UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

AB VARIABLE PRODUCTS SERIES FUND, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

Alliance Bernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: December 31, 2015

Date of reporting period: June 30, 2015

ITEM 1. REPORTS TO STOCKHOLDERS.

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ BALANCED WEALTH STRATEGY PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

BALANCED WEALTH STRATEGY PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,028.80	$	3.52		0.70	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.32	$	3.51		0.70	%
Class B
Actual	$	1,000	$	1,026.60	$	4.77		0.95	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.08	$	4.76		0.95	%

* 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, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association	$	22,580,297		6.3	%
U.S. Treasury Bonds & Notes		20,209,719		5.6
Apple, Inc.		4,556,690		1.3
Inflation-Linked Securities		4,178,974		1.2
Government National Mortgage Association		3,682,007		1.0
Biogen, Inc.		2,876,861		0.8
Comcast Corp.		2,875,510		0.8
UnitedHealth Group, Inc.		2,853,702		0.8
CVS Health Corp.		2,730,026		0.8
Facebook, Inc.—Class A		2,664,719		0.7
	$	69,208,505		19.3	%

SECURITY TYPE BREAKDOWN^†

June 30, 2015 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	226,430,327		60.0	%
Corporates—Investment Grade		31,189,689		8.3
Mortgage Pass-Throughs		26,658,343		7.1
Governments—Treasuries		20,719,228		5.5
Asset-Backed Securities		17,772,142		4.7
Commercial Mortgage-Backed Securities		13,016,910		3.5
Collateralized Mortgage Obligations		5,981,027		1.6
Corporates—Non-Investment Grade		4,696,614		1.2
Inflation-Linked Securities		4,178,974		1.1
Quasi-Sovereigns		1,565,697		0.4
Governments—Sovereign Agencies		1,134,068		0.3
Local Governments—Municipal Bonds		505,297		0.1
Emerging Markets—Corporate Bonds		409,732		0.1
Other‡		259,932		0.1
Short-Term Investments		22,603,674		6.0
Total Investments	$	377,121,654		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: Governments—Sovereign Bonds and Preferred Stocks.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–63.0%
CONSUMER DISCRETIONARY–10.5%
AUTO COMPONENTS–1.1%
Aisin Seiki Co., Ltd.		8,700	$	369,917
Bridgestone Corp.		5,400		199,598
Cie Generale des Etablissements Michelin–Class B		1,340		141,000
Continental AG		2,140		506,703
Hankook Tire Co., Ltd.		4,160		156,451
Lear Corp.		5,200		583,752
Magna International, Inc.–Class A		15,627		876,518
Nokian Renkaat Oyj		6,140		192,369
Plastic Omnium SA		5,490		140,446
Sumitomo Electric Industries Ltd.		24,600		380,743
Valeo SA		1,930		305,293
				3,852,790
AUTOMOBILES–1.2%
Chongqing Changan Automobile Co., Ltd.–Class B		32,900		84,019
Ford Motor Co.		70,248		1,054,422
General Motors Co.		11,102		370,030
Honda Motor Co., Ltd.		16,300		526,813
Isuzu Motors Ltd.		17,500		229,592
Peugeot SA(a)		17,600		362,944
Tata Motors Ltd.		23,176		156,875
Toyota Motor Corp.		20,900		1,398,571
				4,183,266
DIVERSIFIED CONSUMER SERVICES–0.2%
Estacio Participacoes SA		37,100		214,789
Kroton Educacional SA		43,600		166,737
TAL Education Group (ADR)(a)		9,729		343,434
				724,960
HOTELS, RESTAURANTS & LEISURE–0.9%
Carnival Corp.		2,944		145,404
Melco International Development Ltd.		113,000		159,828
Merlin Entertainments PLC(b)		73,129		490,466
Sodexo SA		8,889		846,213
Starbucks Corp.		30,560		1,638,474
Yum! Brands, Inc.		1,870		168,449
				3,448,834
HOUSEHOLD DURABLES–0.1%
GoPro, Inc.–Class A(a)		4,469		235,606
INTERNET & CATALOG RETAIL–0.4%
Priceline Group, Inc. (The)(a)		1,140		1,312,562
MEDIA–2.0%
Comcast Corp.–Class A		39,372		2,367,832
CTS Eventim AG & Co. KGaA		4,619		168,414
Liberty Global PLC–Series C(a)		12,428	$	629,230
Naspers Ltd.–Class N		500		77,752
Thomson Reuters Corp.		2,453		93,386
Time Warner, Inc.		10,734		938,259
Twenty-First Century Fox, Inc.–Class A		2,689		87,513
Vivendi SA		15,334		388,818
Walt Disney Co. (The)		21,908		2,500,579
				7,251,783
MULTILINE RETAIL–1.2%
B&M European Value Retail SA		139,637		752,338
Dillard’s, Inc.–Class A		1,546		162,624
Dollar General Corp.		9,972		775,223
Dollar Tree, Inc.(a)		7,620		601,904
Kohl’s Corp.		12,332		772,107
Macy’s, Inc.		5,641		380,598
Poundland Group PLC(c)		55,290		280,865
Target Corp.		8,014		654,183
				4,379,842
SPECIALTY RETAIL–2.3%
American Eagle Outfitters, Inc.		12,392		213,390
Foot Locker, Inc.		10,708		717,543
Foschini Group Ltd. (The)		8,050		105,231
GameStop Corp.–Class A(c)		17,900		768,984
Home Depot, Inc. (The)		21,451		2,383,850
Kingfisher PLC		29,490		160,853
L Brands, Inc.		4,307		369,239
L’Occitane International SA		3,500		9,979
O’Reilly Automotive, Inc.(a)		2,700		610,146
Office Depot, Inc.(a)		55,194		477,980
Ross Stores, Inc.		6,682		324,812
Shimamura Co., Ltd.		1,700		178,482
Sports Direct International PLC(a)		65,299		736,239
Staples, Inc.		26,142		400,234
Ulta Salon Cosmetics & Fragrance, Inc.(a)		3,950		610,077
Yamada Denki Co., Ltd.(c)		51,500		206,014
				8,273,053
TEXTILES, APPAREL & LUXURY GOODS–1.1%
Cie Financiere Richemont SA		11,180		908,686
Global Brands Group Holding Ltd.(a)		600,000		124,546
HUGO BOSS AG		3,416		381,896
Kering		590		105,484
NIKE, Inc.–Class B		17,811		1,923,944
Samsonite International SA		152,100		523,177
				3,967,733
				37,630,429
FINANCIALS–9.5%
BANKS–3.7%
Banco Macro SA (ADR)(a)		2,105		95,988
Bank Hapoalim BM		44,925		241,784
Bank of America Corp.		118,300		2,013,466
Bank of Baroda		44,250		100,167

3

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

Company	Shares		U.S. $ Value
Bank of China Ltd.–Class H		345,000	$	224,343
Bank of Queensland Ltd.		35,098		345,345
Citigroup, Inc.		20,903		1,154,682
Citizens Financial Group, Inc.		38,865		1,061,403
Comerica, Inc.		7,830		401,836
Danske Bank A/S		16,680		490,342
Fifth Third Bancorp		13,200		274,824
ICICI Bank Ltd.		23,100		112,099
ING Groep NV		32,140		533,696
Intesa Sanpaolo SpA		62,830		228,166
JPMorgan Chase & Co.		26,221		1,776,735
KeyCorp		5,836		87,657
Mitsubishi UFJ Financial Group, Inc.		109,100		784,916
PNC Financial Services Group, Inc. (The)		3,700		353,905
Shinhan Financial Group Co., Ltd.		2,940		109,432
Sumitomo Mitsui Financial Group, Inc.		3,700		164,721
SunTrust Banks, Inc.		3,675		158,098
UniCredit SpA		46,450		312,184
Wells Fargo & Co.		39,092		2,198,534
				13,224,323
CAPITAL MARKETS–1.3%
Affiliated Managers Group, Inc.(a)		3,688		806,197
Bank of New York Mellon Corp. (The)		8,000		335,760
BlackRock, Inc.–Class A		1,860		643,523
Goldman Sachs Group, Inc. (The)		3,077		642,447
Morgan Stanley		10,587		410,670
Partners Group Holding AG		950		283,943
State Street Corp.		4,100		315,700
UBS Group AG(a)		61,282		1,300,188
				4,738,428
CONSUMER FINANCE–0.7%
Capital One Financial Corp.		16,870		1,484,054
Discover Financial Services		9,355		539,035
Springleaf Holdings, Inc.(a)		10,699		491,191
				2,514,280
DIVERSIFIED FINANCIAL SERVICES–0.8%
Berkshire Hathaway, Inc.–Class B(a)		5,300		721,383
Challenger Ltd./Australia		38,980		202,057
Intercontinental Exchange, Inc.		4,643		1,038,221
ORIX Corp.		28,700		426,180
Voya Financial, Inc.		9,000		418,230
				2,806,071
INSURANCE–2.6%
ACE Ltd.		2,100		213,528
Admiral Group PLC		38,590		840,888
AIA Group Ltd.		220,200		1,434,138
Allstate Corp. (The)		18,000		1,167,660
American Financial Group, Inc./OH		11,700		760,968
American International Group, Inc.		9,320	$	576,163
Aon PLC		9,440		940,979
Assicurazioni Generali SpA		22,866		412,132
Aviva PLC		26,662		206,507
Chubb Corp. (The)		1,638		155,839
Direct Line Insurance Group PLC		30,058		158,591
Hanover Insurance Group, Inc. (The)		5,700		421,971
NN Group NV		7,730		217,694
Progressive Corp. (The)		4,200		116,886
Prudential PLC		46,420		1,118,700
Suncorp Group Ltd.		15,340		158,709
Travelers Cos., Inc. (The)		3,700		357,642
Unum Group		2,300		82,225
				9,341,220
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.2%
Ayala Land, Inc.		21,100		17,443
Global Logistic Properties Ltd.		423,000		794,084
Wharf Holdings Ltd. (The)		13,000		86,392
				897,919
THRIFTS & MORTGAGE FINANCE–0.2%
Housing Development Finance Corp., Ltd.		25,170		512,594
LIC Housing Finance Ltd.		14,450		102,223
				614,817
				34,137,058
INFORMATION TECHNOLOGY–9.1%
COMMUNICATIONS EQUIPMENT–0.5%
Brocade Communications Systems, Inc.		31,143		369,979
Cisco Systems, Inc.		35,490		974,555
F5 Networks, Inc.(a)		4,860		584,901
				1,929,435
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.5%
Amphenol Corp.–Class A		16,231		940,911
Hitachi Ltd.		33,000		217,389
Keysight Technologies, Inc.(a)		17,083		532,819
Largan Precision Co., Ltd.		1,000		114,151
				1,805,270
INTERNET SOFTWARE & SERVICES–1.8%
Baidu, Inc. (Sponsored ADR)(a)		2,471		491,927
Facebook, Inc.–Class A(a)		31,070		2,664,719
Google, Inc.–Class A(a)		990		534,640
Google, Inc.–Class C(a)		3,228		1,680,206
LinkedIn Corp.–Class A(a)		1,200		247,956
Tencent Holdings Ltd.		11,700		234,110

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Twitter, Inc.(a)		20,720	$	750,478
				6,604,036
IT SERVICES–1.1%
Booz Allen Hamilton Holding Corp.		6,126		154,620
Cap Gemini SA		1,690		149,931
HCL Technologies Ltd.		3,680		53,172
International Business Machines Corp.		2,672		434,628
Tata Consultancy Services Ltd.		4,410		176,940
Visa, Inc.–Class A		37,110		2,491,936
Xerox Corp.		49,514		526,829
				3,988,056
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.7%
Advanced Semiconductor Engineering, Inc.(a)		86,000		116,522
Altera Corp.		11,360		581,632
Applied Materials, Inc.		29,726		571,334
ASM International NV		6,180		285,895
Fairchild Semiconductor International, Inc.(a)		18,159		315,603
Infineon Technologies AG		22,340		277,230
Intel Corp.		37,190		1,131,134
Linear Technology Corp.		20,950		926,619
Novatek Microelectronics Corp.		41,000		197,758
NVIDIA Corp.		27,699		557,027
SCREEN Holdings Co., Ltd.		49,000		308,367
Sumco Corp.		24,900		311,425
Tokyo Electron Ltd.		6,800		432,188
				6,012,734
SOFTWARE–1.7%
ANSYS, Inc.(a)		10,975		1,001,359
Aspen Technology, Inc.(a)		6,310		287,420
Dassault Systemes		9,100		660,607
Electronic Arts, Inc.(a)		8,794		584,801
Microsoft Corp.		38,510		1,700,216
Mobileye NV(a)(c)		16,082		855,080
Oracle Corp.		11,712		471,994
ServiceNow, Inc.(a)		7,065		525,000
				6,086,477
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.8%
Apple, Inc.		36,330		4,556,690
Casetek Holdings Ltd.		13,000		80,417
Catcher Technology Co., Ltd.		14,000		175,028
Hewlett-Packard Co.		43,000		1,290,430
Samsung Electronics Co., Ltd.		190		215,571
				6,318,136
				32,744,144
HEALTH CARE–7.0%
BIOTECHNOLOGY–1.5%
Biogen, Inc.(a)		7,122		2,876,861
Gilead Sciences, Inc.		21,780		2,550,002
				5,426,863
HEALTH CARE EQUIPMENT & SUPPLIES–0.8%
Align Technology, Inc.(a)		8,754	$	548,963
Essilor International SA		1,170		140,167
Intuitive Surgical, Inc.(a)		4,437		2,149,727
Sartorius AG (Preference Shares)		929		172,702
				3,011,559
HEALTH CARE PROVIDERS & SERVICES–1.7%
Aetna, Inc.		6,073		774,065
Anthem, Inc.		8,353		1,371,061
Premier, Inc.–Class A(a)		14,851		571,169
Quest Diagnostics, Inc.		5,934		430,334
UnitedHealth Group, Inc.		23,391		2,853,702
				6,000,331
LIFE SCIENCES TOOLS & SERVICES–0.9%
Eurofins Scientific SE(c)		4,134		1,258,616
Illumina, Inc.(a)		4,478		977,816
Mettler-Toledo International, Inc.(a)		1,949		665,506
Quintiles Transnational Holdings, Inc.(a)		7,563		549,149
				3,451,087
PHARMACEUTICALS–2.1%
GlaxoSmithKline PLC		39,200		815,044
Johnson & Johnson		18,000		1,754,280
Merck & Co., Inc.		17,399		990,525
Novo Nordisk A/S–Class B		13,070		717,214
Pfizer, Inc.		59,423		1,992,453
Roche Holding AG		3,760		1,054,272
Sun Pharmaceutical Industries Ltd.		8,560		117,673
				7,441,461
				25,331,301
INDUSTRIALS–6.6%
AEROSPACE & DEFENSE–1.1%
Airbus Group SE		8,720		567,997
General Dynamics Corp.		2,100		297,549
L-3 Communications Holdings, Inc.		6,575		745,474
Rockwell Collins, Inc.		13,950		1,288,283
Safran SA		3,950		268,439
Zodiac Aerospace		28,427		925,974
				4,093,716
AIRLINES–0.8%
Alaska Air Group, Inc.		9,390		604,998
Delta Air Lines, Inc.		16,429		674,903
International Consolidated Airlines Group SA(a)		65,430		508,463
Japan Airlines Co., Ltd.		3,400		118,488
JetBlue Airways Corp.(a)		31,864		661,497
Qantas Airways Ltd.(a)		125,180		304,185
				2,872,534

5

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

Company	Shares		U.S. $ Value
BUILDING PRODUCTS–0.0%
Assa Abloy AB		7,740	$	145,712
COMMERCIAL SERVICES & SUPPLIES–0.5%
APR Energy PLC		26,577		46,875
Babcock International Group PLC		59,555		1,009,007
Regus PLC		135,574		555,491
Waste Management, Inc.		2,844		131,819
				1,743,192
ELECTRICAL EQUIPMENT–0.5%
Acuity Brands, Inc.		3,620		651,528
AMETEK, Inc.		18,102		991,627
				1,643,155
INDUSTRIAL CONGLOMERATES–0.6%
Danaher Corp.		13,789		1,180,200
General Electric Co.		36,703		975,199
				2,155,399
INDUSTRIAL WAREHOUSE DISTRIBUTION–0.5%
CK Hutchison Holdings Ltd.		10,944		161,605
DCT Industrial Trust, Inc.		5,480		172,291
GLP J-Reit		104		99,294
Granite Real Estate Investment Trust		10,292		351,369
Hansteen Holdings PLC		68,120		123,624
Japan Logistics Fund, Inc.(c)		57		114,586
Mapletree Logistics Trust		211,689		177,606
Mexico Real Estate Management SA de CV(a)		59,400		82,349
Nippon Prologis REIT, Inc.		48		88,327
PLA Administradora Industrial S de RL de CV(a)		71,170		139,238
Prologis, Inc.		9,693		359,610
				1,869,899
MACHINERY–0.8%
Caterpillar, Inc.		1,280		108,569
Hoshizaki Electric Co., Ltd.		300		17,646
ITT Corp.		13,651		571,158
JTEKT Corp.		19,200		363,080
Pall Corp.		8,180		1,018,001
Wabtec Corp./DE		10,150		956,536
				3,034,990
MARINE–0.1%
AP Moeller–Maersk A/S–Class B		65		117,523
Nippon Yusen KK		156,000		434,312
				551,835
MIXED OFFICE INDUSTRIAL–0.1%
Goodman Group(c)		67,960		328,225
PROFESSIONAL SERVICES–1.0%
Adecco SA (REG)(a)		2,650	$	215,067
Bureau Veritas SA		36,009		830,078
Capita PLC		49,300		957,930
Robert Half International, Inc.		7,360		408,480
Teleperformance		14,674		1,036,689
				3,448,244
ROAD & RAIL–0.4%
Central Japan Railway Co.		2,600		469,182
CSX Corp.		6,888		224,893
JB Hunt Transport Services, Inc.		7,310		600,078
				1,294,153
TRADING COMPANIES & DISTRIBUTORS–0.2%
Brenntag AG		6,350		364,372
Bunzl PLC		7,760		211,688
				576,060
				23,757,114
CONSUMER STAPLES–3.8%
BEVERAGES–0.5%
Asahi Group Holdings Ltd.		3,200		101,626
Molson Coors Brewing Co.–Class B		1,000		69,810
Monster Beverage Corp.(a)		10,991		1,473,014
				1,644,450
FOOD & STAPLES RETAILING–1.4%
Costco Wholesale Corp.		9,500		1,283,070
CVS Health Corp.		26,030		2,730,026
Delhaize Group SA		4,790		389,606
Lenta Ltd. (GDR)(a)(b)		6,510		48,554
Olam International Ltd.		179,412		250,363
Sugi Holdings Co., Ltd.		1,500		76,529
Wal-Mart Stores, Inc.		4,446		315,355
				5,093,503
FOOD PRODUCTS–0.3%
Archer-Daniels-Midland Co.		4,200		202,524
Bunge Ltd.		1,020		89,556
Ingredion, Inc.		2,731		217,961
Mead Johnson Nutrition Co.–Class A		6,000		541,320
Unilever PLC		3,518		151,060
				1,202,421
HOUSEHOLD PRODUCTS–0.3%
Henkel AG & Co. KGaA		2,262		215,695
Procter & Gamble Co. (The)		6,101		477,342
Reckitt Benckiser Group PLC		2,780		239,731
				932,768
PERSONAL PRODUCTS – 0.3%
Estee Lauder Cos., Inc. (The)–Class A		9,430		817,204
L’Oreal SA		1,670		298,798
				1,116,002

