
10 year		13.68		11.54		12.17		1/8		1/10

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmarks.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Real Estate Investment Portfolio		20.23		20.58		9.15		13.68		10.33		24.72		0.58		10
FTSE NAREIT Equity REIT Index26		19.19		20.35		7.76		12.47		9.76		25.53		0.53		10
S&P 500 Stock Index		13.46		13.50		4.94		8.24		6.30		N/A		N/A		10
Inception Date: January 9, 1997

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG/PU are identical to the Portfolio’s respective EG/EU.

22 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

25 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,166.70	$	6.29		1.17	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.99	$	5.86		1.17	%
Class B
Actual	$	1,000	$	1,165.00	$	7.62		1.42	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,017.75	$	7.10		1.42	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
CoStar Group, Inc.	$	1,247,591		2.0	%
Dealertrack Technologies, Inc.		1,061,908		1.7
PolyOne Corp.		1,040,512		1.7
Grand Canyon Education, Inc.		986,464		1.6
Cabela’s, Inc.		985,971		1.6
Lumber Liquidators Holdings, Inc.		982,719		1.6
Chart Industries, Inc.		971,009		1.5
Kirby Corp.		930,857		1.5
Acadia Healthcare Co., Inc.		923,877		1.5
Middleby Corp.		923,589		1.5
	$	10,054,497		16.2	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	15,017,196		24.3	%
Health Care		12,939,813		21.0
Industrials		12,746,460		20.7
Consumer Discretionary		12,051,548		19.5
Energy		3,473,143		5.6
Financials		3,221,352		5.2
Materials		1,040,512		1.7
Consumer Staples		377,007		0.6
Short-Term Investments		850,605		1.4
Total Investments	$	61,717,636		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.1%
INFORMATION TECHNOLOGY–24.2%
COMMUNICATIONS EQUIPMENT–2.8%
Aruba Networks, Inc.(a)		18,550	$	284,928
Ciena Corp.(a)		44,442		863,063
Infinera Corp.(a)		53,840		574,473
				1,722,464
COMPUTERS & PERIPHERALS–1.1%
Synaptics, Inc.(a)		18,160		700,250
INTERNET SOFTWARE & SERVICES–6.7%
CoStar Group, Inc.(a)		9,666		1,247,591
Dealertrack Technologies, Inc.(a)		29,972		1,061,908
Demandware, Inc.(a)(b)		11,710		496,621
ExactTarget, Inc.(a)		9,100		306,852
Pandora Media, Inc.(a)(b)		30,540		561,936
Trulia, Inc.(a)		15,760		489,978
				4,164,886
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.1%
Cavium, Inc.(a)		24,130		853,478
Fairchild Semiconductor International, Inc.(a)		51,819		715,102
Power Integrations, Inc.		11,580		469,685
Semtech Corp.(a)		24,550		859,987
Teradyne, Inc.(a)		44,960		789,947
Veeco Instruments, Inc.(a)		19,632		695,365
				4,383,564
SOFTWARE–6.5%
Aspen Technology, Inc.(a)		20,275		583,717
Cadence Design Systems, Inc.(a)		61,093		884,627
Cyan, Inc.(a)		16,563		173,083
FleetMatics Group PLC(a)		20,132		668,987
Guidewire Software, Inc.(a)		18,139		762,745
PTC, Inc.(a)		30,210		741,051
Tableau Software, Inc.(a)		4,183		231,822
				4,046,032
				15,017,196
HEALTH CARE–20.9%
BIOTECHNOLOGY–6.2%
Celldex Therapeutics, Inc.(a)		17,457		272,504
Cepheid, Inc.(a)		6,192		213,129
Clovis Oncology, Inc.(a)		2,779		186,137
Cubist Pharmaceuticals, Inc.(a)		12,711		613,941
Hyperion Therapeutics, Inc.(a)		11,761		258,742
Intercept Pharmaceuticals, Inc.(a)		4,837		216,891
Isis Pharmaceuticals, Inc.(a)		12,218		328,298
Onyx Pharmaceuticals, Inc.(a)		7,950	$	690,219
Pharmacyclics, Inc.(a)		2,530		201,059
Puma Biotechnology, Inc.(a)		6,346		281,572
Sarepta Therapeutics, Inc.(a)(b)		3,400		129,370
Synageva BioPharma Corp.(a)		4,745		199,290
TESARO, Inc.(a)		7,453		244,011
				3,835,163
HEALTH CARE EQUIPMENT & SUPPLIES–3.0%
Align Technology, Inc.(a)		16,460		609,679
HeartWare International, Inc.(a)		7,700		732,347
Sirona Dental Systems, Inc.(a)		7,564		498,316
				1,840,342
HEALTH CARE PROVIDERS & SERVICES–5.5%
Acadia Healthcare Co., Inc.(a)		27,937		923,877
IPC The Hospitalist Co., Inc.(a)		11,981		615,344
Mednax, Inc.(a)		6,807		623,385
Team Health Holdings, Inc.(a)		20,149		827,519
WellCare Health Plans, Inc.(a)		7,823		434,568
				3,424,693
LIFE SCIENCES TOOLS & SERVICES–2.3%
ICON PLC(a)		23,415		829,593
PAREXEL International Corp.(a)		13,590		624,325
				1,453,918
PHARMACEUTICALS–3.9%
Akorn, Inc.(a)		43,988		594,718
Jazz Pharmaceuticals PLC(a)		12,740		875,620
Optimer Pharmaceuticals, Inc.(a)(b)		8,086		117,004
Pacira Pharmaceuticals, Inc./DE(a)		21,740		630,460
Repros Therapeutics, Inc.(a)(b)		9,100		167,895
				2,385,697
				12,939,813
INDUSTRIALS–20.5%
AEROSPACE & DEFENSE–2.3%
Hexcel Corp.(a)		27,000		919,350
KEYW Holding Corp. (The)(a)(b)		38,101		504,838
				1,424,188
BUILDING PRODUCTS–0.2%
Ply Gem Holdings, Inc.(a)		5,249		105,295
COMMERCIAL SERVICES & SUPPLIES–1.1%
Interface, Inc.		41,420		702,897
CONSTRUCTION & ENGINEERING–1.4%
Dycom Industries, Inc.(a)		37,091		858,286