6

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
TOBACCO–1.0%
Altria Group, Inc.		11,565	$	565,644
British American Tobacco PLC		27,689		1,490,845
Imperial Tobacco Group PLC		11,250		541,825
Japan Tobacco, Inc.		10,700		380,377
Philip Morris International, Inc.		8,105		649,778
				3,628,469
				13,617,613
EQUITY: OTHER–3.6%
DIVERSIFIED/SPECIALTY–2.8%
American Realty Capital Properties, Inc.		16,300		132,519
Boral Ltd.		56,760		255,695
British Land Co. PLC (The)		42,753		532,536
Buzzi Unicem SpA(c)		12,990		185,056
CA Immobilien Anlagen AG(a)		17,720		309,168
CBRE Group, Inc.–Class A(a)		9,510		351,870
Cheung Kong Property Holdings Ltd.(a)		28,444		235,212
ClubCorp Holdings, Inc.		19,114		456,442
Cofinimmo SA		2,495		257,919
Duke Realty Corp.		13,570		251,995
East Japan Railway Co.		2,100		188,788
Folkestone Education Trust		51,780		83,897
Fukuoka REIT Corp.(c)		40		69,736
GPT Group (The)(c)		102,030		336,358
Gramercy Property Trust, Inc.		20,507		479,249
Hemfosa Fastigheter AB		24,020		244,733
IMMOFINANZ AG(a)		74,350		175,600
Kaisa Group Holdings Ltd.(a)(c)(d)(e)		409,000		82,311
Kennedy Wilson Europe Real Estate PLC		22,084		394,186
Lend Lease Group		45,586		527,077
Leopalace21 Corp.(a)		18,800		115,221
Merlin Properties Socimi SA(a)		44,514		543,905
Mitsubishi Estate Co., Ltd.		23,000		495,376
Mitsui Fudosan Co., Ltd.		21,100		590,439
New World Development Co., Ltd.		198,000		259,737
Nomura Real Estate Holdings, Inc.		3,500		73,460
Orix JREIT, Inc.		126		181,480
Spirit Realty Capital, Inc.		43,191		417,657
Sumitomo Realty & Development Co., Ltd.		16,000		560,750
Sun Hung Kai Properties Ltd.		48,600		788,362
Taiheiyo Cement Corp.		18,000		52,639
UOL Group Ltd.(c)		43,961		225,642
Vornado Realty Trust		1,960		186,063
West China Cement Ltd.		632,000		122,927
				10,164,005
HEALTH CARE–0.6%
Chartwell Retirement Residences		20,060		184,378
HCP, Inc.		18,160		662,295
Health Care REIT, Inc.		5,190		340,620
LTC Properties, Inc.		8,940	$	371,904
Ventas, Inc.		6,510		404,206
				1,963,403
TRIPLE NET–0.2%
National Retail Properties, Inc.		13,200		462,132
Realty Income Corp.(c)		7,670		340,471
				802,603
				12,930,011
ENERGY–2.8%
ENERGY EQUIPMENT & SERVICES–0.1%
Aker Solutions ASA(b)		14,840		83,222
National Oilwell Varco, Inc.		2,700		130,356
				213,578
OIL, GAS & CONSUMABLE FUELS–2.7%
BG Group PLC		37,120		618,226
Chevron Corp.		8,875		856,171
EOG Resources, Inc.		9,310		815,091
Exxon Mobil Corp.		24,000		1,996,800
Hess Corp.		16,359		1,094,090
JX Holdings, Inc.		85,100		366,896
LUKOIL OAO (London) (Sponsored ADR)(c)		2,310		103,742
Marathon Petroleum Corp.		6,725		351,785
Murphy Oil Corp.		13,678		568,595
Occidental Petroleum Corp.		5,381		418,480
Petroleo Brasileiro SA (Sponsored ADR)(a)		20,650		168,504
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		10,595		301,320
SM Energy Co.		10,665		491,870
TOTAL SA		11,080		543,484
Valero Energy Corp.		16,962		1,061,821
				9,756,875
				9,970,453
RETAIL–1.9%
REGIONAL MALL–0.7%
General Growth Properties, Inc.		7,510		192,706
Pennsylvania Real Estate Investment Trust		17,770		379,212
Simon Property Group, Inc.		8,086		1,399,040
Westfield Corp.		41,920		294,435
WP GLIMCHER, Inc.		17,658		238,913
				2,504,306
SHOPPING CENTER/OTHER RETAIL–1.2%
Aeon Mall Co., Ltd.		13,500		252,798
DDR Corp.		19,970		308,736
Fibra Shop Portafolios Inmobiliarios SAPI de CV		128,490		142,408
Hammerson PLC		22,530		217,737
Japan Retail Fund Investment Corp.		115		229,964
JB Hi-Fi Ltd.(c)		10,780		161,841
Klepierre		9,613		423,832

7

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

Company	Shares		U.S. $ Value
Link REIT (The)		34,768	$	203,684
Mercialys SA		12,420		277,136
Ramco-Gershenson Properties Trust		22,650		369,648
Retail Opportunity Investments Corp.		22,800		356,136
RioCan Real Estate Investment Trust (Toronto)		4,973		106,587
Scentre Group		188,849		545,529
Unibail-Rodamco SE		1,939		492,515
Vastned Retail NV		6,634		292,998
				4,381,549
				6,885,855
RESIDENTIAL–1.9%
MULTI-FAMILY–1.4%
AvalonBay Communities, Inc.		3,910		625,092
Barratt Developments PLC		19,110		184,322
China Resources Land Ltd.		84,000		271,853
China Vanke Co., Ltd.–Class H(c)		92,260		226,521
CIFI Holdings Group Co., Ltd.		640,000		168,431
Deutsche Annington Immobilien SE		7,052		198,993
Emlak Konut Gayrimenkul Yatirim Ortakligi AS		149,590		154,038
Equity Residential		5,160		362,077
Essex Property Trust, Inc.		2,595		551,437
Ichigo Real Estate Investment Corp.		202		146,083
Irish Residential Properties REIT PLC		101,290		125,345
Japan Rental Housing Investments, Inc.(c)		163		114,486
Kenedix Residential Investment Corp.(c)		34		100,645
KWG Property Holding Ltd.		148,000		124,335
Mid-America Apartment Communities, Inc.		6,880		500,933
Stockland(c)		137,209		433,268
Sun Communities, Inc.		5,101		315,395
UNITE Group PLC (The)		21,290		191,178
Wing Tai Holdings Ltd.		124,200		175,602
				4,970,034
SELF STORAGE–0.5%
CubeSmart		19,580		453,473
Extra Space Storage, Inc.		6,870		448,062
National Storage Affiliates Trust		20,253		251,137
Public Storage		1,900		350,303
Safestore Holdings PLC		46,690		207,430
				1,710,405
				6,680,439
UTILITIES–1.5%
ELECTRIC UTILITIES–0.7%
American Electric Power Co., Inc.		10,800		572,076
Edison International		14,633		813,302

Company	Shares		U.S. $ Value
EDP–Energias de Portugal SA		123,410	$	470,191
Electricite de France SA		10,640		238,002
Enel SpA		40,691		184,424
FirstEnergy Corp.		2,857		92,995
Westar Energy, Inc.		10,000		342,200
				2,713,190
GAS UTILITIES–0.2%
UGI Corp.		20,700		713,115
INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.4%
AES Corp./VA		31,244		414,295
Calpine Corp.(a)		40,044		720,392
Huadian Power International Corp., Ltd.–Class H		130,000		144,644
				1,279,331
MULTI-UTILITIES–0.2%
PG&E Corp.		10,091		495,468
Public Service Enterprise Group, Inc.		3,500		137,480
				632,948
				5,338,584
TELECOMMUNICATION SERVICES–1.5%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%
AT&T, Inc.		10,161		360,919
Bezeq The Israeli Telecommunication Corp., Ltd.		63,518		108,169
BT Group PLC		63,730		451,294
CenturyLink, Inc.		3,700		108,706
Level 3 Communications, Inc.(a)		18,160		956,487
Nippon Telegraph & Telephone Corp.		17,200		622,911
Telefonica Brasil SA (Preference Shares)		14,573		204,175
Telenor ASA		6,620		145,142
				2,957,803
WIRELESS TELECOMMUNICATION SERVICES–0.7%
China Mobile Ltd.		15,000		192,199
SK Telecom Co., Ltd.		470		105,165
SoftBank Corp.		9,300		547,798
Sunrise Communications Group AG(a)(b)		1,938		161,619
Turkcell Iletisim Hizmetleri AS		25,770		118,556
Vodafone Group PLC		154,513		563,647
Vodafone Group PLC (Sponsored ADR)		16,900		616,005
				2,304,989
				5,262,792

8

AB Variable Products Series Fund

Company		Shares				U.S. $ Value
MATERIALS–1.4%
CHEMICALS–1.2%
Arkema SA			3,556			$	257,054
CF Industries Holdings, Inc.			12,635				812,178
Denki Kagaku Kogyo KK			39,000				173,298
Essentra PLC			87,034				1,357,294
Incitec Pivot Ltd.			41,216				122,195
JSR Corp.			20,200				356,597
Koninklijke DSM NV			4,938				286,701
LyondellBasell Industries NV–Class A			8,300				859,216
Monsanto Co.			4,149				442,242
							4,666,775
METALS & MINING–0.1%
Alcoa, Inc.			8,700				97,005
Novolipetsk Steel OJSC (GDR)(b)			7,780				103,474
							200,479
PAPER & FOREST PRODUCTS–0.1%
Mondi PLC			12,180				262,226
							5,129,480
OFFICE–1.0%
OFFICE–1.0%
Allied Properties Real Estate Investment Trust			7,776				220,642
alstria office REIT-AG(a)(c)			16,288				209,822
Boston Properties, Inc.			1,764				213,514
Cousins Properties, Inc.			25,200				261,576
Dream Office Real Estate Investment Trust			9,836				193,255
Entra ASA(b)			18,146				168,952
Fabege AB			21,670				295,299
Highwoods Properties, Inc.			6,730				268,863
Hongkong Land Holdings Ltd.			56,500				463,300
Hudson Pacific Properties, Inc.			7,440				211,073
Investa Office Fund			50,000				146,471
Japan Real Estate Investment Corp.			58				263,220
Kenedix Office Investment Corp.–Class A			59				295,521
Kilroy Realty Corp.			1,320				88,638
NTT Urban Development Corp.			11,000				109,261
Workspace Group PLC			13,910				196,638
							3,606,045
LODGING–0.6%
LODGING–0.6%
Ashford Hospitality Trust, Inc.			24,011				203,133
Ashford, Inc.(a)			408				35,606
Host Hotels & Resorts, Inc.			5,370				106,487
Japan Hotel REIT Investment Corp.			215				143,073
Pebblebrook Hotel Trust			9,310				399,213
RLJ Lodging Trust			17,680				526,511
Starwood Hotels & Resorts Worldwide, Inc.			2,170				175,965
Summit Hotel Properties, Inc.			15,810				205,688
Wyndham Worldwide Corp.			6,430				526,681
							2,322,357
MORTGAGE–0.2%
MORTGAGE–0.2%
Blackstone Mortgage Trust, Inc.–Class A					5,980			$	166,364
Concentradora Hipotecaria SAPI de CV					104,000				173,030
First American Financial Corp.					10,081				375,114
									714,508
FINANCIAL: OTHER–0.1%
FINANCIAL: OTHER–0.1%
HFF, Inc.–Class A					6,420				267,906
REAL ESTATE–0.0%
DEVELOPERS–0.0%
Daelim Industrial Co., Ltd.					1,420				104,238
Total Common Stocks (cost $184,334,268)									226,430,327
				Principal Amount (000)
CORPORATES– INVESTMENT GRADE–8.7%
INDUSTRIAL–5.6%
BASIC–0.5%
Barrick Gold Corp. 4.10%, 5/01/23	U.S.$				125				121,797
Dow Chemical Co. (The) 4.125%, 11/15/21					165				173,068
Eastman Chemical Co. 3.80%, 3/15/25					110				109,806
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc. 6.50%, 11/15/20					49				51,818
Glencore Funding LLC 4.125%, 5/30/23(b)					126				121,894
International Paper Co. 3.65%, 6/15/24					31				30,554
5.15%, 5/15/46					11				10,567
LyondellBasell Industries NV 5.75%, 4/15/24					200				227,835
Minsur SA 6.25%, 2/07/24(b)					333				364,892
Mosaic Co. (The) 5.625%, 11/15/43					18				19,177
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(b)					237				205,005
Teck Resources Ltd. 4.50%, 1/15/21					215				206,388
Vale Overseas Ltd. 6.875%, 11/21/36					65				62,843
									1,705,644
CAPITAL GOODS–0.1%
Odebrecht Finance Ltd. 5.25%, 6/27/29(b)					217				162,794

9

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

			Principal Amount (000)		U.S. $ Value
Owens Corning 6.50%, 12/01/16(f)	U.S.$			11	$	11,698
Republic Services, Inc. 3.80%, 5/15/18				17		17,884
Yamana Gold, Inc. 4.95%, 7/15/24				277		266,815
						459,191
COMMUNICATIONS– MEDIA–1.1%
21st Century Fox America, Inc. 3.00%, 9/15/22				400		390,820
6.15%, 2/15/41				130		150,963
CBS Corp. 3.50%, 1/15/25				215		205,706
5.75%, 4/15/20				250		281,804
Comcast Corp. 5.15%, 3/01/20				451		507,678
Cox Communications, Inc. 2.95%, 6/30/23(b)				91		83,868
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc. 3.80%, 3/15/22				75		75,431
4.45%, 4/01/24				107		109,494
5.00%, 3/01/21				290		314,030
Discovery Communications LLC 3.45%, 3/15/25				176		165,149
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(b)(g)				233		247,854
RELX Capital, Inc. 8.625%, 1/15/19				435		523,110
Time Warner Cable, Inc. 4.125%, 2/15/21				165		170,353
4.50%, 9/15/42				85		69,335
Time Warner, Inc. 3.55%, 6/01/24				99		96,547
4.70%, 1/15/21				123		132,915
7.625%, 4/15/31				110		143,037
Viacom, Inc. 3.875%, 4/01/24				300		293,744
5.625%, 9/15/19				83		92,325
						4,054,163
COMMUNICATIONS– TELE-COMMUNICATIONS–0.6%
American Tower Corp. 5.05%, 9/01/20				380		412,932
AT&T, Inc. 3.40%, 5/15/25				475		453,011
Deutsche Telekom International Finance BV 4.875%, 3/06/42(b)				340		340,059
Rogers Communications, Inc. 4.00%, 6/06/22		CAD		46		39,286
Telefonica Emisiones SAU 5.462%, 2/16/21	U.S.$			185		204,563

		Principal Amount (000)		U.S. $ Value
Verizon Communications, Inc. 3.50%, 11/01/24	U.S.$		418	$	406,571
6.55%, 9/15/43			297		347,417
					2,203,839
CONSUMER CYCLICAL–AUTOMOTIVE–0.3%
Ford Motor Credit Co. LLC 5.875%, 8/02/21			915		1,041,687
General Motors Co. 3.50%, 10/02/18			130		134,226
					1,175,913
CONSUMER CYCLICAL–OTHER–0.0%
Host Hotels & Resorts LP Series D 3.75%, 10/15/23			10		9,810
CONSUMER CYCLICAL–RETAILERS –0.1%
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22			201		208,414
Walgreens Boots Alliance, Inc. 3.80%, 11/18/24			320		313,401
					521,815
CONSUMER NON-CYCLICAL–1.1%
AbbVie, Inc. 3.60%, 5/14/25			254		251,052
Actavis Funding SCS 3.80%, 3/15/25			282		277,015
3.85%, 6/15/24			89		87,927
Agilent Technologies, Inc. 5.00%, 7/15/20			71		77,749
Altria Group, Inc. 2.625%, 1/14/20			320		318,756
AstraZeneca PLC 6.45%, 9/15/37			90		114,563
Baxalta, Inc. 5.25%, 6/23/45(b)			130		130,709
Bayer US Finance LLC 3.375%, 10/08/24(b)			321		319,310
Becton Dickinson and Co. 3.734%, 12/15/24			141		140,526
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			69		69,062
8.50%, 6/15/19			155		187,375
Grupo Bimbo SAB de CV 3.875%, 6/27/24(b)			339		337,871
HJ Heinz Co. 2.80%, 7/02/20(b)			130		130,101
3.50%, 7/15/22(b)			162		162,380
Laboratory Corp. of America Holdings 3.60%, 2/01/25			100		95,641
Medtronic, Inc. 3.50%, 3/15/25(b)			320		318,908
Perrigo Finance PLC 3.50%, 12/15/21			300		300,582

10

AB Variable Products Series Fund

			Principal Amount (000)		U.S. $ Value
Reynolds American, Inc. 3.25%, 11/01/22	U.S.$			220	$	211,894
5.85%, 8/15/45				79		82,863
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24				121		123,293
Tyson Foods, Inc. 2.65%, 8/15/19				64		64,422
3.95%, 8/15/24				206		207,512
						4,009,511
ENERGY–1.3%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43				111		87,974
Encana Corp. 3.90%, 11/15/21				140		142,850
Energy Transfer Partners LP 7.50%, 7/01/38				248		283,439
EnLink Midstream Partners LP 5.05%, 4/01/45				215		194,976
Enterprise Products Operating LLC 3.70%, 2/15/26				278		269,177
5.20%, 9/01/20				185		205,910
Kinder Morgan Energy Partners LP 2.65%, 2/01/19				302		299,485
3.95%, 9/01/22				424		414,633
Kinder Morgan, Inc./DE 5.00%, 2/15/21(b)				250		264,481
Marathon Petroleum Corp. 5.125%, 3/01/21				163		179,005
Noble Energy, Inc. 3.90%, 11/15/24				170		167,614
8.25%, 3/01/19				374		445,603
Noble Holding International Ltd. 4.90%, 8/01/20				3		3,084
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24				232		223,927
Reliance Holding USA, Inc. 5.40%, 2/14/22(b)				315		339,923
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44				295		268,594
TransCanada PipeLines Ltd. 6.35%, 5/15/67				120		114,000
Valero Energy Corp. 6.125%, 2/01/20				175		199,872
Weatherford International Ltd./Bermuda 9.625%, 3/01/19				230		268,542
Williams Partners LP 4.125%, 11/15/20				155		160,770
						4,533,859
OTHER INDUSTRIAL–0.1%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17(b)	U.S.$			320	$	319,040
TECHNOLOGY–0.4%
Hewlett-Packard Co. 4.65%, 12/09/21				114		121,002
KLA-Tencor Corp. 4.65%, 11/01/24				225		224,877
Motorola Solutions, Inc. 3.50%, 3/01/23				156		147,134
7.50%, 5/15/25				35		42,254
Seagate HDD Cayman 4.75%, 1/01/25(b)				127		126,219
Tencent Holdings Ltd. 3.375%, 5/02/19(b)				335		343,952
Total System Services, Inc. 2.375%, 6/01/18				141		140,602
3.75%, 6/01/23				139		136,555
						1,282,595
						20,275,380
FINANCIAL INSTITUTIONS–2.7%
BANKING–1.7%
Barclays Bank PLC 6.625%, 3/30/22(b)		EUR		84		115,939
Barclays PLC 4.375%, 9/11/24	U.S.$			257		246,480
Citigroup, Inc. 3.875%, 3/26/25				235		225,076
Compass Bank 5.50%, 4/01/20				314		341,649
Countrywide Financial Corp. 6.25%, 5/15/16				92		95,612
Credit Suisse Group Funding Guernsey Ltd. 3.75%, 3/26/25(b)				390		375,443
Goldman Sachs Group, Inc. (The) 5.15%, 5/22/45				65		62,563
5.75%, 1/24/22				335		381,052
Series D 6.00%, 6/15/20				440		502,799
ING Bank NV 2.00%, 9/25/15(b)				480		481,242
Morgan Stanley 5.625%, 9/23/19				168		188,260
Series G 5.50%, 7/24/20				189		211,959
Murray Street Investment Trust I 4.647%, 3/09/17				44		46,219
Nationwide Building Society 6.25%, 2/25/20(b)				465		542,204
Nordea Bank AB 6.125%, 9/23/24(b)(g)				200		197,187
PNC Bank NA 3.80%, 7/25/23				685		701,752

11

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

		Principal Amount (000)		U.S. $ Value
Rabobank Capital Funding Trust III 5.254%, 10/21/16(b)(g)	U.S.$		190	$	196,080
Santander UK PLC 5.00%, 11/07/23(b)			200		204,657
Standard Chartered PLC Series E 4.00%, 7/12/22(b)			470		481,181
UBS AG/Stamford CT 7.625%, 8/17/22			380		445,360
					6,042,714
BROKERAGE–0.1%
Nomura Holdings, Inc. 2.00%, 9/13/16			468		471,410
FINANCE–0.1%
Aviation Capital Group Corp. 7.125%, 10/15/20(b)			173		201,421
INSURANCE–0.6%
Allied World Assurance Co. Holdings Ltd. 7.50%, 8/01/16			160		169,869
American International Group, Inc. 4.875%, 6/01/22			155		170,022
6.40%, 12/15/20			300		356,653
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24(b)(g)			320		337,600
Hartford Financial Services Group, Inc. (The) 5.125%, 4/15/22			180		199,625
5.50%, 3/30/20			242		271,375
Lincoln National Corp. 8.75%, 7/01/19			98		120,152
MetLife, Inc. 10.75%, 8/01/39			70		113,400
Series C 5.25%, 6/15/20(g)			159		157,609
Prudential Financial, Inc. 5.625%, 6/15/43			200		207,300
XLIT Ltd. 6.375%, 11/15/24			157		185,035
					2,288,640
REITS–0.2%
Health Care REIT, Inc. 5.25%, 1/15/22			300		328,159
Trust F/1401 5.25%, 12/15/24(b)			270		280,800
					608,959
					9,613,144
UTILITY–0.4%
ELECTRIC–0.2%
CMS Energy Corp. 5.05%, 3/15/22			155		170,572
Constellation Energy Group, Inc. 5.15%, 12/01/20			89		98,484
Entergy Corp. 4.00%, 7/15/22	U.S.$		223	$	224,715
Exelon Corp. 5.10%, 6/15/45			125		125,500
Exelon Generation Co. LLC 4.25%, 6/15/22			128		131,020
Pacific Gas & Electric Co. 6.05%, 3/01/34			38		45,684
					795,975
NATURAL GAS–0.2%
Talent Yield Investments Ltd. 4.50%, 4/25/22(b)			490		505,190
					1,301,165
Total Corporates–Investment Grade (cost $30,398,122)					31,189,689
MORTGAGE PASS-THROUGHS–7.4%
AGENCY FIXED RATE 30-YEAR–6.9%
Federal Home Loan Mortgage Corp. Gold Series 2005 5.50%, 1/01/35			321		360,104
Series 2007
5.50%, 7/01/35			32		35,935
Federal National Mortgage Association 3.00%, 8/01/45, TBA			3,704		3,679,403
3.50%, 5/01/42-6/01/45			3,143		3,255,731
3.50%, 8/01/45, TBA			2,938		3,019,484
4.00%, 8/01/45, TBA			4,603		4,865,515
4.50%, 8/25/45, TBA			3,811		4,114,391
5.00%, 12/01/39			206		227,916
Series 2004
5.50%, 2/01/34-11/01/34			120		135,366
Series 2007
5.50%, 1/01/37-8/01/37			450		507,230
Series 2008
5.50%, 8/01/37			195		220,159
Series 2015
3.50%, 4/01/45			613		634,691
Government National Mortgage Association 3.00%, 7/01/45, TBA			1,740		1,756,720
3.50%, 7/01/45, TBA			1,855		1,925,287
					24,737,932
AGENCY FIXED RATE 15-YEAR–0.5%
Federal National Mortgage Association 2.50%, 8/01/30, TBA			862		870,418
3.00%, 8/01/30, TBA			693		716,226
3.50%, 8/01/30, TBA			317		333,767
					1,920,411
Total Mortgage Pass-Throughs (cost $26,513,848)					26,658,343

12

AB Variable Products Series Fund

			Principal Amount (000)		U.S. $ Value
GOVERNMENTS–TREASURIES –5.8%
BRAZIL–0.2%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17		BRL		1,670	$	509,509
UNITED STATES–5.6%
U.S. Treasury Bonds 2.75%, 8/15/42	U.S.$			280		260,510
3.00%, 5/15/45				495		485,100
3.125%, 2/15/43-8/15/44				650		650,976
3.375%, 5/15/44				234		245,687
3.625%, 8/15/43-2/15/44				1,380		1,517,755
4.375%, 2/15/38				1,027		1,263,382
4.50%, 2/15/36				223		280,388
4.625%, 2/15/40				1,510		1,925,603
U.S. Treasury Notes 0.625%, 5/31/17				3,914		3,913,289
1.25%, 10/31/18				1,115		1,118,833
1.375%, 3/31/20				1,555		1,539,693
1.375%, 4/30/20(h)				694		686,013
1.50%, 1/31/19				288		290,633
1.625%, 8/31/19				545		549,386
2.00%, 11/15/21				645		646,159
2.50%, 8/15/23-5/15/24				3,123		3,178,094
2.75%, 2/15/24				1,597		1,658,218
						20,209,719
Total Governments–Treasuries (cost $20,265,803)						20,719,228
ASSET-BACKED SECURITIES –5.0%
AUTOS–FIXED RATE–3.1%
Ally Master Owner Trust Series 2015-3, Class A 1.63%, 5/15/20				454		454,581
AmeriCredit Automobile Receivables Trust Series 2011-3, Class D
4.04%, 7/10/17				320		323,325
Series 2013-3, Class A3
0.92%, 4/09/18				491		491,551
Series 2013-4, Class A3
0.96%, 4/09/18				236		236,456
Series 2013-5, Class A2A
0.65%, 3/08/17				12		11,953
Series 2014-1, Class A3
0.90%, 2/08/19				310		309,711
ARI Fleet Lease Trust Series 2014-A, Class A2 0.81%, 11/15/22(b)				110		110,056
Avis Budget Rental Car Funding AESOP LLC Series 2014-1A, Class A 2.46%, 7/20/20(b)				705		711,330
Bank of The West Auto Trust Series 2015-1, Class A3 1.31%, 10/15/19(b)				452		451,908
California Republic Auto Receivables Trust
Series 2014-2, Class A4
1.57%, 12/16/19	U.S.$			203	$	203,640
Series 2015-2, Class A3
1.31%, 8/15/19				208		207,941
Capital Auto Receivables Asset Trust
Series 2013-3, Class A2
1.04%, 11/21/16				238		238,259
Series 2014-1, Class B
2.22%, 1/22/19				80		80,807
Carfinance Capital Auto Trust Series 2013-1A, Class A 1.65%, 7/17/17(b)				4		3,969
CPS Auto Receivables Trust
Series 2013-B, Class A
1.82%, 9/15/20(b)				151		151,233
Series 2014-B, Class A
1.11%, 11/15/18(b)				121		120,641
Drive Auto Receivables Trust Series 2015-BA, Class A2A 0.93%, 12/15/17(b)				216		216,141
Enterprise Fleet Financing LLC
Series 2014-1, Class A2
0.87%, 9/20/19(b)				163		162,459
Series 2014-2, Class A2
1.05%, 3/20/20(b)				265		265,296
Series 2015-1, Class A2
1.30%, 9/20/20(b)				446		446,468
Exeter Automobile Receivables Trust
Series 2013-1A, Class A
1.29%, 10/16/17(b)				25		25,074
Series 2014-1A, Class A
1.29%, 5/15/18(b)				56		55,842
Series 2014-2A, Class A
1.06%, 8/15/18(b)				60		59,430
Fifth Third Auto Trust Series 2014-3, Class A4 1.47%, 5/17/21				268		268,307
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(b)				45		44,583
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16(b)		CAD		52		41,434
Ford Credit Auto Lease Trust Series 2014-B, Class A3 0.89%, 9/15/17	U.S.$			244		244,168
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18				155		154,553
Series 2014-2, Class A
2.31%, 4/15/26(b)				440		445,185
Series 2014-B, Class A2
0.47%, 3/15/17				170		169,527

13

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

		Principal Amount (000)		U.S. $ Value
Ford Credit Floorplan Master Owner Trust A Series 2015-2, Class A1 1.98%, 1/15/22	U.S.$		322	$	319,075
GM Financial Automobile Leasing Trust
Series 2015-1, Class A2
1.10%, 12/20/17			449		449,390
Series 2015-2, Class A3
1.68%, 12/20/18			412		411,991
GMF Floorplan Owner Revolving Trust Series 2015-1, Class A1 1.65%, 5/15/20(b)			221		221,239
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3
1.10%, 9/15/19			270		269,894
Series 2015-1, Class A3
1.41%, 6/15/20			126		126,328
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(b)			345		345,128
Series 2013-1A, Class B2
2.48%, 8/25/19(b)			192		188,088
Hyundai Auto Lease Securitization Trust Series 2015-A, Class A2 1.00%, 10/16/17(b)			305		305,240
Series 2015-B, Class A3
1.40%, 11/15/18(b)			213		212,641
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			140		141,279
Nissan Auto Lease Trust Series 2015-A, Class A3 1.40%, 6/15/18			370		369,926
Santander Drive Auto Receivables Trust Series 2013-4, Class A3
1.11%, 12/15/17			218		217,723
Series 2014-2, Class A3
0.80%, 4/16/18			335		335,043
Series 2015-3, Class A2A
1.02%, 9/17/18			220		220,001
TCF Auto Receivables Owner Trust Series 2015-1A, Class A2 1.02%, 8/15/18(b)			297		297,100
					11,135,914
CREDIT CARDS–FIXED RATE–0.7%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20			141		141,247
Barclays Dryrock Issuance Trust
Series 2014-3, Class A
2.41%, 7/15/22	U.S.$		326	$	330,558
Series 2015-2, Class A
1.56%, 3/15/21			214		213,995
Chase Issuance Trust Series 2014-A1, Class A1 1.15%, 1/15/19			270		270,687
Discover Card Execution Note Trust Series 2015-A2, Class A 1.90%, 10/17/22			415		411,511
Synchrony Credit Card Master Note Trust Series 2012-2, Class A 2.22%, 1/15/22			379		383,731
World Financial Network Credit Card Master Trust
Series 2012-B, Class A
1.76%, 5/17/21			310		312,851
Series 2013-A, Class A
1.61%, 12/15/21			246		245,914
					2,310,494
CREDIT CARDS–FLOATING RATE–0.4%
Cabela’s Credit Card Master Note Trust Series 2012-1A, Class A2 0.716%, 2/18/20(b)(f)			325		325,718
Discover Card Execution Note Trust Series 2015-A1, Class A1 0.536%, 8/17/20(f)			240		240,072
First National Master Note Trust Series 2013-2, Class A 0.716%, 10/15/19(f)			346		346,543
World Financial Network Credit Card Master Trust
Series 2014-A, Class A
0.566%, 12/15/19(f)			295		295,540
Series 2015-A, Class A
0.666%, 2/15/22(f)			256		255,878
					1,463,751
AUTOS–FLOATING RATE–0.4%
GE Dealer Floorplan Master Note Trust
Series 2014-1, Class A
0.567%, 7/20/19(f)			203		201,909
Series 2015-1, Class A
0.687%, 1/20/20(f)			384		384,012
Hertz Fleet Lease Funding LP Series 2013-3, Class A 0.735%, 12/10/27(b)(f)			237		237,036

14

AB Variable Products Series Fund

			Principal Amount (000)		U.S. $ Value
Navistar Financial Dealer Note Master Trust Series 2014-1, Class A 0.937%, 10/25/19(b)(f)	U.S.$			207	$	207,006
NCF Dealer Floorplan Master Trust Series 2014-1A, Class A 1.687%, 10/20/20(b)(f)				320		320,009
						1,349,972
OTHER ABS–FIXED RATE–0.3%
CIT Equipment Collateral Series 2014-VT1, Class A2 0.86%, 5/22/17(b)				319		318,951
CNH Capital Canada Receivables Trust Series 2014-1A, Class A1 1.388%, 3/15/17(b)		CAD		6		5,133
CNH Equipment Trust
Series 2014-B, Class A4
1.61%, 5/17/21	U.S.$			210		210,972
Series 2015-A, Class A4
1.85%, 4/15/21				227		227,146
Dell Equipment Finance Trust Series 2015-1, Class A3 1.30%, 3/23/20(b)				173		172,899
SBA Tower Trust Series 2014-1A, Class C 2.898%, 10/15/44(b)				251		252,257
						1,187,358
HOME EQUITY LOANS–FLOATING RATE–0.1%
GSAA Trust Series 2006-5, Class 2A3 0.457%, 3/25/36(f)				366		249,087
Residential Asset Securities Corp. Trust Series 2003-KS3, Class A2 0.787%, 5/25/33(f)				1		829
						249,916
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33				74		74,737
Total Asset-Backed Securities (cost $17,764,930)						17,772,142
COMMERCIAL MORTGAGE-BACKED SECURITIES–3.6%
NON-AGENCY FIXED RATE CMBS–3.1%
Banc of America Commercial Mortgage Trust
Series 2007-4, Class A1A
5.774%, 2/10/51				550		588,326
Series 2007-5, Class AM
5.772%, 2/10/51	U.S.$			150	$	157,395
Bear Stearns Commercial Mortgage Securities Trust Series 2006-PW13, Class AJ 5.611%, 9/11/41				184		186,892
BHMS Mortgage Trust Series 2014-ATLS, Class AFX 3.601%, 7/05/33(b)				335		336,826
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/35(b)				495		501,037
Citigroup Commercial Mortgage Trust
Series 2006-C4, Class A1A 5.969%, 3/15/49				229		234,421
Series 2015-GC27, Class A5 3.137%, 2/10/48				246		241,737
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.959%, 5/15/46				271		289,582
Commercial Mortgage Loan Trust Series 2008-LS1, Class A1A 6.239%, 12/10/49				1,007		1,086,044
Commercial Mortgage Trust
Series 2006-C8, Class A1A 5.292%, 12/10/46				424		446,265
Series 2006-C8, Class A4 5.306%, 12/10/46				305		317,105
Series 2013-SFS, Class A1 1.873%, 4/12/35(b)				204		200,122
Credit Suisse Commercial Mortgage Trust Series 2007-C3, Class AM 5.89%, 6/15/39				155		162,036
DBUBS 2011-LC1 Mortgage Trust Series 2011-LC1A, Class E 5.735%, 11/10/46(b)				130		138,686
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(b)				330		327,242
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(b)				482		489,690
GS Mortgage Securities Trust Series 2007-GG10, Class A4 5.989%, 8/10/45				199		212,272

15

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

		Principal Amount (000)		U.S. $ Value
Series 2013-G1, Class A2 3.557%, 4/10/31(b)	U.S.$		276	$	275,474
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41(b)			109		108,566
Series 2007-CB19, Class AM 5.885%, 2/12/49			175		185,471
Series 2007-LD12, Class AM 6.208%, 2/15/51			280		300,781
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			591		623,940
Series 2008-C2, Class A1A 5.998%, 2/12/51			269		291,791
Series 2010-C2, Class A1 2.749%, 11/15/43(b)			173		173,275
Series 2011-C5, Class D 5.50%, 8/15/46(b)			100		104,053
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31			517		522,313
Series 2007-C1, Class AM 5.455%, 2/15/40			100		105,525
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41(b)			188		190,538
Series 2015-3, Class A2 2.729%, 4/20/48(b)			258		259,865
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			297		308,094
ML-CFC Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			264		275,612
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			86		86,314
Series 2012-C4, Class A5 2.85%, 12/10/45			168		166,245
Wachovia Bank Commercial Mortgage Trust Series 2006-C23, Class A5 5.416%, 1/15/45			616		624,084
Series 2006-C26, Class A1A 6.009%, 6/15/45			140		144,663
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			456		463,821
Series 2014-C20, Class A2 3.036%, 5/15/47	U.S.$		206	$	213,784
					11,339,887
NON-AGENCY FLOATING RATE CMBS–0.5%
Carefree Portfolio Trust Series 2014-CARE, Class A 1.506%, 11/15/19(b)(f)			169		169,331
Commercial Mortgage Trust Series 2014-KYO, Class A 1.088%, 6/11/27(b)(f)			208		208,278
Series 2014-SAVA, Class A 1.336%, 6/15/34(b)(f)			191		191,181
H/2 Asset Funding NRE Series 2015-1A 1.837%, 6/24/49(b)(f)			256		256,100
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.106%, 6/15/29(b)(f)			339	$	338,089
PFP III Ltd. Series 2014-1, Class A 1.356%, 6/14/31(b)(f)			176		175,328
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.236%, 4/15/32(b)(f)			157		156,453
Starwood Retail Property Trust Series 2014-STAR, Class A 1.402%, 11/15/27(b)(f)			183		182,263
					1,677,023
Total Commercial Mortgage-Backed Securities (cost $13,303,483)					13,016,910
COLLATERALIZED MORTGAGE OBLIGATIONS–1.7%
GSE RISK SHARE FLOATING RATE–0.9%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes Series 2013-DN2, Class M2 4.437%, 11/25/23(f)			340		344,079
Series 2014-DN3, Class M3 4.187%, 8/25/24(f)			330		325,781
Series 2014-DN4, Class M3 4.737%, 10/25/24(f)			250		255,766
Series 2015-DNA1, Class M3 3.487%, 10/25/27(f)			260		253,221