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIAL CONGLOMERATES–1.2%
Carlisle Cos., Inc.		12,140	$	756,443
MACHINERY–8.7%
ACTUANT CORP.–CLASS A		20,360		671,269
Chart Industries, Inc.(a)		10,320		971,009
IDEX Corp.		13,055		702,490
Lincoln Electric Holdings, Inc.		14,150		810,370
Middleby Corp.(a)		5,430		923,589
RBC Bearings, Inc.(a)		10,428		541,735
Valmont Industries, Inc.		5,701		815,756
				5,436,218
MARINE–1.5%
Kirby Corp.(a)		11,703		930,857
PROFESSIONAL SERVICES–1.2%
TrueBlue, Inc.(a)		34,738		731,235
ROAD & RAIL–1.5%
Genesee & Wyoming, Inc.–Class A(a)		10,869		922,126
TRADING COMPANIES & DISTRIBUTORS–1.4%
United Rentals, Inc.(a)		17,610		878,915
				12,746,460
CONSUMER DISCRETIONARY – 19.4%
DISTRIBUTORS–1.2%
LKQ Corp.(a)		27,463		707,172
DIVERSIFIED CONSUMER SERVICES–2.9%
Bright Horizons Family Solutions, Inc.(a)		23,750		824,362
Grand Canyon Education, Inc.(a)		30,607		986,464
				1,810,826
HOTELS, RESTAURANTS & LEISURE–1.3%
Orient-Express Hotels Ltd.–Class A(a)		13,358		162,433
Panera Bread Co.–Class A(a)		3,540		658,228
				820,661
INTERNET & CATALOG RETAIL–2.5%
HomeAway, Inc.(a)		21,236		686,772
Shutterfly, Inc.(a)		15,500		864,745
				1,551,517
MEDIA–0.9%
National CineMedia, Inc.		34,310		579,496
SPECIALTY RETAIL–10.6%
Cabela’s, Inc.(a)		15,225		985,971
Conn’s, Inc.(a)		17,648		913,460
Dick’s Sporting Goods, Inc.		9,610		481,077
Five Below, Inc.(a)		11,759		432,261
Francesca’s Holdings Corp.(a)		25,746	$	715,481
Hibbett Sports, Inc.(a)		14,225		789,488
Lumber Liquidators Holdings, Inc.(a)		12,620		982,719
Mattress Firm Holding Corp.(a)(b)		15,913		641,294
Restoration Hardware Holdings, Inc.(a)		8,535		640,125
				6,581,876
				12,051,548
ENERGY–5.6%
ENERGY EQUIPMENT & SERVICES–2.7%
Dril-Quip, Inc.(a)		6,930		625,710
Forum Energy Technologies, Inc.(a)		9,750		296,692
Oceaneering International, Inc.		4,335		312,987
Oil States International, Inc.(a)		4,461		413,267
				1,648,656
OIL, GAS & CONSUMABLE FUELS–2.9%
Emerald Oil, Inc.(a)		33,140		227,340
Laredo Petroleum Holdings, Inc.(a)		25,954		533,614
Matador Resources Co.(a)		36,976		442,973
Oasis Petroleum, Inc.(a)		15,965		620,560
				1,824,487
				3,473,143
FINANCIALS–5.2%
CAPITAL MARKETS–2.0%
Affiliated Managers Group, Inc.(a)		3,810		624,611
Stifel Financial Corp.(a)		17,886		637,994
				1,262,605
COMMERCIAL BANKS–3.2%
Iberiabank Corp.		12,029		644,875
Signature Bank/New York NY(a)		8,336		692,055
SVB Financial Group(a)		7,463		621,817
				1,958,747
				3,221,352
MATERIALS–1.7%
CHEMICALS–1.7%
PolyOne Corp.		41,990		1,040,512
CONSUMER STAPLES–0.6%
FOOD & STAPLES RETAILING–0.6%
Chefs’ Warehouse, Inc. (The)(a)		21,919		377,007
Total Common Stocks (cost $46,146,045)				60,867,031

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
State Street Time Deposit 0.01%, 7/01/13 (cost $850,605)	$	851	$	850,605
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–99.5% (cost $46,996,650)				61,717,636
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.8%
INVESTMENT COMPANIES–1.8%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $1,095,714)		1,095,714	$	1,095,714
TOTAL INVESTMENTS–101.3% (cost $48,092,364)				62,813,350
Other assets less liabilities–(1.3)%				(776,149	)
NET ASSETS–100.0%			$	62,037,201

5

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

See notes to financial statements.

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value Unaffiliated issuers (cost $46,996,650)	$	61,717,636	(a)
Affiliated issuers (cost $1,095,714—investment of cash collateral for securities loaned)		1,095,714
Receivable for investment securities sold		735,891
Receivable for capital stock sold		22,460
Dividends and interest receivable		12,049
Receivable from class action settlement proceeds		23
Total assets		63,583,773
LIABILITIES
Payable for collateral received on securities loaned		1,095,714
Payable for investment securities purchased		177,780
Payable for capital stock redeemed		172,574
Advisory fee payable		35,416
Distribution fee payable		5,860
Administrative fee payable		5,263
Transfer Agent fee payable		158
Accrued expenses		53,807
Total liabilities		1,546,572
NET ASSETS	$	62,037,201
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,852
Additional paid-in capital		36,613,843
Accumulated net investment loss		(303,707	)
Accumulated net realized gain on investment transactions		11,003,227
Net unrealized appreciation on investments		14,720,986
	$	62,037,201

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	31,308,508		1,415,523	$	22.12
B	$	30,728,693		1,436,426	$	21.39

(a) Includes securities on loan with a value of $1,079,805 (see Note E).

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	57,093
Affiliated issuers		1,137
Interest		74
Securities lending income		11,827
		70,131
EXPENSES
Advisory fee (see Note B)		216,924
Distribution fee—Class B		35,588
Transfer agency—Class A		1,508
Transfer agency—Class B		1,461
Custodian		45,123
Administrative		21,667
Printing		17,189
Audit		16,503
Legal		14,024
Directors’ fees		2,265
Miscellaneous		1,586
Total expenses		373,838
Net investment loss		(303,707	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		1,767,226
Net change in unrealized appreciation/depreciation of investments		7,377,205
Net gain on investment transactions		9,144,431
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,840,724

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December  31, 2012
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(303,707	)	$	(455,562	)
Net realized gain on investment transactions		1,767,226			10,564,871
Net change in unrealized appreciation/depreciation of investments		7,377,205			(674,563	)
Net increase in net assets from operations		8,840,724			9,434,746
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net realized gain on investment transactions
Class A		–0	–		(1,011,897	)
Class B		–0	–		(1,178,017	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(732,962	)		(12,349,425	)
Total increase (decrease)		8,107,762			(5,104,593	)
NET ASSETS
Beginning of period		53,929,439			59,034,032
End of period (including accumulated net investment loss of ($303,707) and $0, respectively)	$	62,037,201		$	53,929,439

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

Effective February 1, 2013, the Portfolio is closed to new investments except that Contractholders of variable products with investment options that included the Portfolio as of January 31, 2013, may continue to purchase shares of the Portfolio in accordance with the procedures for the purchase of shares in the prospectus of the separate account in which they invest, including through reinvestment of dividends and capital gains distributions.

The Portfolio may (i) make additional exceptions that, in the Adviser’s judgment, do not adversely affect the Adviser’s ability to manage the Portfolio; (ii) reject any investment or refuse any exception, including those detailed above, that the Adviser believes will adversely affect its ability to manage the Portfolio; and (iii) close and/or reopen the Portfolio to new or existing Contractholders at any time.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A. 1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

60,867,031

$

–0

–

$

–0

–

$

60,867,031

Short-Term Investments

–0

–

850,605

–0

–

850,605

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,095,714

–0

–

–0

–

1,095,714

Total Investments in Securities

61,962,745

850,605

–0

–

62,813,350

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

61,962,745

$

850,605

$

–0

–

$

62,813,350

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

10

AllianceBernstein Variable Products Series Fund

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, ..65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,667.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $50,907, of which $1 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	23,134,861		$	24,348,169
U.S. government securities		–0	–		–0	–

12

AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	15,085,466
Gross unrealized depreciation		(364,480	)
Net unrealized appreciation	$	14,720,986

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $1,079,805 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $1,095,714. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $11,827 and $1,137 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	3,204	$	16,377	$	18,485	$	1,096	$	1

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		95,036			969,895		$	1,973,238		$	18,413,926
Shares issued in reinvestment of distributions		–0	–		53,483			–0	–		1,011,897
Shares redeemed		(128,813	)		(1,293,042	)		(2,678,524	)		(25,002,041	)
Net decrease		(33,777	)		(269,664	)	$	(705,286	)	$	(5,576,218	)
Class B
Shares sold		152,508			678,372		$	3,127,191		$	12,428,150
Shares issued in reinvestment of distributions		–0	–		64,232			–0	–		1,178,017
Shares redeemed		(156,596	)		(1,088,427	)		(3,154,867	)		(20,379,374	)
Net decrease		(4,088	)		(345,823	)	$	(27,676	)	$	(6,773,207	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

14

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Net long-term capital gains	$	2,189,914	$	–0	–
Total taxable distributions paid	$	2,189,914	$	–0	–

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed net capital gain	$	10,331,197
Unrealized appreciation/(depreciation)		6,248,585	(a)
Total accumulated earnings/(deficit)	$	16,579,782