16

AB Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Series 2015-DNA2, Class M2 2.787%, 12/25/27(f)	U.S.$		639	$	640,447
Series 2015-HQ1, Class M2 2.387%, 3/25/25(f)			388		381,610
Federal National Mortgage Association Connecticut Avenue Securities Series 2014-C03, Class 1M1 1.387%, 7/25/24(f)			105		104,978
Series 2014-C04, Class 1M2 5.087%, 11/25/24(f)			180		185,162
Series 2014-C04, Class 2M2 5.187%, 11/25/24(f)			75		77,422
Series 2015-C01, Class 1M2 4.487%, 2/25/25(f)			155		153,636
Series 2015-C01, Class 2M2 4.737%, 2/25/25(f)			138		139,504
Series 2015-C02, Class 2M2 4.185%, 5/25/25(f)			185		179,745
					3,041,351
NON-AGENCY FIXED RATE–0.6%
Alternative Loan Trust Series 2005-20CB, Class 3A6 5.50%, 7/25/35			49		46,643
Series 2005-57CB, Class 4A3 5.50%, 12/25/35			130		119,488
Series 2006-23CB, Class 1A7 6.00%, 8/25/36			84		83,220
Series 2006-24CB, Class A16 5.75%, 6/25/36			199		177,673
Series 2006-28CB, Class A14 6.25%, 10/25/36			137		116,367
Series 2006-J1, Class 1A13 5.50%, 2/25/36			124		111,708
Series 2007-2CB, Class 2A4 5.75%, 3/25/37			109		96,607
Chase Mortgage Finance Trust Series 2007-S5, Class 1A17 6.00%, 7/25/37			64		55,537
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.614%, 5/25/35			27		26,334
Countrywide Home Loan Mortgage Pass-Through Trust Series 2006-10, Class 1A8 6.00%, 5/25/36	U.S.$		111	$	102,489
Series 2006-13, Class 1A18 6.25%, 9/25/36			159		145,109
Series 2006-13, Class 1A19 6.25%, 9/25/36			57		52,189
Series 2007-HYB2, Class 3A1 2.585%, 2/25/47			283		249,187
CSMC Series 2010-6R Series 2010-6R, Class 3A2 5.875%, 1/26/38(b)			152		127,708
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36			229		192,288
JPMorgan Mortgage Trust Series 2007-S3, Class 1A8 6.00%, 8/25/37			87		78,112
RBSSP Resecuritization Trust Series 2009-7, Class 10A3 6.00%, 8/26/37(b)			214		178,845
Wells Fargo Mortgage Backed Securities Trust Series 2007-8, Class 2A5 5.75%, 7/25/37			82		80,338
					2,039,842
NON-AGENCY FLOATING RATE–0.2%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.377%, 12/25/36(f)			396		250,141
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.437%, 3/25/35(f)			190		169,044
IndyMac Index Mortgage Loan Trust Series 2006-AR15, Class A1 0.307%, 7/25/36(f)			289		231,811
RBSSP Resecuritization Trust Series 2010-9, Class 7A6 7.042%, 5/26/37(b)(i)			187		152,193
					803,189
AGENCY FIXED RATE–0.0%
Federal National Mortgage Association REMICs Series 2010-117, Class DI 4.50%, 5/25/25(j)			913		96,645
Total Collateralized Mortgage Obligations (cost $6,019,813)					5,981,027

17

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

			Principal Amount (000)		U.S. $ Value
CORPORATES– NON-INVESTMENT GRADE–1.3%
FINANCIAL INSTITUTIONS –0.8%
BANKING–0.7%
Bank of America Corp. Series Z 6.50%, 10/23/24(g)	U.S.$			79	$	81,765
Bank of Ireland 1.787%, 9/22/15(e)(f)		CAD		185		143,675
Barclays Bank PLC 6.86%, 6/15/32(b)(g)	U.S.$			44		49,390
7.625%, 11/21/22				239		272,173
7.75%, 4/10/23				305		330,544
Citigroup, Inc. Series P 5.95%, 5/15/25(g)				130		125,125
Credit Agricole SA 7.875%, 1/23/24(b)(g)				205		209,869
HBOS Capital Funding LP 4.939%, 5/23/16(g)		EUR		298		330,564
Intesa Sanpaolo SpA 5.017%, 6/26/24(b)	U.S.$			339		329,353
LBG Capital No.1 PLC 8.00%, 6/15/20(b)(g)				94		107,630
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(b)				215		237,175
Societe Generale SA 5.922%, 4/05/17(b)(g)				100		102,375
UniCredit Luxembourg Finance SA 6.00%, 10/31/17(b)				230		242,849
						2,562,487
FINANCE – 0.1%
AerCap Aviation Solutions BV 6.375%, 5/30/17				200		211,750
International Lease Finance Corp. 5.875%, 4/01/19				93		99,157
						310,907
						2,873,394
INDUSTRIAL–0.4%
BASIC–0.0%
Novelis, Inc. 8.375%, 12/15/17				29		30,051
COMMUNICATIONS– MEDIA–0.0%
CSC Holdings LLC 8.625%, 2/15/19				44		49,885
COMMUNICATIONS–TELE– COMMUNICATIONS–0.3%
Numericable-SFR SAS 5.375%, 5/15/22(b)		EUR		195		220,657
Sprint Capital Corp. 6.90%, 5/01/19	U.S.$			370		377,400
Sprint Corp. 7.875%, 9/15/23	U.S.$			205	$	199,936
Telecom Italia Capital SA 6.00%, 9/30/34				65		63,252
						861,245
CONSUMER CYCLICAL– AUTOMOTIVE–0.0%
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20				60		62,730
CONSUMER CYCLICAL–OTHER–0.1%
KB Home 4.75%, 5/15/19				107		106,198
MCE Finance Ltd. 5.00%, 2/15/21(b)				210		200,025
						306,223
CONSUMER NON- CYCLICAL–0.0%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18				56		57,400
ENERGY–0.0%
SM Energy Co. 6.50%, 1/01/23				14		14,350
Transocean, Inc. 6.50%, 11/15/20				135		125,044
						139,394
TECHNOLOGY–0.0%
Advanced Micro Devices, Inc. 6.75%, 3/01/19				104		94,380
						1,601,308
UTILITY–0.1%
ELECTRIC–0.1%
AES Corp./VA 7.375%, 7/01/21				119		130,602
NRG Energy, Inc. Series WI 6.25%, 5/01/24				92		91,310
						221,912
Total Corporates–Non-Investment Grade (cost $4,744,248)						4,696,614
INFLATION-LINKED SECURITIES–1.2%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $4,205,779)				4,125		4,178,974
QUASI-SOVEREIGNS–0.4%
QUASI-SOVEREIGN BONDS–0.4%
CHILE–0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(b)				340		357,331

18

AB Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
MALAYSIA–0.1%
Petronas Capital Ltd. 5.25%, 8/12/19(b)	U.S.$		460	$	509,818
MEXICO–0.1%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			217		216,692
UNITED ARAB EMIRATES–0.1%
IPIC GMTN Ltd. 3.75%, 3/01/17(b)			465		481,856
Total Quasi-Sovereigns (cost $1,475,155)					1,565,697
GOVERNMENTS– SOVEREIGN AGENCIES–0.3%
MOROCCO–0.1%
OCP SA 5.625%, 4/25/24(b)			335		349,278
ISRAEL–0.1%
Israel Electric Corp. Ltd. 5.00%, 11/12/24(b)			320		324,160
BRAZIL–0.1%
Petrobras Global Finance BV 5.75%, 1/20/20			253		250,683
CANADA–0.0%
NOVA Chemicals Corp. 5.25%, 8/01/23(b)			125		126,875
COLOMBIA–0.0%
Ecopetrol SA 5.875%, 5/28/45			94		83,072
Total Governments–Sovereign Agencies (cost $1,134,306)					1,134,068
LOCAL GOVERNMENTS– MUNICIPAL BONDS–0.1%
UNITED STATES–0.1%
State of California (State of California) Series 2010 7.625%, 3/01/40 (cost $350,523)			345		505,297
EMERGING MARKETS– CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
COMMUNICATIONS– TELE- COMMUNICATIONS–0.1%
Comcel Trust via Comunicaciones Celulares SA 6.875%, 2/06/24(b)			200		210,500
CONSUMER NON-CYCLICAL–0.0%
Marfrig Overseas Ltd. 9.50%, 5/04/20(b)	U.S.$		195	$	199,232
Total Emerging Markets–Corporate Bonds (cost $391,452)					409,732
		Shares
PREFERRED STOCKS–0.1%
FINANCIAL INSTITUTIONS–0.1%
INSURANCE–0.1%
Allstate Corp. (The) 5.10% (cost $179,024)			6,700		167,969
		Principal Amount (000)
GOVERNMENTS– SOVEREIGN BONDS–0.0%
MEXICO–0.0%
Mexico Government International Bond 5.95%, 3/19/19 (cost $93,294)	U.S.$		82		91,963
SHORT-TERM INVESTMENTS–6.3%
TIME DEPOSIT–5.9%
State Street Time Deposit 0.01%, 7/01/15 (cost $21,064,236)			21,064		21,064,236
COMMERCIAL PAPER–0.3%
Banque Caisse Depargne Letat C Zero Coupon, 9/01/15 (cost $1,181,389)			1,182		1,181,389
CERTIFICATES OF DEPOSIT–0.1%
Royal Bank Of Canada/New York 0.285%, 9/10/15(f) (cost $358,049)			358		358,049
Total Short-Term Investments (cost $22,603,674)					22,603,674
Total Investments Before Security Lending Collateral for Securities Loaned–105.0% (cost $333,777,722)					377,121,654

19

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

	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.5%
INVESTMENT COMPANIES–1.5%
AB Exchange Reserves–Class I, 0.07%(k)(l) (cost $5,466,245)		5,466,245	$	5,466,245
TOTAL INVESTMENTS–106.5% (cost $339,243,967)				382,587,899
Other assets less liabilities–(6.5)%				(23,336,104	)
NET ASSETS–100.0%			$	359,251,795

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Year Canadian Bond Futures		12		September 2015	$	1,334,184	$	1,345,076	$	10,892
U.S. T-Note 2 Yr (CBT) Futures		14		September 2015		3,059,458		3,065,125		5,667
U.S. T-Note 5 Yr (CBT) Futures		77		September 2015		9,160,942		9,182,852		21,910
U.S. Ultra Bond (CBT) Futures		18		September 2015		2,821,667		2,773,125		(48,542	)
Sold Contracts
Euro-BOBL Futures		17		September 2015		2,456,169		2,455,858		311
U.S. T-Note 10 Yr (CBT) Futures		49		September 2015		6,201,490		6,182,422		19,068
									$	9,306

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	JPY	400,000	USD	3,355		7/15/15	$	86,395
Barclays Bank PLC	RUB	5,181	USD	94		7/22/15		1,018
Barclays Bank PLC	TWD	2,348	USD	76		8/13/15		(247	)
BNP Paribas SA	GBP	241	USD	378		8/13/15		(904	)
BNP Paribas SA	USD	753	CNY	4,627		8/13/15		2,232
BNP Paribas SA	USD	1,740	GBP	1,132		8/13/15		37,802
Citibank	EUR	618	USD	694		7/30/15		5,345
Citibank	USD	1,709	AUD	2,149		8/13/15		(54,718	)
Citibank	USD	34	SEK	279		8/13/15		16
Credit Suisse International	BRL	1,655	USD	534		7/02/15		1,116

20

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Credit Suisse International	USD	534	BRL	1,655		7/02/15	$	(1,563	)
Credit Suisse International	BRL	1,655	USD	528		8/04/15		1,733
Credit Suisse International	USD	526	SEK	4,361		8/13/15		346
Deutsche Bank AG	USD	1,352	JPY	167,057		8/13/15		14,144
Deutsche Bank AG	JPY	47,822	USD	386		9/17/15		(5,101	)
Goldman Sachs Bank USA	JPY	109,498	USD	885		8/13/15		(10,170	)
HSBC Bank USA	HKD	12,585	USD	1,623		8/13/15		(44	)
HSBC Bank USA	USD	501	NZD	670		8/13/15		(48,186	)
Morgan Stanley & Co., Inc.	BRL	970	USD	313		7/02/15		654
Morgan Stanley & Co., Inc.	BRL	970	USD	305		7/02/15		(7,100	)
Morgan Stanley & Co., Inc.	USD	311	BRL	970		7/02/15		1,040
Morgan Stanley & Co., Inc.	USD	313	BRL	970		7/02/15		(654	)
Morgan Stanley & Co., Inc.	BRL	970	USD	307		8/04/15		(917	)
Morgan Stanley & Co., Inc.	USD	1,170	JPY	140,193		8/13/15		(24,373	)
Morgan Stanley & Co., Inc.	USD	74	TWD	2,307		8/13/15		506
Royal Bank of Scotland PLC	RUB	4,155	USD	75		7/22/15		(173	)
Royal Bank of Scotland PLC	ILS	1,340	USD	346		8/13/15		(8,843	)
Royal Bank of Scotland PLC	JPY	58,812	USD	488		8/13/15		7,668
Royal Bank of Scotland PLC	KRW	458,543	USD	424		8/13/15		15,085
Royal Bank of Scotland PLC	KRW	247,889	USD	221		8/13/15		(548	)
Royal Bank of Scotland PLC	TWD	20,706	USD	674		8/13/15		2,931
Royal Bank of Scotland PLC	USD	589	GBP	384		8/13/15		14,282
Standard Chartered Bank	CNY	1,338	USD	217		8/13/15		(1,808	)
Standard Chartered Bank	GBP	793	USD	1,208		8/13/15		(37,288	)
Standard Chartered Bank	JPY	182,678	USD	1,530		8/13/15		36,446
Standard Chartered Bank	USD	867	JPY	103,557		8/13/15		(20,660	)
Standard Chartered Bank	USD	673	SEK	5,495		8/13/15		(9,186	)
State Street Bank & Trust Co.	BRL	1,655	USD	521		7/02/15		(11,937	)
State Street Bank & Trust Co.	CAD	295	USD	239		7/23/15		2,932
State Street Bank & Trust Co.	AUD	194	USD	153		8/13/15		3,481
State Street Bank & Trust Co.	AUD	364	USD	277		8/13/15		(2,708	)
State Street Bank & Trust Co.	CAD	363	USD	291		8/13/15		610
State Street Bank & Trust Co.	CNY	3,289	USD	534		8/13/15		(2,803	)
State Street Bank & Trust Co.	EUR	1,614	USD	1,828		8/13/15		27,498
State Street Bank & Trust Co.	EUR	169	USD	182		8/13/15		(6,308	)
State Street Bank & Trust Co.	GBP	151	USD	238		8/13/15		398
State Street Bank & Trust Co.	GBP	394	USD	591		8/13/15		(27,410	)
State Street Bank & Trust Co.	HKD	570	USD	74		8/13/15		4
State Street Bank & Trust Co.	HKD	1,435	USD	185		8/13/15		(19	)
State Street Bank & Trust Co.	JPY	35,254	USD	294		8/13/15		6,035
State Street Bank & Trust Co.	NOK	1,546	USD	208		8/13/15		11,348
State Street Bank & Trust Co.	NZD	670	USD	466		8/13/15		13,712
State Street Bank & Trust Co.	SEK	799	USD	98		8/13/15		1,065
State Street Bank & Trust Co.	USD	763	CHF	694		8/13/15		(19,044	)
State Street Bank & Trust Co.	USD	552	EUR	502		8/13/15		7,971
State Street Bank & Trust Co.	USD	347	EUR	307		8/13/15		(4,119	)
State Street Bank & Trust Co.	USD	76	HKD	593		8/13/15		25
State Street Bank & Trust Co.	USD	171	ILS	663		8/13/15		4,265
State Street Bank & Trust Co.	USD	236	JPY	29,546		8/13/15		5,962
State Street Bank & Trust Co.	USD	91	KRW	100,408		8/13/15		(1,840	)

21

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

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	USD	426	NOK	3,232		8/13/15	$	(13,973	)
State Street Bank & Trust Co.	AUD	642	USD	495		9/17/15		1,757
State Street Bank & Trust Co.	AUD	370	USD	282		9/17/15		(2,633	)
State Street Bank & Trust Co.	EUR	802	USD	909		9/17/15		13,962
State Street Bank & Trust Co.	JPY	24,633	USD	201		9/17/15		(473	)
State Street Bank & Trust Co.	NOK	1,045	USD	135		9/17/15		1,746
State Street Bank & Trust Co.	SEK	3,887	USD	472		9/17/15		2,062
State Street Bank & Trust Co.	USD	559	EUR	489		9/17/15		(12,781	)
UBS AG	CHF	498	USD	534		8/13/15		449
UBS AG	EUR	439	USD	491		8/13/15		1,752
UBS AG	USD	353	CHF	330		8/13/15		526
UBS AG	USD	829	SGD	1,100		8/13/15		(12,586	)
UBS AG	EUR	534	USD	588		9/17/15		(8,410	)
UBS AG	USD	426	GBP	279		9/17/15		11,662
							$	(11,546	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/ (Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		2.53	%	$	2,784	$	(224,703	)	$	(146,819	)
CDX-NAIG Series 22, 5 Year Index, 6/20/19*		(1.00	)		0.61			4,100		(62,198	)		(16,141	)
									$	(286,901	)	$	(162,960	)

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund	Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	CAD	6,090		3/10/17	0.973%		3 Month CDOR	$	(7,141	)
Morgan Stanley & Co., LLC/(CME Group)	AUD	8,060		3/11/17	2.140%		3 Month BBSW		1
Morgan Stanley & Co., LLC/(CME Group)	CAD	5,740		6/05/17	1.504%		3 Month CDOR		(14,000	)
Morgan Stanley & Co., LLC/(CME Group)	NZD	11,300		6/09/17	3.366%		3 Month BKBM		(36,293	)
Morgan Stanley & Co., LLC/(CME Group)	AUD	7,220		6/09/17	2.218%		3 Month BBSW		(7,010	)
Morgan Stanley & Co., LLC/(CME Group)	GBP	2,090		6/05/20	6 Month LIBOR		1.651%		(3,350	)

22

AB Variable Products Series Fund

				Rate Type
Clearing Broker /(Exchange)	Notional Amount (000)		Termination Date	Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	AUD	1,230	3/11/25	6 Month BBSW	2.973%	$	(26,670	)
Morgan Stanley & Co., LLC/(CME Group)	NZD	2,640	6/09/25	3 Month BKBM	4.068%		24,672
Morgan Stanley & Co., LLC/(CME Group)	AUD	780	6/09/25	6 Month BBSW	3.384%		2,324
Morgan Stanley & Co., LLC/(CME Group)	USD	570	6/09/25	2.483%	3 Month LIBOR		(2,748	)
Morgan Stanley & Co., LLC/(CME Group)		430	6/09/25	2.488%	3 Month LIBOR		(2,249	)
Morgan Stanley & Co., LLC/(CME Group)	GBP	190	6/05/45	2.396%	6 Month LIBOR		(4,797	)
						$	(77,261	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citibank:
Advanced Micro Devices, Inc., 7.75%, 8/01/20, 3/20/19*		(5.00	)%		6.29	%	$	104	$	4,663		$	6,924		$	(2,261	)
Sprint Communications, Inc., 8.375%, 8/15/17, 6/20/19*		(5.00	)		3.55			198		(10,184	)		(10,024	)		(160	)
Sprint Communications, Inc., 8.375%, 8/15/17, 6/20/19*		(5.00	)		3.55			172		(8,846	)		(8,397	)		(449	)
Sale Contracts
BNP Paribas:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00			0.39			530		7,350			(7,980	)		15,330
Credit Suisse International:
Kohl’s Corp., 6.25% 12/15/17, 6/20/19*		1.00			0.61			142		2,031			(1,524	)		3,555
									$	(4,986	)	$	(21,001	)	$	16,015

* Termination date

INFLATION (CPI) SWAPS (see Note D)

				Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date	Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	$	1,920	3/04/16	CPI#	1.170%	$	4,143

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

23

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

INTEREST RATE SWAPS (see Note D)

Swap Counterparty	Notional Amount (000)		Termination Date	Payments made by the Fund	Payments received by the Fund	Unrealized Appreciation/ (Depreciation)
Citibank	BRL	11,400	1/02/17	CDI	13.190%	$	(28,760	)
Citibank		5,300	1/04/21	12.305%	CDI		6,150
JPMorgan Chase Bank	$	1,970	1/30/17	1.059%	3 Month LIBOR		(17,734	)
JPMorgan Chase Bank		2,200	2/07/22	2.043%	3 Month LIBOR		(12,535	)
						$	(52,879	)

(a) Non-income producing security.