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2012, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six  Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$18.96			$17.09			$16.36			$11.95			$8.43			$15.48
Income From Investment Operations
Net investment loss (a)		(.10	)		(.12	)		(.15	)		(.13	)		(.13	)		(.13	)
Net realized and unrealized gain (loss) on investment transactions		3.26			2.69			.88			4.54			3.65			(6.92	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		3.16			2.57			.73			4.41			3.52			(7.05	)
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(.70	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$22.12			$18.96			$17.09			$16.36			$11.95			$8.43
Total Return
Total investment return based on net asset value (c)		16.67	%*		15.02	%		4.46	%*		36.90	%*		41.76	%*		(45.54	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$31,308			$27,479			$29,369			$29,018			$22,876			$18,003
Ratio to average net assets of:
Expenses		1.17	%(d)		1.18	%		1.18	%		1.37	%(e)		1.62	%		1.32	%
Net investment loss		(.93	)%(d)		(.64	)%		(.85	)%		(1.00	)%(e)		(1.33	)%		(1.02	)%
Portfolio turnover rate		40	%		105	%		92	%		95	%		106	%		129	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$18.36			$16.61			$15.94			$11.67			$8.26			$15.19
Income From Investment Operations
Net investment loss (a)		(.12	)		(.16	)		(.19	)		(.16	)		(.15	)		(.15	)
Net realized and unrealized gain (loss) on investment transactions		3.15			2.61			.86			4.43			3.56			(6.78	)
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		3.03			2.45			.67			4.27			3.41			(6.93	)
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(.70	)		–0	–		–0	–		–0	–		–0	–
Net asset value, end of period		$21.39			$18.36			$16.61			$15.94			$11.67			$8.26
Total Return
Total investment return based on net asset value (c)		16.50	%*		14.73	%		4.20	%*		36.59	%*		41.28	%*		(45.62	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$30,729			$26,450			$29,665			$29,128			$14,796			$11,111
Ratio to average net assets of:
Expenses		1.42	%(d)		1.43	%		1.43	%		1.62	%(e)		1.87	%		1.60	%
Net investment loss		(1.18	)%(d)		(.89	)%		(1.11	)%		(1.23	)%(e)		(1.58	)%		(1.29	)%
Portfolio turnover rate		40	%		105	%		92	%		95	%		106	%		129	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2013 and years ended December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.05%, 0.09%, 0.05%, 0.28% and 0.40%, respectively.

See notes to financial statements.

17

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

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AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with the Russell 2000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the Index) the period since inception (August 1996 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 1st quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods, and in the 2nd quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio lagged the Index in the 1-year period, outperformed it in the 3-, 5- and 10-year periods, and essentially matched it in the period since inception. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Fund had lagged the Lipper VA Small Cap Growth Funds Average and the Index. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. Application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate higher than the rate being paid by the Portfolio (including the impact of the expense reimbursement to the Adviser pursuant to the Advisory Agreement). The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Portfolio may invest in shares of exchange-traded funds (“ETFs”). The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed,

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SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

information about the expense ratio of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it opportunistically uses ETFs when they represent the least expense way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 8 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s very small asset base of approximately $60 million impacted the Portfolio’s expense ratio. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	58.9	Small Cap Growth Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $44,986 (0.075% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Small Cap Growth Portfolio	Class A    1.18% Class B    1.43%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small Cap Growth Portfolio	$58.9	Small Cap Growth Schedule 1.00% on first $50m 0.85% on the next $50m 0.75% on the balance Minimum account size $25m		0.977	%		0.750	%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.”Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio (“Cap Fund, Inc.—Small Cap Growth Portfolio”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Small-Cap Growth Portfolio7	Cap Fund, Inc.—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2013 net assets.

Portfolio	Sub-Advised Fund	Fee Schedule	Effective Sub-Adv. Fee		Portfolio Adv. Fee
Small Cap Growth Portfolio	Client #18,9	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance		0.600%		0.750%
	Client #2	0.55% of average daily net assets		0.550%		0.750%
	Client #3	0.65% on 1st $25 million 0.60% on next $75 million 0.55% on the balance		0.621%		0.750%
	Client #4	0.45% of average daily net assets		0.450%		0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The advisory fee of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio is based on the mutual fund’s net assets at the end of each quarter and is paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fee is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

8 The client is an affiliate of the Adviser.

9 Assets are aggregated with other accounts of the client for purposes of calculating the investment advisory fee.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

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SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^11,12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Small Cap Growth Portfolio		0.750		0.885		2/14

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁴

Portfolio	Expense Ratio (%)15		Lipper EG Median(%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Small Cap Growth Portfolio		1.180		0.998		14/14		0.957		40/40

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2012, relative to 2011.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

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AllianceBernstein Variable Products Series Fund

charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $74,116 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $225,253 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

25

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2013.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small Cap Growth Portfolio
1 year		7.47		9.34		9.35		10/14		27/37
3 year		20.19		16.11		15.12		1/14		1/34
5 year		10.03		8.30		7.66		2/13		5/32
10 year		12.32		11.37		11.37		3/11		7/28

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small Cap Growth Portfolio		7.47		20.19		10.03		12.32		5.45		21.10		0.57		10
Russell 2000 Growth Index		11.17		15.77		7.83		11.22		5.42		19.67		0.58		10
Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