(b) 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, 2015, the aggregate market value of these securities amounted to $25,513,501 or 7.1% of net assets.

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

(d) Fair valued by the Adviser.

(e) Illiquid security.

(f) Floating Rate Security. Stated interest rate was in effect at June 30, 2015.

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

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

(i) Variable rate coupon, rate shown as of June 30, 2015.

(j) IO - Interest Only

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

(l) 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

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

ILS—Israeli Shekel

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

NZD—New Zealand Dollar

RUB—Russian Ruble

SEK—Swedish Krona

SGD—Singapore Dollar

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

BBSW—Bank Bill Swap Reference Rate (Australia)

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CDI—Brazil CETIP Interbank Deposit Rate

24

AB Variable Products Series Fund

CDOR—Canadian Dealer Offered Rate

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

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

CFC—Customer Facility Charge

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

CPI—Consumer Price Index

GDR—Global Depositary Receipt

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

OJSC—Open Joint Stock Company

REG—Registered Shares

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

25

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $339,243,967)	$	377,121,654	(a)
Affiliated issuers (cost $5,466,245—investment of cash collateral for securities loaned)		5,466,245
Cash		277,714
Cash collateral due from broker		350,805
Foreign currencies, at value (cost $3,931,987)		3,918,430
Receivable for investment securities sold and foreign currency transactions		20,158,880
Interest and dividends receivable		1,258,711
Unrealized appreciation on forward currency exchange contracts		347,981
Receivable for capital stock sold		85,906
Unrealized appreciation on credit default swaps		18,885
Upfront premium paid on credit default swaps		6,924
Unrealized appreciation on interest rate swaps		6,150
Unrealized appreciation on inflation swaps		4,143
Receivable for variation margin on exchange-traded derivatives		2,109
Receivable from class action settlement proceeds		93,680
Total assets		409,118,217
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		43,242,297
Payable for collateral received on securities loaned		5,466,245
Unrealized depreciation on forward currency exchange contracts		359,527
Payable for capital stock redeemed		293,576
Advisory fee payable		164,970
Distribution fee payable		67,501
Unrealized depreciation on interest rate swaps		59,029
Upfront premium received on credit default swaps		27,925
Administrative fee payable		10,173
Payable for variation margin on exchange-traded derivatives		9,808
Unrealized depreciation on credit default swaps		2,870
Transfer Agent fee payable		107
Accrued expenses		162,394
Total liabilities		49,866,422
NET ASSETS	$	359,251,795
COMPOSITION OF NET ASSETS
Capital stock, at par	$	29,003
Additional paid-in capital		266,793,481
Undistributed net investment income		8,658,421
Accumulated net realized gain on investment and foreign currency transactions		46,187,165
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		37,583,725
	$	359,251,795

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	35,914,278		2,871,307	$	12.51
B	$	323,337,517		26,131,887	$	12.37

(a) Includes securities on loan with a value of $5,324,791 (see Note E).

See notes to financial statements.

26

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $121,196)	$	2,619,993
Affiliated issuers		1,814
Interest		1,878,793
Securities lending income		60,225
Other income		86
		4,560,911
EXPENSES
Advisory fee (see Note B)		1,001,752
Distribution fee—Class B		409,492
Transfer agency—Class A		348
Transfer agency—Class B		3,105
Custodian		131,658
Printing		39,107
Audit and tax		38,937
Administrative		25,383
Legal		13,895
Directors’ fees		8,324
Miscellaneous		20,000
Total expenses		1,692,001
Net investment income		2,868,910
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		15,422,621
Securities sold short		(17,070	)
Futures		(92,255	)
Swaps		(19,420	)
Foreign currency transactions		557,317
Net change in unrealized appreciation/depreciation of:
Investments		(8,320,752	)
Futures		15,196
Swaps		(115,285	)
Foreign currency denominated assets and liabilities		(368,753	)
Net gain on investment and foreign currency transactions		7,061,599
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	9,930,509

See notes to financial statements.

27

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

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,868,910		$	6,572,228
Net realized gain on investment transactions and foreign currency transactions		15,851,193			35,996,053
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(8,789,594	)		(16,295,930	)
Contributions from Affiliates (see Note B)		–0	–		4,610
Net increase in net assets from operations		9,930,509			26,276,961
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,044,211	)
Class B		–0	–		(8,162,972	)
Net realized gain on investment transactions
Class A		–0	–		(5,792,408	)
Class B		–0	–		(52,203,889	)
Capital Stock Transactions
Net increase (decrease)		(15,923,328	)		13,594,406
Total decrease		(5,992,819	)		(27,332,113	)
NET ASSETS
Beginning of period		365,244,614			392,576,727
End of period (including undistributed net investment income of $8,658,421 and $5,789,511, respectively)	$	359,251,795		$	365,244,614

See notes to financial statements.

28

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Balanced Wealth Strategy Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Balanced Wealth Strategy Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

29

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

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)

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

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

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

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

30

AB Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2015:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Consumer Discretionary	$	27,085,410		$	10,545,019		$	–0	–	$	37,630,429
Financials		22,476,158			11,660,900			–0	–		34,137,058
Information Technology		28,967,555			3,776,589			–0	–		32,744,144
Health Care		21,345,988			3,985,313			–0	–		25,331,301
Industrials		14,580,443			9,176,671			–0	–		23,757,114
Consumer Staples		9,432,604			4,185,009			–0	–		13,617,613
Equity: Other		6,608,169			6,239,531			82,311			12,930,011
Energy		8,057,305			1,913,148			–0	–		9,970,453
Retail		3,770,522			3,115,333			–0	–		6,885,855
Residential		4,550,293			2,130,146			–0	–		6,680,439
Utilities		4,301,323			1,037,261			–0	–		5,338,584
Telecommunication Services		2,246,292			3,016,500			–0	–		5,262,792
Materials		2,314,115			2,815,365			–0	–		5,129,480
Office		2,089,813			1,516,232			–0	–		3,606,045
Lodging		2,179,284			143,073			–0	–		2,322,357
Mortgage		714,508			–0	–		–0	–		714,508
Financial: Other		267,906			–0	–		–0	–		267,906
Real Estate		–0	–		104,238			–0	–		104,238
Corporates—Investment Grade		–0	–		31,189,689			–0	–		31,189,689
Mortgage Pass—Throughs		–0	–		26,658,343			–0	–		26,658,343
Governments—Treasuries		–0	–		20,719,228			–0	–		20,719,228
Asset-Backed Securities		–0	–		15,989,444			1,782,698			17,772,142
Commercial Mortgage-Backed Securities		–0	–		9,829,864			3,187,046			13,016,910
Collateralized Mortgage Obligations		–0	–		96,645			5,884,382			5,981,027
Corporates—Non-Investment Grade		–0	–		4,696,614			–0	–		4,696,614
Inflation-Linked Securities		–0	–		4,178,974			–0	–		4,178,974
Quasi-Sovereigns		–0	–		1,565,697			–0	–		1,565,697
Governments—Sovereign Agencies		–0	–		1,134,068			–0	–		1,134,068
Local Governments—Municipal Bonds		–0	–		505,297			–0	–		505,297
Emerging Markets—Corporate Bonds		–0	–		409,732			–0	–		409,732
Preferred Stocks		167,969			–0	–		–0	–		167,969
Governments—Sovereign Bonds		–0	–		91,963			–0	–		91,963
Short-Term Investments:
Time Deposit		–0	–		21,064,236			–0	–		21,064,236
Commercial Paper		–0	–		1,181,389			–0	–		1,181,389
Certificates of Deposit		–0	–		358,049			–0	–		358,049
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		5,466,245			–0	–		–0	–		5,466,245
Total Investments in Securities		166,621,902			205,029,560			10,936,437			382,587,899

31

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

Level 1

Level 2

Level 3

Total

Other Financial Instruments*:

Assets:

Futures

$

57,848

$

–0

–

$

–0

–

$

57,848

#

Forward Currency Exchange Contracts

–0

–

347,981

–0

–

347,981

Centrally Cleared Interest Rate Swaps

–0

–

26,997

–0

–

26,997

#

Credit Default Swaps

–0

–

18,885

–0

–

18,885

Inflation (CPI) Swaps

–0

–

4,143

–0

–

4,143

Interest Rate Swaps

–0

–

6,150

–0

–

6,150

Liabilities:

Futures

(48,542

)

–0

–

–0

–

(48,542

)#

Forward Currency Exchange Contracts

–0

–

(359,527

)

–0

–

(359,527

)

Centrally Cleared Credit Default Swaps

–0

–

(162,960

)

–0

–

(162,960

)#

Centrally Cleared Interest Rate Swaps

–0

–

(104,258

)

–0

–

(104,258

)#

Credit Default Swaps

–0

–

(2,870

)

–0

–

(2,870

)

Interest Rate Swaps

–0

–

(59,029

)

–0

–

(59,029

)

Total^

$

166,631,208

$

204,745,072

$

10,936,437

$

382,312,717

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

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

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

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

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

	Common Stocks			Asset- Backed Securities			Commercial Mortgage- Backed Securities
Balance as of 12/31/14	$	83,861		$	2,438,554		$	2,402,381
Accrued discounts/(premiums)		–0	–		2,961			(3,774	)
Realized gain (loss)		–0	–		(6,181	)		(985	)
Change in unrealized appreciation/depreciation		(1,550	)		3,578			(33,756	)
Purchases/Payups		–0	–		399,572			830,974
Sales/Paydowns		–0	–		(900,837	)		(7,794	)
Transfers in to Level 3		–0	–		251,658			–0	–
Transfers out of Level 3		–0	–		(406,607	)		–0	–
Balance as of 6/30/15	$	82,311		$	1,782,698		$	3,187,046
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/15 *	$	(1,550	)	$	4,301		$	(33,756	)

32

AB Variable Products Series Fund

	Collateralized Mortgage Obligation			Total
Balance as of 12/31/14	$	3,905,817		$	8,830,613
Accrued discounts/(premiums)		9,206			8,393
Realized gain (loss)		(8,232	)		(15,398	)
Change in unrealized appreciation/depreciation		23,846			(7,882	)
Purchases/Payups		2,766,148			3,996,694
Sales/Paydowns		(812,403	)		(1,721,034	)
Transfers in to Level 3		–0	–		251,658
Transfers out of Level 3		–0	–		(406,607	)
Balance as of 6/30/15	$	5,884,382		$	10,936,437	+
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/15*	$	14,575		$	(16,430	)

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

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

The following presents information about significant unobservable inputs related to the Portfolio’s Level 3 investments at June 30, 2015. Securities priced by third party vendors or using prior transaction are excluded from the following table.

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 6/30/15	Valuation Technique	Unobservable Input	Range/ Weighted Average
Common Stocks	$82,311	Market Approach	Last Traded Price	HKD 1.56 / NA

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

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

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

3. Currency Translation

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

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains

33

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

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 (the “Expense Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2015, there were no expenses waived by the Adviser.

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2015, the reimbursement for such services amounted to $25,383.

34

AB Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $120,090, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	94,673,798	$	101,136,285
U.S. government securities		180,903,572		178,248,618

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	$	45,626,060
Gross unrealized depreciation		(7,748,373	)
Net unrealized appreciation	$	37,877,687

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”.

35

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

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

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

During the six months ended June 30, 2015, 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, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

• Swaps

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

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Portfolio, and/or the termination value at the end of the contract. Therefore, the Portfolio considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Portfolio and the counterparty and by the posting of collateral by the counterparty to the Portfolio to cover the Portfolio’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Portfolio accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are

36

AB Variable Products Series Fund

settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

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

Interest Rate Swaps:

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

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

During the six months ended June 30, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Inflation (CPI) Swaps:

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

During the six months ended June 30, 2015, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

37

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

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

During the six months ended June 30, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its 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 derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

38

AB Variable Products Series Fund

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

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	84,845	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	152,800	*
Credit contracts					Receivable/Payable for variation margin on exchange-traded derivatives		162,960	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		347,981		Unrealized depreciation on forward currency exchange contracts		359,527
Interest rate contracts	Unrealized appreciation on interest rate swaps		6,150		Unrealized depreciation on interest rate swaps		59,029
Interest rate contracts	Unrealized appreciation on inflation swaps		4,143
Credit contracts	Unrealized appreciation on credit default swaps		18,885		Unrealized depreciation on credit default swaps		2,870
Total		$	462,004			$	737,186

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015:

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	$	(92,255	)	$	15,196
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		527,923			(535,057	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(27,632	)		(88,395	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		8,212			(26,890	)
Total		$	416,248		$	(635,146	)

39

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

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2015:

Futures:
Average original value of buy contracts	$	18,572,490
Average original value of sale contracts	$	8,280,163
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	17,770,281
Average principal amount of sale contracts	$	28,113,065
Interest Rate Swaps:
Average notional amount	$	6,477,894
Inflation Swaps:
Average notional amount	$	1,920,000	(a)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	12,843,255
Credit Default Swaps:
Average notional amount of buy contracts	$	474,000	(b)
Average notional amount of sale contracts	$	671,784
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	6,929,571

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

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

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Goldman Sachs & Co**	$	2,109	$	–0	–	$	–0	–	$	–0	–	$	2,109
Total	$	2,109	$	–0	–	$	–0	–	$	–0	–	$	2,109
OTC Derivatives:
Bank of America, NA	$	86,395	$	–0	–	$	–0	–	$	–0	–	$	86,395
Barclays Bank PLC		5,161		(247	)		–0	–		–0	–		4,914
BNP Paribas SA		47,384		(904	)		–0	–		–0	–		46,480
Citibank		16,174		(16,174	)		–0	–		–0	–		–0	–
Credit Suisse International		5,226		(1,563	)		–0	–		–0	–		3,663
Deutsche Bank AG		14,144		(5,101	)		–0	–		–0	–		9,043
Morgan Stanley & Co., Inc.		2,200		(2,200	)		–0	–		–0	–		–0	–
Royal Bank of Scotland PLC		39,966		(9,564	)		–0	–		–0	–		30,402
Standard Chartered Bank		36,446		(36,446	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		104,833		(104,833	)		–0	–		–0	–		–0	–
UBS AG		14,389		(14,389	)		–0	–		–0	–		–0	–
Total	$	372,318	$	(191,421	)	$	–0	–	$	–0	–	$	180,897	^

40

AB Variable Products Series Fund

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	9,666	$	–0	–	$	(9,666	)	$	–0	–	$	–0	–
Total	$	9,666	$	–0	–	$	(9,666	)	$	–0	–	$	–0	–
OTC Derivatives:
Barclays Bank PLC	$	247	$	(247	)	$	–0	–	$	–0	–	$	–0	–
BNP Paribas SA		904		(904	)		–0	–		–0	–		–0	–
Citibank		102,508		(16,174	)		–0	–		(39,068	)		47,266
Credit Suisse International		1,563		(1,563	)		–0	–		–0	–		–0	–
Deutsche Bank AG		5,101		(5,101	)		–0	–		–0	–		–0	–
Goldman Sachs Bank USA		10,170		–0	–		–0	–		–0	–		10,170
HSBC Bank USA		48,230		–0	–		–0	–		–0	–		48,230
JPMorgan Chase Bank		30,269		–0	–		–0	–		–0	–		30,269
Morgan Stanley & Co., Inc.		33,044		(2,200	)		–0	–		–0	–		30,844
Royal Bank of Scotland PLC		9,564		(9,564	)		–0	–		–0	–		–0	–
Standard Chartered Bank		68,942		(36,446	)		–0	–		–0	–		32,496
State Street Bank & Trust Co.		106,048		(104,833	)		–0	–		–0	–		1,215
UBS AG		20,996		(14,389	)		–0	–		–0	–		6,607
Total	$	437,586	$	(191,421	)	$	–0	–	$	(39,068	)	$	207,097	^

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

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at June 30, 2015.

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

2. Currency Transactions

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

3. TBA and Dollar Rolls

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

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the six months ended June 30, 2015, the Portfolio earned drop income of $217,879 which is included in interest income in the accompanying statement of operations.

41

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

4. Short Sales

The Portfolio may sell securities short. A short sale is a transaction in which the Portfolio sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Portfolio is obligated to replace the borrowed securities at their market prices at the time of settlement. The Portfolio’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. The Portfolio are liable to the buyer for any dividends/interest payable on securities while those securities are in a short position. These dividends/interest are recorded as an expense of the Portfolio. Short sales by the Portfolio involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $5,324,791 and had received cash collateral which has been invested into AB Exchange Reserves of $5,466,245. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $60,225 and $1,814 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	3,292	$	25,781	$	23,607	$	5,466

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		57,280			33,121		$	720,745		$	438,040
Shares issued in reinvestment of dividends and distributions		–0	–		571,624			–0	–		6,836,617
Shares redeemed		(218,566	)		(564,980	)		(2,739,684	)		(7,527,554	)
Net increase (decrease)		(161,286	)		39,765		$	(2,018,939	)	$	(252,897	)

42

AB Variable Products Series Fund

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class B
Shares sold		1,192,089			2,052,551		$	14,771,882		$	26,889,806
Shares issued in reinvestment of dividends and distributions		–0	–		5,089,954			–0	–		60,366,861
Shares redeemed		(2,319,537	)		(5,629,147	)		(28,676,271	)		(73,409,364	)
Net increase (decrease)		(1,127,448	)		1,513,358		$	(13,904,389	)	$	13,847,303

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

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

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

Derivatives Risk—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.

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

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.

43

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

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

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

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

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

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

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

NOTE J: Subsequent Events

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

44

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30,  2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.16			$13.77			$12.12			$10.90			$11.48			$10.66
Income From Investment Operations
Net investment income (a)		.11			.26			.23			.22			.23			.23
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.24			.71			1.74			1.25			(.53	)		.88
Contributions from Affiliates		–0	–		.00	(b)		–0	–		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.35			.97			1.97			1.47			(.30	)		1.11
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.39	)		(.32	)		(.25	)		(.28	)		(.29	)
Distributions from net realized gain on investment transactions		–0	–		(2.19	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(2.58	)		(.32	)		(.25	)		(.28	)		(.29	)
Net asset value, end of period		$12.51			$12.16			$13.77			$12.12			$10.90			$11.48
Total Return
Total investment return based on net asset value (c)		2.88	%*		7.37	%*		16.49	%		13.63	%		(2.81	)%*		10.61	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$35,914			$36,882			$41,222			$41,801			$55,395			$68,914
Ratio to average net assets of:
Expenses		.70	%^		.71	%		.65	%		.65	%		.66	%		.68	%+
Net investment income		1.80	%^		1.96	%		1.76	%		1.91	%		2.03	%		2.14	%+
Portfolio turnover rate **		77	%		114	%		117	%		90	%		94	%		101	%

See footnote summary on page 48.