25 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper.Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small/Mid Cap Value Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,175.40	$	4.37		0.81	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.78	$	4.06		0.81	%
Class B
Actual	$	1,000	$	1,173.50	$	5.71		1.06	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.54	$	5.31		1.06	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $  VALUE		PERCENT OF NET ASSETS
Men’s Wearhouse, Inc. (The)	$	9,318,291		1.6	%
Arrow Electronics, Inc.		8,928,392		1.5
Zions Bancorporation		8,834,681		1.5
Health Net, Inc./CA		8,765,137		1.5
TRW Automotive Holdings Corp.		8,598,665		1.5
Huntington Bancshares, Inc./OH		8,521,590		1.5
NV Energy, Inc.		8,428,943		1.5
Fidelity National Financial, Inc.—Class A		8,409,216		1.4
Popular, Inc.		8,333,167		1.4
Regal Entertainment Group—Class A		8,252,795		1.4
	$	86,390,877		14.8	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	151,013,589		25.8	%
Information Technology		113,385,980		19.3
Consumer Discretionary		106,804,844		18.2
Industrials		61,752,648		10.5
Materials		42,763,345		7.3
Energy		42,162,312		7.2
Utilities		29,386,573		5.0
Health Care		24,977,109		4.3
Consumer Staples		5,515,267		0.9
Short-Term Investments		8,848,684		1.5
Total Investments	$	586,610,351		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
FINANCIALS–25.8%
CAPITAL MARKETS–1.1%
E*Trade Financial Corp.(a)		498,800	$	6,314,808
COMMERCIAL BANKS–10.1%
Associated Banc-Corp		290,280		4,513,854
CapitalSource, Inc.		589,350		5,528,103
Comerica, Inc.		200,710		7,994,279
First Niagara Financial Group, Inc.		779,010		7,844,631
Huntington Bancshares, Inc./OH		1,081,420		8,521,590
Popular, Inc.(a)		274,750		8,333,167
Susquehanna Bancshares, Inc.		341,864		4,392,952
Webster Financial Corp.		131,670		3,381,286
Zions Bancorporation		305,910		8,834,681
				59,344,543
INSURANCE–8.6%
Aspen Insurance Holdings Ltd.		219,660		8,147,189
Fidelity National Financial, Inc.–Class A		353,180		8,409,216
Genworth Financial, Inc.– Class A(a)		564,360		6,439,348
Reinsurance Group of America, Inc.–Class A		85,420		5,903,376
Torchmark Corp.		113,650		7,403,161
Unum Group		224,600		6,596,502
Validus Holdings Ltd.		212,050		7,659,246
				50,558,038
REAL ESTATE INVESTMENT TRUSTS (REITs)–6.0%
BioMed Realty Trust, Inc.		222,950		4,510,278
Camden Property Trust		51,650		3,571,081
LTC Properties, Inc.		146,450		5,718,872
Medical Properties Trust, Inc.		354,560		5,077,299
Mid-America Apartment Communities, Inc.		52,240		3,540,305
Plum Creek Timber Co., Inc.		92,810		4,331,443
RLJ Lodging Trust		357,800		8,046,922
				34,796,200
				151,013,589
INFORMATION TECHNOLOGY–19.4%
COMMUNICATIONS EQUIPMENT–0.8%
Harris Corp.		89,010		4,383,743
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–9.1%
Anixter International, Inc.(a)		73,540		5,575,067
Arrow Electronics, Inc.(a)		224,050		8,928,392
AU Optronics Corp. (Sponsored ADR)(a)		969,352		3,353,958
Avnet, Inc.(a)		232,320		7,805,952
Flextronics International Ltd.(a)		509,280		3,941,827
Insight Enterprises, Inc.(a)		307,184		5,449,444
Jabil Circuit, Inc.		327,820		6,680,972
TTM Technologies, Inc.(a)		477,922	$	4,014,545
Vishay Intertechnology, Inc.(a)		548,010		7,611,859
				53,362,016
IT SERVICES–2.6%
Amdocs Ltd.		215,220		7,982,510
Convergys Corp.		293,370		5,113,439
VeriFone Systems, Inc.(a)		117,804		1,980,285
				15,076,234
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.6%
Amkor Technology, Inc.(a)(b)		567,970		2,391,153
Entegris, Inc.(a)		681,500		6,399,285
Lam Research Corp.(a)		159,150		7,056,711
Micron Technology, Inc.(a)		391,230		5,606,326
MKS Instruments, Inc.		156,118		4,143,372
SunEdison, Inc.(a)		909,930		7,434,128
				33,030,975
SOFTWARE–1.3%
Electronic Arts, Inc.(a)		327,950		7,533,012
				113,385,980
CONSUMER DISCRETIONARY–18.3%
AUTO COMPONENTS–4.7%
Dana Holding Corp.		287,800		5,543,028
Lear Corp.		123,260		7,452,300
Tenneco, Inc.(a)		124,850		5,653,208
TRW Automotive Holdings Corp.(a)		129,420		8,598,665
				27,247,201
AUTOMOBILES–1.3%
Thor Industries, Inc.		153,010		7,525,032
HOTELS, RESTAURANTS & LEISURE–2.2%
MGM Resorts International(a)		470,010		6,946,748
Royal Caribbean Cruises Ltd.		180,280		6,010,535
				12,957,283
HOUSEHOLD DURABLES–3.4%
Meritage Homes Corp.(a)		169,820		7,363,395
NVR, Inc.(a)		5,488		5,059,936
PulteGroup, Inc.(a)		384,050		7,285,429
				19,708,760
MEDIA–2.1%
Gannett Co., Inc.		160,890		3,935,369
Regal Entertainment Group–Class A		461,050		8,252,795
				12,188,164
SPECIALTY RETAIL–3.4%
Abercrombie & Fitch Co.– Class A		23,210		1,050,253
GameStop Corp.–Class A		93,170		3,915,935
Men’s Wearhouse, Inc. (The)		246,190		9,318,291
Office Depot, Inc.(a)		1,451,460		5,617,150
				19,901,629

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
TEXTILES, APPAREL & LUXURY GOODS–1.2%
Jones Group, Inc. (The)		529,220	$	7,276,775
				106,804,844
INDUSTRIALS–10.6%
COMMERCIAL SERVICES & SUPPLIES–2.3%
Avery Dennison Corp.		156,420		6,688,519
Steelcase, Inc.		444,520		6,481,102
				13,169,621
CONSTRUCTION & ENGINEERING–1.7%
Granite Construction, Inc.		202,130		6,015,389
Tutor Perini Corp.(a)		225,240		4,074,591
				10,089,980
ELECTRICAL EQUIPMENT–1.7%
EnerSys, Inc.		68,000		3,334,720
General Cable Corp.		213,350		6,560,513
				9,895,233
MACHINERY–2.5%
Terex Corp.(a)		246,870		6,492,681
Timken Co.		143,680		8,086,310
				14,578,991
ROAD & RAIL–1.3%
Con-way, Inc.		202,350		7,883,556
TRADING COMPANIES & DISTRIBUTORS–1.1%
Aircastle Ltd.		383,694		6,135,267
				61,752,648
MATERIALS–7.3%
CHEMICALS–3.2%
Axiall Corp.		127,590		5,432,782
Chemtura Corp.(a)		327,370		6,645,611
Huntsman Corp.		412,820		6,836,300
				18,914,693
CONTAINERS & PACKAGING–0.8%
Graphic Packaging Holding Co.(a)		584,010		4,520,237
METALS & MINING–3.3%
Commercial Metals Co.		450,020		6,646,795
Reliance Steel & Aluminum Co.		94,685		6,207,549
Steel Dynamics, Inc.		434,210		6,474,071
				19,328,415
				42,763,345
ENERGY–7.2%
ENERGY EQUIPMENT & SERVICES–3.2%
Bristow Group, Inc.		81,160		5,301,371
Helix Energy Solutions Group, Inc.(a)		318,460		7,337,319
Helmerich & Payne, Inc.		101,980		6,368,651
				19,007,341

Company	Shares		U.S. $ Value
OIL, GAS & CONSUMABLE FUELS–4.0%
Bill Barrett Corp.(a)(b)		260,370	$	5,264,681
Cimarex Energy Co.		112,420		7,306,176
Stone Energy Corp.(a)		160,420		3,534,053
Western Refining, Inc.		251,160		7,050,061
				23,154,971
				42,162,312
UTILITIES–5.0%
ELECTRIC UTILITIES–2.6%
NV Energy, Inc.		359,290		8,428,943
PNM Resources, Inc.		307,830		6,830,748
				15,259,691
GAS UTILITIES–2.4%
Atmos Energy Corp.		160,430		6,587,256
UGI Corp.		192,780		7,539,626
				14,126,882
				29,386,573
HEALTH CARE–4.3%
HEALTH CARE PROVIDERS & SERVICES–4.3%
Health Net, Inc./CA(a)		275,460		8,765,137
LifePoint Hospitals, Inc.(a)		165,555		8,085,706
Universal Health Services, Inc.–Class B		121,360		8,126,266
				24,977,109
CONSUMER STAPLES–0.9%
FOOD PRODUCTS–0.9%
Dole Food Co., Inc.(a)		432,570		5,515,267
Total Common Stocks (cost $472,042,305)				577,761,667
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.5%
TIME DEPOSIT–1.5%
State Street Time Deposit 0.01%, 7/01/13 (cost $8,848,684)	$	8,849		8,848,684
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.3% (cost $480,890,989)				586,610,351

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.5%
INVESTMENT COMPANIES–1.5%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $8,911,077)		8,911,077	$	8,911,077
TOTAL INVESTMENTS–101.8% (cost $489,802,066)				595,521,428
Other assets less liabilities–(1.8)%				(10,472,202	)
NET ASSETS–100.0%			$	585,049,226

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $480,890,989)	$	586,610,351	(a)
Affiliated issuers (cost $8,911,077—investment of cash collateral for securities loaned)		8,911,077
Receivable for investment securities sold		3,048,435
Dividends and interest receivable		519,604
Receivable for capital stock sold		485,528
Total assets		599,574,995
LIABILITIES
Payable for collateral received on securities loaned		7,005,597
Payable for investment securities purchased		4,607,946
Collateral due to Securities Lending Agent		1,905,480
Payable for capital stock redeemed		496,905
Advisory fee payable		336,314
Distribution fee payable		77,256
Administrative fee payable		7,807
Transfer Agent fee payable		154
Accrued expenses		88,310
Total liabilities		14,525,769
NET ASSETS	$	585,049,226
COMPOSITION OF NET ASSETS
Capital stock, at par	$	28,305
Additional paid-in capital		410,070,323
Undistributed net investment income		4,966,496
Accumulated net realized gain on investment transactions		64,264,740
Net unrealized appreciation on investments		105,719,362
	$	585,049,226

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	181,098,910		8,721,186	$	20.77
B	$	403,950,316		19,583,466	$	20.63

(a) Includes securities on loan with a value of $6,675,610 (see Note E).

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	4,427,608
Affiliated issuers		6,469
Interest		464
Securities lending income		97,143
		4,531,684
EXPENSES
Advisory fee (see Note B)		2,096,889
Distribution fee—Class B		481,277
Transfer agency—Class A		1,177
Transfer agency—Class B		2,600
Custodian		61,020
Printing		42,068
Administrative		22,018
Legal		19,476
Audit		18,856
Directors’ fees		2,265
Miscellaneous		6,701
Total expenses		2,754,347
Net investment income		1,777,337
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		32,439,917
Net change in unrealized appreciation/depreciation of investments		53,158,632
Net gain on investment transactions		85,598,549
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	87,375,886

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,777,337		$	2,906,031
Net realized gain on investment transactions		32,439,917			34,604,067
Net change in unrealized appreciation/depreciation of investments		53,158,632			45,967,479
Net increase in net assets from operations		87,375,886			83,477,577
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(851,210	)
Class B		–0	–		(968,496	)
Net realized gain on investment transactions
Class A		–0	–		(4,960,815	)
Class B		–0	–		(10,712,748	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(6,942,548	)		(37,267,033	)
Total increase		80,433,338			28,717,275
NET ASSETS
Beginning of period		504,615,888			475,898,613
End of period (including undistributed net investment income of $4,966,496 and $3,189,159, respectively)	$	585,049,226		$	504,615,888

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A. 1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

577,761,667

$

–0

–

$

–0

–

$

577,761,667

Short-Term Investments

–0

–

8,848,684

–0

–

8,848,684

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

8,911,077

–0

–

–0

–

8,911,077

Total Investments in Securities

586,672,744

8,848,684

–0

–

595,521,428

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

586,672,744

$

8,848,684

$

–0

–

$

595,521,428

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

10

AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2013, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $22,018.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $504,801, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	155,158,452		$	162,179,148
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	116,076,155
Gross unrealized depreciation		(10,356,793	)
Net unrealized appreciation	$	105,719,362

12

AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2013, the Portfolio had securities on loan with a value of $6,675,610 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $8,911,077. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $97,143 and $6,469 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	6,422	$	55,874	$	53,385	$	8,911	$	6

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		1,222,695			1,122,960		$	24,220,247		$	18,970,347
Shares issued in reinvestment of dividends and distributions		–0	–		356,566			–0	–		5,812,025
Shares redeemed		(1,375,977	)		(2,421,507	)		(27,316,494	)		(40,598,442	)
Net decrease		(153,282	)		(941,981	)	$	(3,096,247	)	$	(15,816,070	)
Class B
Shares sold		1,736,290			2,003,207		$	34,282,587		$	33,615,199
Shares issued in reinvestment of dividends and distributions		–0	–		720,176			–0	–		11,681,244
Shares redeemed		(1,940,060	)		(4,017,175	)		(38,128,888	)		(66,747,406	)
Net decrease		(203,770	)		(1,293,792	)	$	(3,846,301	)	$	(21,450,963	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

14

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	1,817,886	$	1,713,105
Net long-term capital gains		15,675,383		–0	–
Total taxable distributions paid	$	17,493,269	$	1,713,105

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	15,327,358
Undistributed net capital gain		22,855,201
Unrealized appreciation/(depreciation)		49,392,153	(a)
Total accumulated earnings/(deficit)	$	87,574,712

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and return of capital distributions received from underlying securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2012, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$17.67			$15.46			$16.95			$13.41			$9.92			$17.11
Income From Investment Operations
Net investment income (a)		.08			.13			.09			.08			.08			.13
Net realized and unrealized gain (loss) on investment transactions		3.02			2.72			(1.50	)		3.52			4.01			(5.63	)
Net increase (decrease) in net asset value from operations		3.10			2.85			(1.41	)		3.60			4.09			(5.50	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.10	)		(.08	)		(.06	)		(.12	)		(.11	)
Distributions from net realized gain on investment transactions		–0	–		(.54	)		–0	–		–0	–		(.48	)		(1.58	)
Total dividends and distributions		–0	–		(.64	)		(.08	)		(.06	)		(.60	)		(1.69	)
Net asset value, end of period		$20.77			$17.67			$15.46			$16.95			$13.41			$9.92
Total Return
Total investment return based on net asset value (b)		17.54	%		18.75	%		(8.39	)%		26.91	%		42.86	%		(35.58	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$181,099			$156,832			$151,754			$174,068			$134,291			$99,957
Ratio to average net assets of:
Expenses		.81	%(c)		.82	%		.83	%		.84	%(d)		.87	%		.86	%
Net investment income		.81	%(c)		.75	%		.56	%		.56	%(d)		.70	%		.95	%
Portfolio turnover rate		28	%		50	%		70	%		54	%		58	%		49	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$17.58			$15.38			$16.87			$13.36			$9.87			$17.03
Income From Investment Operations
Net investment income (a)		.05			.08			.05			.05			.05			.10
Net realized and unrealized gain (loss) on investment transactions		3.00			2.71			(1.50	)		3.50			4.01			(5.61	)
Net increase (decrease) in net asset value from operations		3.05			2.79			(1.45	)		3.55			4.06			(5.51	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.05	)		(.04	)		(.04	)		(.09	)		(.07	)
Distributions from net realized gain on investment transactions		–0	–		(.54	)		–0	–		–0	–		(.48	)		(1.58	)
Total dividends and distributions		–0	–		(.59	)		(.04	)		(.04	)		(.57	)		(1.65	)
Net asset value, end of period		$20.63			$17.58			$15.38			$16.87			$13.36			$9.87
Total Return
Total investment return based on net asset value (b)		17.35	%		18.47	%		(8.62	)%		26.59	%		42.66	%		(35.75	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$403,950			$347,784			$324,145			$378,436			$264,635			$202,997
Ratio to average net assets of:
Expenses		1.06	%(c)		1.07	%		1.08	%		1.09	%(d)		1.12	%		1.11	%
Net investment income		.56	%(c)		.51	%		.31	%		.31	%(d)		.42	%		.72	%
Portfolio turnover rate		28	%		50	%		70	%		54	%		58	%		49	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

17

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly

18

AllianceBernstein Variable Products Series Fund

available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with the Russell 2500 Value Index and the Russell 2500 Index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the indices) the period since inception (May 2001 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period, in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 5-year period, and 3rd out of 4 of the Performance Group and in the 3rd quintile of the Performance Universe for the 10-year period. The directors noted the small number of other funds in the Performance Group. The Portfolio lagged the Russell 2500 Value Index in the 1- and 3-year periods, essentially matched it in the 5-year period, and outperformed it in the 10-year period and in the period since inception. It outperformed the Russell 2500 Index in the 1-year period and in the period since inception, almost matched it in the 5-year period, and lagged it in the 3- and 10-year periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Small-Cap Value Funds Average and the indices. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints starting at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

19

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/13 ($MIL)		Portfolio
Specialty	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	576.2	Small/Mid Cap Value Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

21

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $45,506 (0.009% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update or May 1^st of each year. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Small/Mid Cap Value Portfolio	Class A    1.20%		0.83%	December 31
	Class B    1.45%		1.08%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

22

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$576.2	Small & Mid Cap Value Schedule 0.95% on first $25m 0.75% on the next $25m 0.65% on the next $50m 0.55% on the balance		0.585	%		0.750	%
		Minimum account size $25m

The Adviser also manages AllianceBernstein Discovery Value Fund, Inc. (“Discovery Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Discovery Value Fund, Inc., and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Discovery Value Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2013 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Client # 1	0.50% on the first $250 million 0.40% on the balance		0.472%		0.750%
	Client #2	0.95% on the first $10 million 0.75% on the next $40 million 0.65% on the next $50 million 0.55% on the balance		0.580%		0.750%
	Client #3	0.61% on the first $150 million 0.50% on the balance		0.529%		0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different feel level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management generally required by a registered investment company.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

23

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.^10,11

Portfolio	Contractual Management Fee (%)12		Lipper EG Median (%)		Lipper EG Rank
Small/Mid Cap Value Portfolio		0.750		0.804		4/12

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU.¹³ The Portfolio’s total expense ratio ranking is also shown in the table below.