45

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

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

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$12.05			$13.65			$12.01			$10.80			$11.38			$10.58
Income From Investment Operations
Net investment income (a)		.10			.22			.19			.19			.20			.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.22			.71			1.74			1.24			(.53	)		.87
Contributions from Affiliates		–0	–		.00	(b)		–0	–		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.32			.93			1.93			1.43			(.33	)		1.07
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.34	)		(.29	)		(.22	)		(.25	)		(.27	)
Distributions from net realized gain on investment and foreign currency transactions		–0	–		(2.19	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(2.53	)		(.29	)		(.22	)		(.25	)		(.27	)
Net asset value, end of period		$12.37			$12.05			$13.65			$12.01			$10.80			$11.38
Total Return
Total investment return based on net asset value (c)		2.66	%*		7.11	%*		16.27	%		13.38	%		(3.06	)%*		10.30	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$323,338			$328,363			$351,355			$508,141			$483,047			$518,572
Ratio to average net assets of:
Expenses		.95	%^		.96	%		.90	%		.90	%		.91	%		.93	%+
Net investment income		1.55	%^		1.71	%		1.49	%		1.67	%		1.78	%		1.89	%+
Portfolio turnover rate **		77	%		114	%		117	%		90	%		94	%		101	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2011 and December 31, 2010 by 0.03%, 0.01%, 0.02% and 0.03%, respectively.

^ Annualized.

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

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

See notes to financial statements.

46

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

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

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

3 Jones v. Harris at 1427.

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

47

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

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

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

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

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

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

48

AB Variable Products Series Fund

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

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

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

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

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

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

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

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

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

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

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

9 This ITM is privately placed or institutional.

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

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

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

49

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

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

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

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

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

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

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

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

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

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

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

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

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional

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

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

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

50

AB Variable Products Series Fund

distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

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

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

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

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

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

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

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

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

51

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

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

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

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

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

CONCLUSION:

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

Dated: August 29, 2014

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

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

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

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

52

VPS-BW-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ DYNAMIC ASSET ALLOCATION PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

DYNAMIC ASSET ALLOCATION PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A*
Actual	$	1,000	$	1,019.60	$	4.11		0.82	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.73	$	4.11		0.82	%
Class B
Actual	$	1,000	$	1,018.90	$	5.36		1.07	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.49	$	5.36		1.07	%

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

1

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	94,937,396		18.1	%
Inflation-Linked Securities		47,176,612		9.0
SPDR S&P 500 ETF Trust		27,510,823		5.2
iShares Core MSCI Emerging Markets ETF		20,117,423		3.8
Vanguard REIT ETF		10,601,573		2.0
iShares International Developed Real Estate ETF		9,330,925		1.8
iShares MSCI All Country Asia ex Japan ETF		6,679,890		1.3
Brazil Notas do Tesouro Nacional		3,064,560		0.6
Vanguard Small-Cap ETF		2,895,845		0.5
Apple, Inc.		2,772,645		0.5
	$	225,087,692		42.8	%

PORTFOLIO BREAKDOWN^†

June 30, 2015 (unaudited)

ASSET CLASSES	CURRENT ALLOCATION
Equities
U.S. Large Cap		20.9	%
International Large Cap		20.4
U.S. Mid-Cap		2.4
U.S. Small-Cap		2.5
Emerging Market Equities		5.0
Real Estate Equities		3.8
Sub-total		55.0
Fixed Income
U.S. Bonds		30.2
International Bonds		0.6
TIPS		9.0
Sub-total		39.8
Opportunistic Assets
High Yield		5.2
Total		100.0	%

SECURITY TYPE BREAKDOWN^‡

June 30, 2015 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	148,836,679		28.5	%
Governments—Treasuries		98,001,956		18.8
Investment Companies		80,380,282		15.4
Inflation-Linked Securities		47,176,612		9.0
Options Purchased—Calls		381,461		0.1
Rights		586		0.0
Short-Term Investments		147,517,174		28.2
Total Investments	$	522,294,750		100.0	%

* Long-term investments.

† All data are as of June 30, 2015. 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, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–28.3%
FINANCIALS–6.1%
BANKS–2.8%
Aozora Bank Ltd.		6,000	$	22,638
Australia & New Zealand Banking Group Ltd.		16,735		415,315
Banca Monte dei Paschi di Siena SpA(a)		15,452		30,109
Banco Bilbao Vizcaya Argentaria SA		38,399		378,382
Banco Comercial Portugues SA(a)(b)		230,718		20,167
Banco de Sabadell SA		29,722		71,992
Banco Espirito Santo SA (REG)(a)(c)(d)		10,016		–0	–*
Banco Popular Espanol SA		10,844		52,763
Banco Santander SA		87,371		614,569
Bank Hapoalim BM		4,812		25,898
Bank Leumi Le-Israel BM(a)		12,645		53,431
Bank of America Corp.		39,445		671,354
Bank of East Asia Ltd. (The)		9,600		41,940
Bank of Ireland(a)		199,710		80,842
Bank of Kyoto Ltd. (The)		2,000		23,006
Bank of Queensland Ltd.		3,683		36,239
Bank of Yokohama Ltd. (The)		5,000		30,620
Bankia SA(a)		22,531		28,685
Bankinter SA		3,048		22,607
Barclays PLC		99,698		408,627
BB&T Corp.		2,700		108,837
Bendigo & Adelaide Bank Ltd.		3,446		32,584
BNP Paribas SA		6,431		390,251
BOC Hong Kong Holdings Ltd.		22,500		93,936
CaixaBank SA		13,908		64,718
Chiba Bank Ltd. (The)		3,000		22,844
Citigroup, Inc.		11,379		628,576
Comerica, Inc.		650		33,358
Commerzbank AG(a)		6,474		82,761
Commonwealth Bank of Australia		9,843		645,474
Credit Agricole SA		6,256		93,402
Danske Bank A/S		3,980		117,000
DBS Group Holdings Ltd.		10,000		153,436
DNB ASA		5,944		98,989
Erste Group Bank AG(a)		1,696		48,321
Fifth Third Bancorp		3,090		64,334
Fukuoka Financial Group, Inc.		4,000		20,732
Gunma Bank Ltd. (The)		4,000		29,513
Hachijuni Bank Ltd. (The)		4,000		30,160
Hang Seng Bank Ltd.		4,600		89,842
Hiroshima Bank Ltd. (The)		5,000		29,856
HSBC Holdings PLC		116,255		1,040,995
Huntington Bancshares, Inc./OH		3,015		34,100
ING Groep NV		22,105		367,062
Intesa Sanpaolo SpA		70,654		256,579
Iyo Bank Ltd. (The)		2,000		24,554
Joyo Bank Ltd. (The)		3,000		16,798
JPMorgan Chase & Co.		14,115		956,432
KBC Groep NV		1,520		101,898
KeyCorp		3,275	$	49,191
Lloyds Banking Group PLC		346,648		465,270
M&T Bank Corp.		515		64,339
Mitsubishi UFJ Financial Group, Inc.		77,400		556,851
Mizrahi Tefahot Bank Ltd.		973		12,059
Mizuho Financial Group, Inc.		140,100		303,139
National Australia Bank Ltd.		15,512		398,411
Natixis SA		9,006		64,999
Nordea Bank AB		18,440		229,979
Oversea-Chinese Banking Corp., Ltd.		18,000		135,935
People’s United Financial, Inc.		1,015		16,453
PNC Financial Services Group, Inc. (The)		2,030		194,169
Raiffeisen Bank International AG(a)(b)		718		10,448
Regions Financial Corp.		5,025		52,059
Resona Holdings, Inc.		13,400		73,085
Royal Bank of Scotland Group PLC(a)		15,350		84,878
Seven Bank Ltd.		5,324		24,646
Shinsei Bank Ltd.		12,000		24,183
Shizuoka Bank Ltd. (The)		4,000		41,755
Skandinaviska Enskilda Banken AB–Class A		9,222		117,962
Societe Generale SA		4,399		206,418
Standard Chartered PLC		14,996		240,152
Sumitomo Mitsui Financial Group, Inc.		7,700		342,798
Sumitomo Mitsui Trust Holdings, Inc.		20,000		91,492
SunTrust Banks, Inc.		1,990		85,610
Suruga Bank Ltd.		1,000		21,421
Svenska Handelsbanken AB–Class A		6,684		97,575
Swedbank AB–Class A		4,044		94,283
UniCredit SpA		26,697		179,427
Unione di Banche Italiane SCpA		5,202		41,742
United Overseas Bank Ltd.		8,000		136,872
US Bancorp/MN		6,765		293,601
Wells Fargo & Co.		17,825		1,002,478
Westpac Banking Corp.		18,875		467,005
Zions Bancorporation		730		23,167
				14,950,378
CAPITAL MARKETS–0.6%
3i Group PLC		7,720		62,641
Aberdeen Asset Management PLC		5,585		35,426
Affiliated Managers Group, Inc.(a)		207		45,250
Ameriprise Financial, Inc.		695		86,826
Bank of New York Mellon Corp. (The)		4,215		176,904
BlackRock, Inc.–Class A		477		165,032
Charles Schwab Corp. (The)		4,290		140,069
Credit Suisse Group AG (REG)(a)		9,269		255,708

3

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

Company	Shares		U.S. $ Value
Daiwa Securities Group, Inc.		10,000	$	74,807
Deutsche Bank AG (REG)		8,374		251,778
E*TRADE Financial Corp.(a)		1,020		30,549
Franklin Resources, Inc.		1,470		72,074
Goldman Sachs Group, Inc. (The)		1,538		321,119
Hargreaves Lansdown PLC		1,481		26,833
ICAP PLC		4,211		35,027
Invesco Ltd.		1,580		59,234
Investec PLC		2,464		22,139
Julius Baer Group Ltd.(a)		1,220		68,459
Legg Mason, Inc.		360		18,551
Macquarie Group Ltd.		1,755		109,960
Mediobanca SpA		12,965		127,117
Morgan Stanley		5,720		221,879
Nomura Holdings, Inc.		22,000		148,541
Northern Trust Corp.		810		61,933
Partners Group Holding AG		158		47,224
Schroders PLC		729		36,375
State Street Corp.		1,585		122,045
T Rowe Price Group, Inc.		975		75,787
UBS Group AG(a)		22,171		470,391
				3,369,678
CONSUMER FINANCE–0.1%
Acom Co., Ltd.(a)(b)		6,200		23,767
AEON Financial Service Co., Ltd.		800		22,196
American Express Co.		3,360		261,139
Capital One Financial Corp.		2,113		185,881
Credit Saison Co., Ltd.		700		14,987
Discover Financial Services		1,710		98,530
Navient Corp.		1,500		27,315
				633,815
DIVERSIFIED FINANCIAL SERVICES–0.5%
ASX Ltd.		1,453		44,686
Berkshire Hathaway, Inc.–Class B(a)		6,830		929,631
CME Group, Inc./IL–Class A		1,200		111,672
Deutsche Boerse AG		1,511		125,153
Eurazeo SA		1,243		82,561
EXOR SpA		1,279		61,098
Groupe Bruxelles Lambert SA		360		29,029
Hong Kong Exchanges and Clearing Ltd.		6,700		236,071
Industrivarden AB–Class C		996		18,770
Intercontinental Exchange, Inc.		466		104,202
Investment AB Kinnevik–Class B		2,015		63,734
Investor AB–Class B		1,705		63,572
Japan Exchange Group, Inc.		1,583		51,319
Leucadia National Corp.		1,105		26,829
London Stock Exchange Group PLC		1,899		70,644
McGraw Hill Financial, Inc.		1,010		101,455
Mitsubishi UFJ Lease & Finance Co., Ltd.		3,500		19,140
Moody’s Corp.		695	$	75,032
NASDAQ OMX Group, Inc. (The)		410		20,012
ORIX Corp.		8,040		119,390
Pargesa Holding SA		255		17,170
Singapore Exchange Ltd.		10,000		58,092
Wendel SA		398		48,906
				2,478,168
INSURANCE–1.2%
ACE Ltd.		1,285		130,659
Admiral Group PLC		819		17,846
Aegon NV		27,440		202,457
Aflac, Inc.		1,705		106,051
Ageas		1,646		63,508
AIA Group Ltd.		73,125		476,255
Allianz SE (REG)		2,771		432,140
Allstate Corp. (The)		1,600		103,792
American International Group, Inc.		5,352		330,861
AMP Ltd.		17,956		83,321
Aon PLC		1,115		111,143
Assicurazioni Generali SpA		5,214		93,976
Assurant, Inc.		260		17,420
Aviva PLC		24,265		187,942
Baloise Holding AG (REG)		277		33,775
Chubb Corp. (The)		910		86,577
Cincinnati Financial Corp.		560		28,101
CNP Assurances		4,544		76,052
Dai-ichi Life Insurance Co., Ltd. (The)		6,545		128,528
Direct Line Insurance Group PLC		9,979		52,651
Genworth Financial, Inc.–Class A(a)		1,785		13,512
Gjensidige Forsikring ASA		1,333		21,464
Hannover Rueck SE (REG)		377		36,489
Hartford Financial Services Group, Inc. (The)		1,675		69,630
Insurance Australia Group Ltd.		10,333		44,425
Legal & General Group PLC		36,049		140,954
Lincoln National Corp.		990		58,628
Loews Corp.		1,140		43,901
Mapfre SA		10,570		36,531
Marsh & McLennan Cos., Inc.		2,040		115,668
Medibank Pvt Ltd.(a)		33,575		52,025
MetLife, Inc.		4,220		236,278
MS&AD Insurance Group Holdings, Inc.		3,100		96,498
Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (REG)		1,050		186,159
Old Mutual PLC		29,782		94,270
Principal Financial Group, Inc.		1,040		53,342
Progressive Corp. (The)		1,995		55,521
Prudential Financial, Inc.		1,715		150,097
Prudential PLC		15,581		375,495
QBE Insurance Group Ltd.		8,147		85,789

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
RSA Insurance Group PLC		7,994	$	49,849
Sampo Oyj–Class A		2,714		127,902
SCOR SE		1,611		56,967
Sompo Japan Nipponkoa Holdings, Inc.		2,000		73,232
Sony Financial Holdings, Inc.		875		15,320
Standard Life PLC		11,878		82,826
Suncorp Group Ltd.		7,811		80,813
Swiss Life Holding AG(a)		249		57,016
Swiss Re AG		2,138		189,262
T&D Holdings, Inc.		2,600		38,759
Tokio Marine Holdings, Inc.		4,200		174,674
Torchmark Corp.		502		29,226
Travelers Cos., Inc. (The)		1,280		123,725
Tryg A/S		795		16,576
UnipolSai SpA		4,035		9,996
Unum Group		920		32,890
XL Group PLC		960		35,712
Zurich Insurance Group AG(a)		907		276,118
				6,200,594
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.6%
American Tower Corp.		1,515		141,334
Apartment Investment & Management Co.–Class A		525		19,388
AvalonBay Communities, Inc.		495		79,136
Boston Properties, Inc.		600		72,624
British Land Co. PLC (The)		5,864		73,043
CapitaLand Mall Trust		14,000		22,331
Crown Castle International Corp.		1,270		101,981
Dexus Property Group		3,880		21,833
Equity Residential		1,340		94,028
Essex Property Trust, Inc.		228		48,450
Federation Centres		48,865		109,952
Fonciere Des Regions		933		79,379
Gecina SA		253		31,181
General Growth Properties, Inc.		2,344		60,147
Goodman Group(b)		10,596		51,175
GPT Group (The)(b)		6,698		22,081
Hammerson PLC		4,761		46,012
HCP, Inc.		1,680		61,270
Health Care REIT, Inc.		1,225		80,397
Host Hotels & Resorts, Inc.		2,750		54,532
ICADE		449		32,116
Intu Properties PLC		5,825		28,139
Iron Mountain, Inc.		658		20,398
Japan Prime Realty Investment Corp.		7		21,734
Japan Real Estate Investment Corp.		8		36,306
Japan Retail Fund Investment Corp.		15		29,995
Kimco Realty Corp.		1,480		33,359
Klepierre		1,311		57,801
Land Securities Group PLC		4,798		90,726
Link REIT (The)		10,500		61,513
Macerich Co. (The)		510		38,046
Mirvac Group		40,488		57,682
Nippon Building Fund, Inc.		9	$	39,389
Nippon Prologis REIT, Inc.		5		9,201
Plum Creek Timber Co., Inc.		630		25,559
Prologis, Inc.		1,870		69,377
Public Storage		580		106,935
Realty Income Corp.(b)		858		38,087
Scentre Group		33,577		96,994
Segro PLC		3,337		21,261
Simon Property Group, Inc.		1,166		201,741
SL Green Realty Corp.		376		41,319
Stockland(b)		14,259		45,026
Unibail-Rodamco SE		613		155,705
United Urban Investment Corp.		12		16,946
Ventas, Inc.		1,091		67,740
Vornado Realty Trust		685		65,027
Westfield Corp.		9,308		65,377
Weyerhaeuser Co.		1,940		61,110
				2,904,883
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%
Aeon Mall Co., Ltd.		1,700		31,834
CapitaLand Ltd.		35,000		90,887
CBRE Group, Inc.–Class A(a)		1,015		37,555
Cheung Kong Property Holdings Ltd.(a)		14,840		122,717
City Developments Ltd.		3,000		21,770
Daito Trust Construction Co., Ltd.		400		41,398
Daiwa House Industry Co., Ltd.		4,000		93,192
Deutsche Annington Immobilien SE		2,725		76,894
Deutsche Wohnen AG		1,334		30,583
Global Logistic Properties Ltd.		30,422		57,110
Hang Lung Properties Ltd.		14,000		41,697
Henderson Land Development Co., Ltd.		5,324		36,532
Hulic Co., Ltd.		2,197		19,470
Kerry Properties Ltd.		8,500		33,318
Lend Lease Group		3,450		39,890
Mitsubishi Estate Co., Ltd.		8,000		172,305
Mitsui Fudosan Co., Ltd.		6,000		167,897
New World Development Co., Ltd.		22,000		28,860
Nomura Real Estate Holdings, Inc.		800		16,791
NTT Urban Development Corp.		1,600		15,892
Sino Land Co., Ltd.		16,000		26,747
Sumitomo Realty & Development Co., Ltd.		2,000		70,094
Sun Hung Kai Properties Ltd.		10,000		162,214
Swire Pacific Ltd.–Class A		2,000		25,140
Swire Properties Ltd.		25,389		80,814
Tokyo Tatemono Co., Ltd.		1,500		20,819
Tokyu Fudosan Holdings Corp.		2,000		15,414
Wharf Holdings Ltd. (The)		13,000		86,392
Wheelock & Co., Ltd.		6,000		30,732
				1,694,958