Portfolio	Expense Ratio (%)14		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Small/Mid Cap Value Portfolio		0.824		0.874		4/12		0.879		8/30

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

7 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

8 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund

11 The Portfolio’s EG includes the Portfolio, five other VIP Small-Cap Value funds (“SCVE”) and six VIP Mid-Cap Value funds (“MCVE”).

12 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

13 The Portfolio’s EU includes the Portfolio, EG and all other VIP SCVE and VIP MCVE funds, excluding outliers.

14 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased slightly during calendar year 2012, relative to 2011.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $846,302 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $2,025,374 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁵

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

15 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2012.

25

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^16,17 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended February 28, 2013.²¹

16 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

17 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

18 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

19 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

20 The Portfolio’s PG/PU are not identical to the Portfolio’s respective EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

21 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small/Mid Cap Value Portfolio
1 year		17.00		14.87		14.40		1/6		2/15
3 year		13.16		12.97		12.97		3/6		7/14
5 year		7.86		7.14		7.38		3/6		4/13
10 year		11.84		12.29		11.84		3/4		5/9

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²² versus its benchmarks.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		5 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small/Mid Cap Value Portfolio		17.00		13.16		7.86		11.84		9.88		20.30		0.57		10
Russell 2500 Value Index		18.92		15.19		7.82		11.72		8.81		18.73		0.59		10
Russell 2500 Index		15.17		15.75		7.92		11.92		7.75		N/A		N/A		N/A
Inception Date: May 2, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

22 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

23 The Adviser provided Portfolio and benchmark performance return information for periods through February 22, 2013.

24 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2013

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2013		Ending Account Value June 30, 2013		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,187.20	$	3.90		0.72	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.22	$	3.61		0.72	%
Class B
Actual	$	1,000	$	1,185.00	$	5.26		0.97	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.98	$	4.86		0.97	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	8,718,775		5.6	%
Pfizer, Inc.		5,996,941		3.8
JPMorgan Chase & Co.		4,983,376		3.2
Wells Fargo & Co.		4,787,320		3.1
General Electric Co.		4,668,147		3.0
Chevron Corp.		4,437,750		2.9
Bank of America Corp.		4,279,808		2.7
Citigroup, Inc.		4,211,766		2.7
Hewlett-Packard Co.		3,286,000		2.1
Capital One Financial Corp.		3,140,500		2.0
	$	48,510,383		31.1	%

SECTOR BREAKDOWN^**

June 30, 2013 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	43,902,938		28.0	%
Consumer Discretionary		26,072,473		16.7
Energy		22,573,097		14.4
Health Care		20,911,252		13.4
Information Technology		9,950,870		6.3
Industrials		8,802,724		5.6
Materials		6,377,946		4.1
Utilities		6,085,672		3.9
Consumer Staples		5,572,759		3.6
Telecommunication Services		4,324,548		2.8
Short-Term Investments		1,915,603		1.2
Total Investments	$	156,489,882		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Fund’s prospectus.

2

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.1%
FINANCIALS–28.1%
CAPITAL MARKETS–1.3%
Goldman Sachs Group, Inc. (The)		8,800	$	1,331,000
State Street Corp.		10,000		652,100
				1,983,100
COMMERCIAL BANKS–5.8%
CIT Group, Inc.(a)		57,100		2,662,573
Fifth Third Bancorp		19,800		357,390
KeyCorp		24,700		272,688
Regions Financial Corp.		36,700		349,751
US Bancorp/MN		18,800		679,620
Wells Fargo & Co.		116,000		4,787,320
				9,109,342
CONSUMER FINANCE–3.3%
Capital One Financial Corp.		50,000		3,140,500
Discover Financial Services		43,000		2,048,520
				5,189,020
DIVERSIFIED FINANCIAL SERVICES–8.6%
Bank of America Corp.		332,800		4,279,808
Citigroup, Inc.		87,800		4,211,766
JPMorgan Chase & Co.		94,400		4,983,376
				13,474,950
INSURANCE–9.1%
American International Group, Inc.(a)		50,700		2,266,290
Berkshire Hathaway, Inc.(a)		11,900		1,331,848
Chubb Corp. (The)		25,400		2,150,110
Everest Re Group Ltd.		11,400		1,462,164
Fidelity National Financial, Inc.–Class A		45,900		1,092,879
Genworth Financial, Inc.–Class A(a)		95,100		1,085,091
MetLife, Inc.		6,800		311,168
PartnerRe Ltd.		19,300		1,747,808
Progressive Corp. (The)		11,600		294,872
Reinsurance Group of America, Inc.–Class A		17,600		1,216,336
Torchmark Corp.		5,600		364,784
Travelers Cos., Inc. (The)		10,300		823,176
				14,146,526
				43,902,938
CONSUMER DISCRETIONARY–16.7%
AUTO COMPONENTS–2.5%
Lear Corp.		17,200		1,039,912
Magna International, Inc. (New York)–Class A		19,400		1,381,668
TRW Automotive Holdings Corp.(a)		22,200		1,474,968
				3,896,548
AUTOMOBILES–1.7%
Ford Motor Co.		168,100		2,600,507
HOUSEHOLD DURABLES–1.2%
PulteGroup, Inc.(a)		95,700	$	1,815,429
MEDIA–6.2%
Comcast Corp.–Class A		23,100		967,428
Gannett Co., Inc.		24,800		606,608
Liberty Global PLC(a)		8,133		602,493
Liberty Global PLC(a)		15,000		1,018,350
News Corp.–Class A		57,000		1,858,200
Regal Entertainment Group–Class A		23,000		411,700
Time Warner Cable, Inc.–Class A		13,000		1,462,240
Time Warner, Inc.		18,700		1,081,234
Viacom, Inc.–Class B		25,300		1,721,665
				9,729,918
MULTILINE RETAIL–1.3%
Macy’s, Inc.		43,700		2,097,600
SPECIALTY RETAIL–3.8%
Abercrombie & Fitch Co.–Class A		6,500		294,125
GameStop Corp.–Class A		31,100		1,307,133
Home Depot, Inc. (The)		2,900		224,663
Lowe’s Cos., Inc.		34,500		1,411,050
Staples, Inc.		13,400		212,524
TJX Cos., Inc.		49,600		2,482,976
				5,932,471
				26,072,473
ENERGY–14.5%
ENERGY EQUIPMENT & SERVICES–2.3%
Diamond Offshore Drilling, Inc.		20,100		1,382,679
Halliburton Co.		33,000		1,376,760
Helix Energy Solutions Group, Inc.(a)		34,600		797,184
				3,556,623
OIL, GAS & CONSUMABLE FUELS–12.2%
Chevron Corp.		37,500		4,437,750
Exxon Mobil Corp.		96,500		8,718,775
HollyFrontier Corp.		4,300		183,954
Marathon Petroleum Corp.		28,300		2,010,998
Phillips 66		11,900		701,029
Royal Dutch Shell PLC (ADR)		17,900		1,142,020
Valero Energy Corp.		52,400		1,821,948
				19,016,474
				22,573,097
HEALTH CARE–13.4%
BIOTECHNOLOGY–0.8%
Vertex Pharmaceuticals, Inc.(a)		15,000		1,198,050
HEALTH CARE EQUIPMENT & SUPPLIES–1.3%
Medtronic, Inc.		40,400		2,079,388
HEALTH CARE PROVIDERS & SERVICES–3.7%
Aetna, Inc.		29,400		1,868,076
Health Net, Inc./CA(a)		28,800		916,416

3

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
WellPoint, Inc.		36,100	$	2,954,424
				5,738,916
PHARMACEUTICALS–7.6%
Johnson & Johnson		34,500		2,962,170
Merck & Co., Inc.		35,900		1,667,555
Pfizer, Inc.		214,100		5,996,941
Roche Holding AG (Sponsored ADR)		20,500		1,268,232
				11,894,898
				20,911,252
INFORMATION TECHNOLOGY–6.4%
COMMUNICATIONS EQUIPMENT–0.6%
Harris Corp.		18,300		901,275
COMPUTERS & PERIPHERALS–2.1%
Hewlett-Packard Co.		132,500		3,286,000
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.8%
Applied Materials, Inc.		133,700		1,993,467
Micron Technology, Inc.(a)		56,300		806,779
				2,800,246
SOFTWARE–1.9%
CA, Inc.		9,600		274,848
Electronic Arts, Inc.(a)		60,600		1,391,982
Symantec Corp.		57,700		1,296,519
				2,963,349
				9,950,870
INDUSTRIALS–5.6%
AEROSPACE & DEFENSE–0.3%
Northrop Grumman Corp.		6,700		554,760
AIRLINES–0.8%
Delta Air Lines, Inc.(a)		68,800		1,287,248
INDUSTRIAL CONGLOMERATES–3.0%
General Electric Co.		201,300		4,668,147
MACHINERY–1.5%
Illinois Tool Works, Inc.		22,900		1,583,993
Parker Hannifin Corp.		2,000		190,800
Timken Co.		9,200		517,776
				2,292,569
				8,802,724
MATERIALS–4.1%
CHEMICALS–3.2%
Axiall Corp.		29,500		1,256,110
Huntsman Corp.		69,000		1,142,640
LyondellBasell Industries NV		38,800		2,570,888
				4,969,638
CONTAINERS & PACKAGING–0.9%
Rock Tenn Co.		14,100	$	1,408,308
				6,377,946
UTILITIES–3.9%
ELECTRIC UTILITIES–2.9%
American Electric Power Co., Inc.		19,000		850,820
Edison International		32,300		1,555,568
NV Energy, Inc.		89,400		2,097,324
				4,503,712
GAS UTILITIES–0.8%
Atmos Energy Corp.		32,000		1,313,920
MULTI-UTILITIES–0.2%
DTE Energy Co.		4,000		268,040
				6,085,672
CONSUMER STAPLES–3.6%
FOOD & STAPLES RETAILING–1.8%
CVS Caremark Corp.		4,700		268,746
Kroger Co. (The)		70,500		2,435,070
				2,703,816
HOUSEHOLD PRODUCTS–0.9%
Procter & Gamble Co. (The)		18,700		1,439,713
TOBACCO–0.9%
Philip Morris International, Inc.		16,500		1,429,230
				5,572,759
TELECOMMUNICATION SERVICES–2.8%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.7%
AT&T, Inc.		74,100		2,623,140
WIRELESS TELECOMMUNICATION SERVICES–1.1%
Vodafone Group PLC (Sponsored ADR)		59,200		1,701,408
				4,324,548
Total Common Stocks (cost $121,888,346)				154,574,279

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–1.2%
TIME DEPOSIT–1.2%
State Street Time Deposit 0.01%, 7/01/13 (cost $1,915,603)	$	1,916	$	1,915,603
TOTAL INVESTMENTS–100.3% (cost $123,803,949)				156,489,882
Other assets less liabilities–(0.3)%				(507,738	)
NET ASSETS–100.0%			$	155,982,144

(a) Non-income producing security.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $123,803,949)	$	156,489,882
Receivable for investment securities sold		448,336
Dividends and interest receivable		247,124
Receivable for capital stock sold		2,091
Total assets		157,187,433
LIABILITIES
Payable for investment securities purchased		801,265
Payable for capital stock redeemed		217,464
Advisory fee payable		67,685
Distribution fee payable		30,402
Administrative fee payable		7,283
Transfer Agent fee payable		179
Accrued expenses		81,011
Total liabilities		1,205,289
NET ASSETS	$	155,982,144
COMPOSITION OF NET ASSETS
Capital stock, at par	$	12,489
Additional paid-in capital		179,413,896
Undistributed net investment income		4,078,306
Accumulated net realized loss on investment and foreign currency transactions		(60,208,480	)
Net unrealized appreciation on investments		32,685,933
	$	155,982,144

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	1,887,296		149,606	$	12.62
B	$	154,094,848		12,339,188	$	12.49

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $17,703)	$	1,952,321
Affiliated issuers		744
Interest		49
Securities lending income		11,536
		1,964,650
EXPENSES
Advisory fee (see Note B)		448,513
Distribution fee—Class B		201,664
Transfer agency—Class A		31
Transfer agency—Class B		2,853
Custodian		41,671
Printing		30,385
Administrative		21,496
Legal		16,714
Audit		16,614
Directors’ fees		2,265
Miscellaneous		3,576
Total expenses		785,782
Net investment income		1,178,868
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		10,723,991
Net change in unrealized appreciation/depreciation of investments		15,907,230
Net gain on investment transactions		26,631,221
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	27,810,089

See notes to financial statements.

7

VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,178,868		$	2,903,480
Net realized gain on investment and foreign currency transactions		10,723,991			9,812,887
Net change in unrealized appreciation/depreciation of investments		15,907,230			12,001,916
Net increase in net assets from operations		27,810,089			24,718,283
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(29,034	)
Class B		–0	–		(2,792,590	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(31,280,624	)		(39,143,747	)
Total decrease		(3,470,535	)		(17,247,088	)
NET ASSETS
Beginning of period		159,452,679			176,699,767
End of period (including undistributed net investment income of $4,078,306 and $2,899,438, respectively)	$	155,982,144		$	159,452,679

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2013 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and 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; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A. 1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2013:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

154,574,279

$

–0

–

$

–0

–

$

154,574,279

Short-Term Investments

–0

–

1,915,603

–0

–

1,915,603

Total Investments in Securities

154,574,279

1,915,603

–0

–

156,489,882

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

154,574,279

$

1,915,603

$

–0

–

$

156,489,882

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

10

AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and process at vendors, 2) daily compare of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2013, there were no expenses waived by the Adviser.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2013, the reimbursement for such services amounted to $21,496.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2013 amounted to $96,770, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2013.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2013 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)...................	$	38,778,985		$	69,567,661
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	34,111,474
Gross unrealized depreciation		(1,425,541	)
Net unrealized appreciation	$	32,685,933

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

12

AllianceBernstein Variable Products Series Fund

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2013.

2. Currency Transactions

The Portfolio may invest in non-U.S. Dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of June 30, 2013, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $11,536 and $744 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2013; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2013 is as follows:

Market Value December 31, 2012 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2013 (000)		Dividend Income (000)
$	816	$	20,341	$	21,157	$	0	$	1

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012			Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31, 2012
Class A
Shares sold		13,984			3,550		$	163,893		$	36,002
Shares issued in reinvestment of dividends		–0	–		2,895			–0	–		29,034
Shares redeemed		(8,497	)		(24,236	)		(100,303	)		(248,107	)
Net increase (decrease)		5,487			(17,791	)	$	63,590		$	(183,071	)
Class B
Shares sold		170,670			316,889		$	1,977,859		$	3,142,785
Shares issued in reinvestment of dividends		–0	–		280,662			–0	–		2,792,591
Shares redeemed		(2,813,659	)		(4,484,363	)		(33,322,073	)		(44,896,052	)
Net decrease		(2,642,989	)		(3,886,812	)	$	(31,344,214	)	$	(38,960,676	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2013.