5

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

Company	Shares		U.S. $ Value
THRIFTS & MORTGAGE FINANCE–0.0%
Hudson City Bancorp, Inc.		1,730	$	17,092
				32,249,566
HEALTH CARE–3.7%
BIOTECHNOLOGY–0.5%
Actelion Ltd. (REG)(a)		608		89,042
Alexion Pharmaceuticals, Inc.(a)		780		141,001
Amgen, Inc.		2,853		437,993
Biogen, Inc.(a)		915		369,605
Celgene Corp.(a)		3,030		350,677
CSL Ltd.		2,881		192,066
Gilead Sciences, Inc.		5,680		665,014
Grifols SA		757		30,569
Regeneron Pharmaceuticals, Inc.(a)		290		147,938
Vertex Pharmaceuticals, Inc.(a)		907		111,996
				2,535,901
HEALTH CARE EQUIPMENT & SUPPLIES–0.4%
Abbott Laboratories		5,615		275,584
Baxter International, Inc.		2,030		141,958
Becton Dickinson and Co.		787		111,479
Boston Scientific Corp.(a)		4,860		86,022
Coloplast A/S–Class B		496		32,529
CR Bard, Inc.		315		53,771
DENTSPLY International, Inc.		530		27,322
Edwards Lifesciences Corp.(a)		395		56,260
Essilor International SA		1,241		148,672
Getinge AB–Class B		2,013		48,465
Hoya Corp.		2,600		104,129
Intuitive Surgical, Inc.(a)		155		75,097
Medtronic PLC		5,309		393,397
Olympus Corp.		1,500		51,788
Smith & Nephew PLC		5,421		91,709
Sonova Holding AG (REG)		351		47,464
St Jude Medical, Inc.		1,065		77,820
Stryker Corp.		1,125		107,516
Sysmex Corp.		700		41,690
Terumo Corp.		1,400		33,572
Varian Medical Systems, Inc.(a)		395		33,310
William Demant Holding A/S(a)		81		6,179
Zimmer Biomet Holdings, Inc.		635		69,361
				2,115,094
HEALTH CARE PROVIDERS & SERVICES–0.4%
Aetna, Inc.		1,317		167,865
AmerisourceBergen Corp.–Class A		785		83,477
Anthem, Inc.		1,050		172,347
Cardinal Health, Inc.		1,245		104,144
Cigna Corp.		1,015		164,430
DaVita HealthCare Partners, Inc.(a)		650		51,655
Express Scripts Holding Co.(a)		2,789		248,054
Fresenius Medical Care AG & Co. KGaA		1,318		109,112
Fresenius SE & Co. KGaA		2,298	$	147,546
HCA Holdings, Inc.(a)		1,150		104,328
Healthscope Ltd.		13,458		28,181
Henry Schein, Inc.(a)		320		45,478
Humana, Inc.		565		108,073
Laboratory Corp. of America Holdings(a)		325		39,397
McKesson Corp.		865		194,461
Medipal Holdings Corp.		1,500		24,431
Patterson Cos., Inc.		310		15,082
Quest Diagnostics, Inc.		550		39,886
Ramsay Health Care Ltd.		1,156		54,757
Ryman Healthcare Ltd.		3,027		16,246
Sonic Healthcare Ltd.		1,715		28,240
Suzuken Co., Ltd./Aichi Japan		600		19,196
Tenet Healthcare Corp.(a)		343		19,853
UnitedHealth Group, Inc.		3,635		443,470
Universal Health Services, Inc.–Class B		350		49,735
				2,479,444
HEALTH CARE TECHNOLOGY–0.0%
Cerner Corp.(a)		1,130		78,038
M3, Inc.		1,200		24,121
				102,159
LIFE SCIENCES TOOLS & SERVICES–0.1%
Agilent Technologies, Inc.		1,245		48,032
Lonza Group AG (REG)(a)		385		51,461
PerkinElmer, Inc.		405		21,319
QIAGEN NV(a)		2,306		56,674
Thermo Fisher Scientific, Inc.		1,485		192,694
Waters Corp.(a)		345		44,291
				414,471
PHARMACEUTICALS–2.3%
AbbVie, Inc.		6,566		441,170
Allergan PLC(a)		1,446		438,803
Astellas Pharma, Inc.		13,000		185,196
AstraZeneca PLC		7,665		485,120
Bayer AG		5,020		703,001
Bristol-Myers Squibb Co.		6,215		413,546
Chugai Pharmaceutical Co., Ltd.		1,000		34,493
Daiichi Sankyo Co., Ltd.		3,900		72,074
Eisai Co., Ltd.		1,500		100,567
Eli Lilly & Co.		3,665		305,991
Endo International PLC(a)		583		46,436
GlaxoSmithKline PLC		29,442		612,156
Hisamitsu Pharmaceutical Co., Inc.		300		11,646
Hospira, Inc.(a)		630		55,887
Johnson & Johnson		10,605		1,033,563
Kyowa Hakko Kirin Co., Ltd.		4,000		52,271
Mallinckrodt PLC(a)		424		49,913
Merck & Co., Inc.		10,805		615,129
Merck KGaA		785		78,257
Mitsubishi Tanabe Pharma Corp.		1,000		14,982
Mylan NV(a)		1,405		95,343

6

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Novartis AG (REG)		13,965	$	1,373,604
Novo Nordisk A/S–Class B		12,184		668,595
Ono Pharmaceutical Co., Ltd.		400		43,658
Orion Oyj–Class B		465		16,288
Otsuka Holdings Co., Ltd.		2,371		75,548
Perrigo Co. PLC		522		96,481
Pfizer, Inc.		23,786		797,545
Roche Holding AG		4,265		1,195,869
Sanofi		7,220		714,274
Santen Pharmaceutical Co., Ltd.		2,500		35,372
Shionogi & Co., Ltd.		1,800		69,756
Shire PLC		3,579		287,571
Sumitomo Dainippon Pharma Co., Ltd.		1,400		15,428
Taisho Pharmaceutical Holdings Co., Ltd.		567		38,302
Takeda Pharmaceutical Co., Ltd.		4,800		231,690
Teva Pharmaceutical Industries Ltd.		5,202		307,844
UCB SA		769		55,295
Zoetis, Inc.		1,846		89,014
				11,957,678
				19,604,747
CONSUMER DISCRETIONARY–3.7%
AUTO COMPONENTS–0.3%
Aisin Seiki Co., Ltd.		900		38,267
BorgWarner, Inc.		830		47,177
Bridgestone Corp.		3,900		144,154
Cie Generale des Etablissements Michelin–Class B		1,132		119,113
Continental AG		668		158,167
Delphi Automotive PLC		1,141		97,088
Denso Corp.		3,000		149,259
GKN PLC		9,965		52,354
Goodyear Tire & Rubber Co. (The)		1,010		30,452
Johnson Controls, Inc.		2,480		122,835
Koito Manufacturing Co., Ltd.		1,000		38,937
NGK Spark Plug Co., Ltd.		1,000		27,694
NOK Corp.		700		21,689
Nokian Renkaat Oyj		503		15,759
Stanley Electric Co., Ltd.		1,600		33,323
Sumitomo Electric Industries Ltd.		4,600		71,196
Sumitomo Rubber Industries Ltd.		1,200		18,588
Toyota Industries Corp.		1,000		56,947
Valeo SA		339		53,624
Yokohama Rubber Co., Ltd. (The)		1,000		20,066
				1,316,689
AUTOMOBILES–0.7%
Bayerische Motoren Werke AG		2,010		220,124
Daihatsu Motor Co., Ltd.		1,000		14,233
Daimler AG (REG)		5,845		532,454
Fiat Chrysler Automobiles NV(a)		5,720		83,913
Ford Motor Co.		14,470		217,195
Fuji Heavy Industries Ltd.		4,000		147,083
General Motors Co.		5,016	$	167,183
Harley-Davidson, Inc.		800		45,080
Honda Motor Co., Ltd.		9,900		319,966
Isuzu Motors Ltd.		3,500		45,918
Mazda Motor Corp.		3,200		62,620
Mitsubishi Motors Corp.		3,400		28,914
Nissan Motor Co., Ltd.		15,100		157,749
Peugeot SA(a)		2,295		47,327
Porsche Automobil Holding SE (Preference Shares)		684		57,672
Renault SA		1,169		122,567
Suzuki Motor Corp.		2,200		74,249
Toyota Motor Corp.		16,600		1,110,827
Volkswagen AG		140		32,416
Volkswagen AG (Preference Shares)		987		229,062
Yamaha Motor Co., Ltd.		1,200		26,220
				3,742,772
DISTRIBUTORS–0.0%
Genuine Parts Co.		560		50,137
Jardine Cycle & Carriage Ltd.		1,000		24,550
				74,687
DIVERSIFIED CONSUMER SERVICES–0.0%
Benesse Holdings, Inc.		300		7,521
H&R Block, Inc.		1,020		30,243
				37,764
HOTELS, RESTAURANTS & LEISURE–0.4%
Accor SA		750		37,957
Carnival Corp.		1,685		83,222
Carnival PLC		1,116		57,061
Chipotle Mexican Grill, Inc.–Class A(a)		144		87,118
Compass Group PLC		10,184		168,434
Crown Resorts Ltd.		2,537		23,838
Darden Restaurants, Inc.		470		33,408
Flight Centre Travel Group Ltd.(b)		471		12,379
Galaxy Entertainment Group Ltd.		8,911		35,342
Genting Singapore PLC		22,000		14,607
InterContinental Hotels Group PLC		1,433		57,774
Marriott International, Inc./MD–Class A		795		59,140
McDonald’s Corp.		3,680		349,858
McDonald’s Holdings Co. Japan Ltd.(b)		500		10,560
Merlin Entertainments PLC(e)		3,228		21,650
MGM China Holdings Ltd.		14,013		22,881
Oriental Land Co., Ltd./Japan		1,200		76,547
Royal Caribbean Cruises Ltd.		627		49,339
Sands China Ltd.		10,875		36,409
SJM Holdings Ltd.		13,014		14,021
Sodexo SA		572		54,453
Starbucks Corp.		5,620		301,316

7

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

Company	Shares		U.S. $ Value
Starwood Hotels & Resorts Worldwide, Inc.		695	$	56,357
Tatts Group Ltd.		15,121		43,356
TUI AG		3,700		59,867
Whitbread PLC		1,102		85,613
William Hill PLC		3,391		21,480
Wyndham Worldwide Corp.		450		36,859
Wynn Macau Ltd.		35,799		59,374
Wynn Resorts Ltd.		310		30,588
Yum! Brands, Inc.		1,645		148,182
				2,148,990
HOUSEHOLD DURABLES–0.2%
Barratt Developments PLC		6,033		58,190
Casio Computer Co., Ltd.(b)		800		15,780
DR Horton, Inc.		1,205		32,969
Electrolux AB–Class B		2,430		76,140
Garmin Ltd.		470		20,647
Harman International Industries, Inc.		240		28,546
Iida Group Holdings Co., Ltd.		2,879		45,768
Leggett & Platt, Inc.		475		23,123
Lennar Corp.–Class A		650		33,176
Mohawk Industries, Inc.(a)		250		47,725
Newell Rubbermaid, Inc.		1,025		42,138
Nikon Corp.(b)		1,500		17,335
Panasonic Corp.		13,400		183,529
Persimmon PLC(a)		1,857		57,615
PulteGroup, Inc.		1,235		24,885
Rinnai Corp.		200		15,749
Sekisui Chemical Co., Ltd.		2,000		24,552
Sekisui House Ltd.		3,000		47,643
Sharp Corp./Japan(a)(b)		9,000		10,936
Sony Corp.(a)		7,100		201,618
Taylor Wimpey PLC		19,787		57,704
Whirlpool Corp.		300		51,915
				1,117,683
INTERNET & CATALOG RETAIL–0.2%
Amazon.com, Inc.(a)		1,430		620,749
Expedia, Inc.		382		41,772
Netflix, Inc.(a)		226		148,468
Priceline Group, Inc. (The)(a)		197		226,820
Rakuten, Inc.		4,835		78,057
TripAdvisor, Inc.(a)		412		35,901
				1,151,767
LEISURE PRODUCTS–0.0%
Bandai Namco Holdings, Inc.		900		17,392
Hasbro, Inc.		400		29,916
Mattel, Inc.		1,235		31,727
Sankyo Co., Ltd.		300		10,621
Sega Sammy Holdings, Inc.		2,500		32,689
Shimano, Inc.		400		54,584
				176,929
MEDIA–0.8%
Altice SA(a)		1,176		161,982
Axel Springer SE		401		21,060
Cablevision Systems Corp.–Class A(b)		780	$	18,673
CBS Corp.–Class B		1,790		99,345
Comcast Corp.–Class A		9,720		584,561
Dentsu, Inc.		1,300		67,252
DIRECTV(a)		1,865		173,053
Discovery Communications, Inc.–Class A(a)(b)		545		18,127
Discovery Communications, Inc.–Class C(a)		995		30,925
Eutelsat Communications SA		1,052		33,983
Gannett Co., Inc.(a)		400		5,596
Hakuhodo DY Holdings, Inc.		2,490		26,629
Interpublic Group of Cos., Inc. (The)		1,495		28,809
ITV PLC		23,254		96,212
JCDecaux SA		1,374		57,458
Kabel Deutschland Holding AG(a)		410		54,864
Lagardere SCA		2,184		63,906
News Corp.–Class A(a)		1,808		26,379
Numericable-SFR SAS(a)		770		40,814
Omnicom Group, Inc.		960		66,710
Pearson PLC		4,977		94,237
ProSiebenSat.1 Media AG (REG)		1,328		65,595
Publicis Groupe SA		807		59,817
REA Group Ltd.		1,002		30,224
Reed Elsevier NV		5,063		120,427
Reed Elsevier PLC		6,934		112,682
RTL Group SA (Germany)		312		28,362
Scripps Networks Interactive, Inc.–Class A(b)		370		24,187
SES SA		1,845		62,025
Singapore Press Holdings Ltd.(b)		6,000		18,166
Sky PLC		6,268		102,091
TEGNA, Inc.		800		25,656
Telenet Group Holding NV(a)		459		24,973
Time Warner Cable, Inc.–Class A		1,065		189,751
Time Warner, Inc.		3,195		279,275
Toho Co., Ltd./Tokyo		1,000		24,865
Twenty-First Century Fox, Inc.–Class A		7,035		228,954
Viacom, Inc.–Class B		1,410		91,143
Vivendi SA(b)		7,368		186,827
Walt Disney Co. (The)		5,914		675,024
WPP PLC		7,999		179,547
				4,300,166
MULTILINE RETAIL–0.2%
Dollar General Corp.		1,120		87,069
Dollar Tree, Inc.(a)		750		59,242
Don Quijote Holdings Co., Ltd.		1,000		42,549
Family Dollar Stores, Inc.		355		27,978
Isetan Mitsukoshi Holdings Ltd.		2,200		39,305
J Front Retailing Co., Ltd.		1,500		28,232
Kohl’s Corp.		780		48,836
Macy’s, Inc.		1,305		88,048

8

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Marks & Spencer Group PLC		9,926	$	83,735
Next PLC		931		108,966
Nordstrom, Inc.		520		38,740
Target Corp.		2,375		193,871
				846,571
SPECIALTY RETAIL–0.5%
ABC-Mart, Inc.		500		30,601
AutoNation, Inc.(a)		285		17,949
AutoZone, Inc.(a)		125		83,363
Bed Bath & Beyond, Inc.(a)		745		51,390
Best Buy Co., Inc.		1,050		34,241
CarMax, Inc.(a)		820		54,292
Dixons Carphone PLC		7,310		51,981
Dufry AG (REG)(a)		264		36,786
Fast Retailing Co., Ltd.		300		136,041
GameStop Corp.–Class A(b)		415		17,828
Gap, Inc. (The)		1,005		38,361
Hennes & Mauritz AB–Class B		5,764		221,849
Hikari Tsushin, Inc.		200		13,480
Home Depot, Inc. (The)		5,080		564,540
Inditex SA		6,622		215,992
Kingfisher PLC		14,379		78,430
L Brands, Inc.		935		80,158
Lowe’s Cos., Inc.		3,690		247,119
Nitori Holdings Co., Ltd.		400		32,611
O’Reilly Automotive, Inc.(a)		390		88,132
Ross Stores, Inc.		1,600		77,776
Sanrio Co., Ltd.(b)		500		13,585
Shimamura Co., Ltd.		200		20,998
Sports Direct International PLC(a)		1,618		18,243
Staples, Inc.		2,415		36,974
Tiffany & Co.		405		37,179
TJX Cos., Inc. (The)		2,570		170,057
Tractor Supply Co.		515		46,319
Urban Outfitters, Inc.(a)		335		11,725
USS Co., Ltd.		1,310		23,626
Yamada Denki Co., Ltd.(b)		2,700		10,801
				2,562,427
TEXTILES, APPAREL & LUXURY GOODS–0.4%
adidas AG		932		71,311
Asics Corp.		1,000		25,833
Burberry Group PLC		2,695		66,487
Christian Dior SE		331		64,800
Cie Financiere Richemont SA		3,169		257,569
Coach, Inc.		1,030		35,648
Fossil Group, Inc.(a)		169		11,722
Hanesbrands, Inc.		1,527		50,880
Hermes International		156		58,247
HUGO BOSS AG		623		69,649
Kering		338		60,430
Li & Fung Ltd.		48,000		38,053
Luxottica Group SpA		1,559		103,701
LVMH Moet Hennessy Louis Vuitton SE		1,695		297,998
Michael Kors Holdings Ltd.(a)		759		31,946
NIKE, Inc.–Class B		2,660	$	287,333
Pandora A/S		700		75,113
PVH Corp.		295		33,984
Ralph Lauren Corp.		240		31,766
Swatch Group AG (The)		137		53,386
Swatch Group AG (The) (REG)		522		39,210
Under Armour, Inc.–Class A(a)		647		53,986
VF Corp.		1,310		91,360
				1,910,412
				19,386,857
INFORMATION TECHNOLOGY–3.3%
COMMUNICATIONS EQUIPMENT–0.3%
Alcatel-Lucent(a)		12,407		45,251
Cisco Systems, Inc.		19,090		524,212
F5 Networks, Inc.(a)		280		33,698
Harris Corp.		395		30,380
Juniper Networks, Inc.		1,490		38,695
Motorola Solutions, Inc.		845		48,452
Nokia Oyj		22,736		154,990
QUALCOMM, Inc.		6,270		392,690
Telefonaktiebolaget LM Ericsson–Class B		18,476		192,430
				1,460,798
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.3%
Amphenol Corp.–Class A		1,150		66,665
Citizen Holdings Co., Ltd.		2,800		19,535
Corning, Inc.		4,805		94,803
FLIR Systems, Inc.		510		15,718
Hamamatsu Photonics KK		1,200		35,385
Hexagon AB–Class B		2,435		88,197
Hirose Electric Co., Ltd.		300		42,984
Hitachi High-Technologies Corp.		600		16,867
Hitachi Ltd.		29,000		191,039
Keyence Corp.		300		161,693
Kyocera Corp.		1,900		98,786
Murata Manufacturing Co., Ltd.		1,200		209,418
Omron Corp.		1,200		52,126
Shimadzu Corp.		2,000		27,144
TDK Corp.		600		45,943
TE Connectivity Ltd.		1,510		97,093
Yaskawa Electric Corp.		2,000		25,581
Yokogawa Electric Corp.		1,100		14,167
				1,303,144
INTERNET SOFTWARE & SERVICES–0.5%
Akamai Technologies, Inc.(a)		655		45,732
eBay, Inc.(a)		4,235		255,116
Equinix, Inc.		215		54,610
Facebook, Inc.–Class A(a)		7,838		672,226
Google, Inc.–Class A(a)		1,089		588,104
Google, Inc.–Class C(a)		1,091		567,877
Kakaku.com, Inc.		961		13,904