14

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2013 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2012 and December 31, 2011 were as follows:

	2012		2011
Distributions paid from:
Ordinary income	$	2,821,624	$	2,319,658
Total taxable distributions paid	$	2,821,624	$	2,319,658

As of December 31, 2012, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,899,438
Accumulated capital and other losses		(70,487,891	)(a)
Unrealized appreciation/(depreciation)		16,334,123	(b)
Total accumulated earnings/(deficit)	$	(51,254,330	)

(a) As of December 31, 2012, the Portfolio had a net capital loss carryforward of $70,487,891. During the fiscal year, the Portfolio utilized $9,482,255 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2012, the Portfolio had a net capital loss carryforward of $70,487,891 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  70,487,891	n/a	2017

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.63			$9.37			$9.84			$8.97			$7.67			$13.92
Income From Investment Operations
Net investment income (a)		.10			.20			.17			.12			.16			.27
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.89			1.26			(.50	)		.93			1.41			(5.62	)
Net increase (decrease) in net asset value from operations		1.99			1.46			(.33	)		1.05			1.57			(5.35	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.20	)		(.14	)		(.18	)		(.27	)		(.28	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(.62	)
Total dividends and distributions		–0	–		(.20	)		(.14	)		(.18	)		(.27	)		(.90	)
Net asset value, end of period		$12.62			$10.63			$9.37			$9.84			$8.97			$7.67
Total Return
Total investment return based on net asset value (b)		18.72	%*		15.73	%		(3.50	)%		11.81	%*		21.12	%*		(40.83	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,887			$1,533			$1,517			$1,707			$1,594			$1,490
Ratio to average net assets of:
Expenses		.72	%(c)		.72	%		.71	%		.71	%(d)		.70	%		.67	%
Net investment income		1.70	%(c)		1.98	%		1.78	%		1.37	%(d)		2.09	%		2.46	%
Portfolio turnover rate		24	%		40	%		62	%		73	%		64	%		33	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2013 (unaudited)			Year Ended December 31,
				2012			2011			2010			2009			2008
Net asset value, beginning of period		$10.54			$9.28			$9.75			$8.90			$7.59			$13.79
Income From Investment Operations
Net investment income (a)		.08			.17			.15			.10			.14			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.87			1.26			(.50	)		.91			1.41			(5.58	)
Net increase (decrease) in net asset value from operations		1.95			1.43			(.35	)		1.01			1.55			(5.34	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.17	)		(.12	)		(.16	)		(.24	)		(.24	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		–0	–		(.62	)
Total dividends and distributions		–0	–		(.17	)		(.12	)		(.16	)		(.24	)		(.86	)
Net asset value, end of period		$12.49			$10.54			$9.28			$9.75			$8.90			$7.59
Total Return
Total investment return based on net asset value (b)		18.50	%*		15.54	%		(3.78	)%		11.42	%*		21.04	%*		(41.01	)%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$154,095			$157,920			$175,183			$212,522			$213,827			$197,080
Ratio to average net assets of:
Expenses		.97	%(c)		.97	%		.96	%		.96	%(d)		.95	%		.92	%
Net investment income		1.44	%(c)		1.72	%		1.51	%		1.12	%(d)		1.84	%		2.24	%
Portfolio turnover rate		24	%		40	%		62	%		73	%		64	%		33	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2013 and years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.06%, 0.01%, 0.02% and 0.02%, respectively.

See notes to financial statements.

17

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Value Portfolio (the “Portfolio”) at a meeting held on April 30-May 2, 2013 (the “May 2013 meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors and, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2011 and 2012 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

18

AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2013 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2013 and (in the case of comparisons with the Index) the period since inception (July 2002 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 3-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 5- and 10-year periods. The Portfolio lagged the Index in all periods. The directors also reviewed performance information for periods ended March 31, 2013 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Large-Cap Value Funds Average and the Index. Based on their review, the directors concluded that the Portfolio’s performance in the 1-year period was acceptable. The directors determined to continue to monitor the Portfolio’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that, although the institutional fee schedule started at a rate different from the Portfolio’s starting fee rate, it had more breakpoints at lower asset levels than the fee schedule applicable to the Portfolio. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2013 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/13 ($MIL)		Portfolio
Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$	167.8	Value Portfolio

1 The information in the fee summary was completed on April 22, 2013 and discussed with the Board of Directors on April 30-May 2, 2013.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

21

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $45,169 (0.027% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update or May 1^st of each year. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Value Portfolio	Class A    1.20% Class B    1.45%		0.72% 0.97%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

22

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2013 net assets:⁵

Portfolio	Net Assets 3/31/13 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Value Portfolio	$	167.8	U.S. Diversified Value Schedule 0.65% on first $25m 0.50% on the next $25m 0.40% on the next $50m 0.30% on the next $100m 0.25% on the balance Minimum account size $25m		0.412	%		0.550	%

The Adviser also manages AllianceBernstein Value Fund, Inc. (“Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Value Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Value Portfolio	Value Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fees and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2013 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Value Portfolio	Client # 17	0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance		0.413%		0.550%
	Client #27	0.30% of the average daily net assets		0.300%		0.550%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolios, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The client is an affiliate of the Adviser.

23

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11			Lipper EG Median (%)			Lipper EG Rank
Value Portfolio		0.550	%		0.745	%		1/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13			Lipper EG Median (%)			Lipper EG Rank		Lipper EU Median (%)			Lipper EU Rank
Value Portfolio		0.722	%		0.775	%		3/13		0.763	%		12/32

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2012, relative to 2011.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $418,618 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $1,117,197 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2012.

25

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $443 billion as of March 31, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2013.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Value Portfolio
1 year		14.28		14.28		14.66		7/13		17/28
3 year		10.25		11.19		11.18		9/13		22/27
5 year		1.15		2.93		3.33		12/13		24/25
10 year		6.18		8.41		8.09		11/11		22/22

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown²³.

	Periods Ending February 28, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Value Portfolio		14.28		10.25		1.15		6.18		6.20		16.39		0.34		10
Russell 1000 Value Index		17.63		13.66		3.88		8.77		8.50		15.68		0.50		10
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 29, 2013

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Variable Products Series Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: August 12, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: August 12, 2013

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: August 12, 2013

EX-99.CERT

Exhibit 12(b)(1)

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Robert M. Keith, President of AllianceBernstein Variable Products Series Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of AllianceBernstein Variable Products Series Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation ; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2013

/s/ Robert M. Keith

Robert M. Keith

President

Exhibit 12(b)(2)

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Joseph J. Mantineo, Treasurer and Chief Financial Officer of AllianceBernstein Variable Products Series Fund, Inc., certify that:

1. I have reviewed this report on Form N-CSR of AllianceBernstein Variable Products Series Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation ; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information ; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 12, 2013

/s/ Joseph J. Mantineo

Joseph J. Mantineo

Treasurer and Chief Financial Officer

EX-99.906 CERT

EXHIBIT 12(c)

CERTIFICATION PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT

Pursuant to 18 U.S.C. 1350, each of the undersigned, being the Principal Executive Officer and Principal Financial Officer of AllianceBernstein Variable Products Series Fund, Inc. (the “Registrant”), hereby certifies that the Registrant’s report on Form N-CSR for the period ended June 30, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: August 12, 2013

By:	/s/ Robert M. Keith
	Robert M. Keith
	President
By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

This certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been provided to the Registrant and will be retained by the Registrant and furnished to the Securities and Exchange Commission or its staff upon request.