9

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

Company	Shares		U.S. $ Value
Mixi, Inc.(b)		409	$	20,292
United Internet AG		1,223		54,356
VeriSign, Inc.(a)(b)		425		26,231
Yahoo Japan Corp.		6,408		25,863
Yahoo!, Inc.(a)		3,465		136,140
				2,460,451
IT SERVICES–0.5%
Accenture PLC–Class A		2,385		230,820
Alliance Data Systems Corp.(a)		230		67,146
Amadeus IT Holding SA–Class A		2,581		103,034
Atos SE		677		50,588
Automatic Data Processing, Inc.		1,820		146,018
Cap Gemini SA		854		75,764
Cognizant Technology Solutions Corp.–Class A(a)		2,280		139,285
Computer Sciences Corp.		540		35,446
Computershare Ltd.		3,663		32,991
Fidelity National Information Services, Inc.		1,070		66,126
Fiserv, Inc.(a)		950		78,688
Fujitsu Ltd.		11,000		61,461
International Business Machines Corp.		3,476		565,406
MasterCard, Inc.–Class A		3,710		346,811
Nomura Research Institute Ltd.		600		23,462
NTT Data Corp.		500		21,835
Otsuka Corp.		600		28,009
Paychex, Inc.		1,195		56,022
Teradata Corp.(a)		545		20,165
Total System Services, Inc.		610		25,480
Visa, Inc.–Class A		7,500		503,625
Western Union Co. (The)– Class W		1,930		39,237
Xerox Corp.		4,045		43,039
				2,760,458
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.4%
Altera Corp.		1,110		56,832
Analog Devices, Inc.		1,180		75,738
Applied Materials, Inc.		4,535		87,163
ARM Holdings PLC		8,527		139,535
ASM Pacific Technology Ltd.		900		8,883
ASML Holding NV		1,801		187,335
Avago Technologies Ltd.		926		123,093
Broadcom Corp.–Class A		2,020		104,010
Infineon Technologies AG		4,860		60,311
Intel Corp.		18,540		563,894
KLA-Tencor Corp.		610		34,288
Lam Research Corp.		629		51,169
Linear Technology Corp.		890		39,365
Microchip Technology, Inc.(b)		745		35,332
Micron Technology, Inc.(a)		3,970		74,795
NVIDIA Corp.		1,885		37,907
Qorvo, Inc.(a)		568		45,593
Rohm Co., Ltd.		400		26,800
Skyworks Solutions, Inc.		724	$	75,368
STMicroelectronics NV		4,174		34,172
Texas Instruments, Inc.		3,975		204,752
Tokyo Electron Ltd.		1,000		63,557
Xilinx, Inc.		985		43,498
				2,173,390
SOFTWARE–0.6%
Adobe Systems, Inc.(a)		1,760		142,578
Autodesk, Inc.(a)		825		41,312
CA, Inc.		1,185		34,709
Citrix Systems, Inc.(a)		630		44,201
COLOPL, Inc.(b)		1,046		21,136
Dassault Systemes		924		67,077
Electronic Arts, Inc.(a)		1,135		75,477
Gemalto NV(b)		323		28,872
GungHo Online Entertainment, Inc.(b)		4,000		15,566
Intuit, Inc.		1,050		105,808
Konami Corp.		1,300		24,164
Microsoft Corp.		30,920		1,365,118
Nexon Co., Ltd.		2,595		35,727
NICE-Systems Ltd.		596		37,853
Nintendo Co., Ltd.		600		100,097
Oracle Corp.		12,200		491,660
Oracle Corp. Japan		500		20,903
Red Hat, Inc.(a)		690		52,392
Sage Group PLC (The)		6,586		53,014
Salesforce.com, Inc.(a)		2,134		148,590
SAP SE		5,977		418,846
Symantec Corp.		2,555		59,404
Trend Micro, Inc./Japan		500		17,103
				3,401,607
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.7%
Apple, Inc.		22,106		2,772,645
Brother Industries Ltd.		800		11,317
Canon, Inc.(b)		6,900		223,825
EMC Corp./MA		7,555		199,376
FUJIFILM Holdings Corp.		2,800		99,927
Hewlett-Packard Co.		6,960		208,870
Konica Minolta, Inc.		2,000		23,310
NEC Corp.		16,000		48,418
NetApp, Inc.		1,190		37,556
Ricoh Co., Ltd.		4,000		41,436
SanDisk Corp.		870		50,651
Seagate Technology PLC		1,200		57,000
Seiko Epson Corp.		1,200		21,265
Western Digital Corp.		830		65,089
				3,860,685
				17,420,533
INDUSTRIALS–3.3%
AEROSPACE & DEFENSE–0.5%
Airbus Group SE		3,570		232,540
BAE Systems PLC		19,161		135,764
Boeing Co. (The)		2,510		348,187

10

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Cobham PLC		7,675	$	31,698
General Dynamics Corp.		1,210		171,445
Honeywell International, Inc.		2,955		301,321
L-3 Communications Holdings, Inc.		325		36,849
Lockheed Martin Corp.		1,050		195,195
Meggitt PLC		4,891		35,815
Northrop Grumman Corp.		790		125,318
Precision Castparts Corp.		540		107,930
Raytheon Co.		1,150		110,032
Rockwell Collins, Inc.		500		46,175
Rolls-Royce Holdings PLC(a)		11,452		156,426
Safran SA		1,646		111,861
Singapore Technologies Engineering Ltd.		19,000		46,520
Textron, Inc.		1,005		44,853
Thales SA		694		41,932
United Technologies Corp.		3,225		357,749
Zodiac Aerospace		1,135		36,971
				2,674,581
AIR FREIGHT & LOGISTICS–0.2%
Bollore SA		11,606		62,086
CH Robinson Worldwide, Inc.		565		35,250
Deutsche Post AG (REG)		5,875		171,663
Expeditors International of Washington, Inc.		720		33,196
FedEx Corp.		1,015		172,956
Kuehne & Nagel International AG (REG)		432		57,362
Royal Mail PLC		2,926		23,655
United Parcel Service, Inc.–Class B		2,655		257,296
Yamato Holdings Co., Ltd.		2,200		42,539
				856,003
AIRLINES–0.1%
American Airlines Group, Inc.		2,732		109,102
ANA Holdings, Inc.		8,000		21,691
Cathay Pacific Airways Ltd.		20,000		49,138
Delta Air Lines, Inc.		3,152		129,484
Deutsche Lufthansa AG (REG)(a)		3,330		42,964
easyJet PLC		964		23,433
International Consolidated Airlines Group SA(a)		6,202		48,385
Japan Airlines Co., Ltd.		900		31,365
Singapore Airlines Ltd.		3,000		23,886
Southwest Airlines Co.		2,555		84,545
				563,993
BUILDING PRODUCTS–0.1%
Allegion PLC		335		20,147
Asahi Glass Co., Ltd.(b)		4,000		24,014
Assa Abloy AB		6,096		114,762
Cie de Saint-Gobain		2,759		124,545
Daikin Industries Ltd.		1,400		100,644
Geberit AG (REG)		168		56,010
LIXIL Group Corp.		1,200		23,803
Masco Corp.		1,305	$	34,804
TOTO Ltd.		2,000		36,048
				534,777
COMMERCIAL SERVICES & SUPPLIES–0.1%
ADT Corp. (The)(b)		647		21,720
Aggreko PLC		1,141		25,772
Babcock International Group PLC		1,139		19,297
Brambles Ltd.		9,492		77,433
Cintas Corp.		335		28,338
Dai Nippon Printing Co., Ltd.		3,000		30,956
Edenred		818		20,212
G4S PLC		12,380		52,201
ISS A/S		954		31,420
Pitney Bowes, Inc.		705		14,671
Republic Services, Inc.–Class A		950		37,211
Secom Co., Ltd.		1,300		84,455
Societe BIC SA		221		35,233
Stericycle, Inc.(a)		310		41,512
Toppan Printing Co., Ltd.		2,000		16,720
Tyco International PLC		1,645		63,300
Waste Management, Inc.		1,595		73,928
				674,379
CONSTRUCTION & ENGINEERING–0.1%
ACS Actividades de Construccion y Servicios SA		1,064		34,320
Bouygues SA		1,739		65,015
Chiyoda Corp.		4,000		35,404
CIMIC Group Ltd.		1,344		22,515
Ferrovial SA		2,713		58,944
Fluor Corp.		565		29,951
Jacobs Engineering Group, Inc.(a)		465		18,888
JGC Corp.		1,000		18,877
Kajima Corp.		7,000		32,878
Obayashi Corp.		3,000		21,876
Quanta Services, Inc.(a)		765		22,047
Shimizu Corp.		4,000		33,662
Skanska AB–Class B		3,301		66,892
Taisei Corp.		5,000		28,705
Vinci SA		2,970		172,372
				662,346
ELECTRICAL EQUIPMENT–0.3%
ABB Ltd. (REG)(a)		13,350		279,794
Alstom SA(a)		1,012		28,745
AMETEK, Inc.		899		49,247
Eaton Corp. PLC		1,794		121,077
Emerson Electric Co.		2,600		144,118
First Solar, Inc.(a)		270		12,685
Fuji Electric Co., Ltd.		4,000		17,204
Legrand SA		1,194		67,201
Mitsubishi Electric Corp.		12,000		154,952
Nidec Corp.		1,300		97,289
OSRAM Licht AG		292		13,969

11

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

Company	Shares		U.S. $ Value
Prysmian SpA		1,074	$	23,216
Rockwell Automation, Inc.		530		66,059
Schneider Electric SE (Paris)		3,189		220,803
Vestas Wind Systems A/S		1,008		50,242
				1,346,601
INDUSTRIAL CONGLOMERATES–0.5%
3M Co.		2,455		378,807
CK Hutchison Holdings Ltd.		14,840		219,135
Danaher Corp.		2,290		196,001
General Electric Co.		37,620		999,563
Keihan Electric Railway Co., Ltd.		5,000		29,117
Keppel Corp., Ltd.		13,000		79,237
Koninklijke Philips NV		7,299		186,288
Roper Technologies, Inc.		375		64,673
Seibu Holdings, Inc.		955		22,115
Siemens AG (REG)		4,814		487,039
Smiths Group PLC		2,461		43,623
Toshiba Corp.		24,000		82,303
				2,787,901
MACHINERY–0.6%
Alfa Laval AB		3,611		63,557
Amada Holdings Co., Ltd.		3,000		31,665
ANDRITZ AG		485		26,857
Atlas Copco AB–Class A		3,037		84,970
Atlas Copco AB–Class B		3,579		89,155
Caterpillar, Inc.		2,385		202,296
CNH Industrial NV		8,194		74,770
Cummins, Inc.		650		85,273
Deere & Co.		1,335		129,562
Dover Corp.		635		44,564
FANUC Corp.		1,200		245,539
Flowserve Corp.		510		26,857
GEA Group AG		896		39,973
Hino Motors Ltd.		2,000		24,724
Hitachi Construction Machinery Co., Ltd.		700		12,254
IHI Corp.		8,000		37,249
Illinois Tool Works, Inc.		1,375		126,211
IMI PLC		1,648		29,132
Ingersoll-Rand PLC		1,005		67,757
Joy Global, Inc.(b)		385		13,937
JTEKT Corp.		1,400		26,475
Kawasaki Heavy Industries Ltd.		9,000		41,951
Komatsu Ltd.		5,700		114,361
Kone Oyj–Class B		1,900		77,121
Kubota Corp.		7,000		110,995
Kurita Water Industries Ltd.		1,200		27,953
Makita Corp.		700		37,911
MAN SE		407		41,931
Melrose Industries PLC		4,594		17,856
Metso Oyj		571		15,693
Minebea Co., Ltd.		2,000		33,017
Mitsubishi Heavy Industries Ltd.		18,000		109,421
Nabtesco Corp.		1,000		25,084
NGK Insulators Ltd.		2,000		51,462
NSK Ltd.		3,000	$	46,258
PACCAR, Inc.		1,310		83,591
Pall Corp.		395		49,158
Parker-Hannifin Corp.		545		63,400
Pentair PLC		710		48,812
Sandvik AB		12,165		134,488
Schindler Holding AG		413		67,547
Schindler Holding AG (REG)		271		44,258
Sembcorp Marine Ltd.(b)		7,000		14,748
SKF AB–Class B		1,658		37,832
SMC Corp./Japan		300		90,276
Snap-on, Inc.		220		35,035
Stanley Black & Decker, Inc.		615		64,723
Sumitomo Heavy Industries Ltd.		6,000		34,946
THK Co., Ltd.		800		17,264
Vallourec SA		641		13,095
Volvo AB–Class B		6,759		83,930
Wartsila Oyj Abp		793		37,158
Weir Group PLC (The)		950		25,320
Xylem, Inc./NY		685		25,393
Zardoya Otis SA		2,136		23,312
				3,228,077
MARINE–0.1%
AP Moeller–Maersk A/S– Class A		15		26,307
AP Moeller–Maersk A/S– Class B		43		77,746
Mitsui OSK Lines Ltd.		12,000		38,412
Nippon Yusen KK		10,000		27,840
				170,305
PROFESSIONAL SERVICES–0.1%
Adecco SA (REG)(a)		1,033		83,836
Bureau Veritas SA		3,094		71,323
Capita PLC		4,013		77,975
Dun & Bradstreet Corp. (The)		165		20,130
Equifax, Inc.		455		44,176
Experian PLC		6,015		109,403
Intertek Group PLC		720		27,684
Nielsen NV		1,116		49,963
Randstad Holding NV		1,613		104,954
Recruit Holdings Co., Ltd.		653		19,913
Robert Half International, Inc.		485		26,917
SGS SA (REG)		24		43,766
				680,040
ROAD & RAIL–0.3%
Asciano Ltd.		8,374		42,911
Aurizon Holdings Ltd.		12,975		51,255
Central Japan Railway Co.		875		157,898
CSX Corp.		3,710		121,131
DSV A/S		1,630		52,781
East Japan Railway Co.		2,000		179,798
Hankyu Hanshin Holdings, Inc.		5,000		29,515
JB Hunt Transport Services, Inc.		353		28,978
Kansas City Southern		420		38,304
Keikyu Corp.		2,000		15,087
Keio Corp.		3,000		21,459

12

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Keisei Electric Railway Co., Ltd.		2,000	$	23,779
Kintetsu Group Holdings Co., Ltd.		8,000		27,243
MTR Corp., Ltd.		15,500		72,015
Nagoya Railroad Co., Ltd.		4,000		14,956
Nippon Express Co., Ltd.		3,000		14,740
Norfolk Southern Corp.		1,190		103,958
Odakyu Electric Railway Co., Ltd.		4,000		37,321
Ryder System, Inc.		215		18,785
Tobu Railway Co., Ltd.		6,000		25,773
Tokyu Corp.		5,000		33,463
Union Pacific Corp.		3,400		324,258
West Japan Railway Co.		1,002		64,107
				1,499,515
TRADING COMPANIES & DISTRIBUTORS–0.2%
Ashtead Group PLC		3,056		52,669
Brenntag AG		567		32,535
Bunzl PLC		2,030		55,377
Fastenal Co.(b)		1,030		43,445
ITOCHU Corp.		9,000		118,865
Marubeni Corp.		10,000		57,386
Mitsubishi Corp.		8,400		184,666
Mitsui & Co., Ltd.		10,400		141,296
Noble Group Ltd.		24,000		13,521
Sumitomo Corp.		6,800		79,148
Toyota Tsusho Corp.		1,300		34,883
Travis Perkins PLC		1,926		63,789
United Rentals, Inc.(a)		350		30,667
Wolseley PLC		1,840		117,345
WW Grainger, Inc.		230		54,430
				1,080,022
TRANSPORTATION INFRASTRUCTURE–0.1%
Abertis Infraestructuras SA		2,454		40,300
Aena SA(a)(e)		364		37,971
Aeroports de Paris		305		34,453
Atlantia SpA		2,911		71,924
Auckland International Airport Ltd.		6,289		21,049
Groupe Eurotunnel SE (REG)		2,068		29,984
Hutchison Port Holdings Trust–Class U		43,553		27,432
Kamigumi Co., Ltd.		3,000		28,161
Mitsubishi Logistics Corp.		1,000		13,124
Sydney Airport		15,829		60,739
Transurban Group		10,995		78,830
				443,967
				17,202,507
CONSUMER STAPLES–2.9%
BEVERAGES–0.6%
Anheuser-Busch InBev NV		4,882		587,502
Asahi Group Holdings Ltd.		2,300		73,044
Brown-Forman Corp.–Class B		602		60,308
Carlsberg A/S–Class B		695		62,971
Coca-Cola Amatil Ltd.		3,316	$	23,391
Coca-Cola Co. (The)		14,780		579,819
Coca-Cola Enterprises, Inc.		850		36,924
Coca-Cola HBC AG(a)		892		19,143
Constellation Brands, Inc.–Class A		620		71,932
Diageo PLC		15,252		441,695
Dr Pepper Snapple Group, Inc.		720		52,488
Heineken NV		1,401		106,514
Kirin Holdings Co., Ltd.		5,000		68,871
Molson Coors Brewing Co.–Class B		600		41,886
Monster Beverage Corp.(a)		560		75,051
PepsiCo, Inc.		5,675		529,705
Pernod Ricard SA(b)		1,289		149,011
Remy Cointreau SA		195		14,088
SABMiller PLC (London)		5,871		304,414
Suntory Beverage & Food Ltd.		848		33,760
Treasury Wine Estates Ltd.		5,315		20,411
				3,352,928
FOOD & STAPLES RETAILING–0.6%
Aeon Co., Ltd.		4,000		56,760
Carrefour SA		3,792		121,850
Casino Guichard Perrachon SA		482		36,585
Colruyt SA		393		17,629
Costco Wholesale Corp.		1,665		224,875
CVS Health Corp.		4,330		454,130
Delhaize Group SA		624		50,754
Distribuidora Internacional de Alimentacion SA		4,415		33,835
FamilyMart Co., Ltd.		400		18,394
J Sainsbury PLC(b)		5,506		22,920
Jeronimo Martins SGPS SA		1,190		15,344
Koninklijke Ahold NV		5,462		102,536
Kroger Co. (The)		1,815		131,606
Lawson, Inc.		600		41,059
METRO AG		1,551		48,987
Seven & i Holdings Co., Ltd.		4,600		197,458
Sysco Corp.		2,155		77,795
Tesco PLC		49,315		164,307
Wal-Mart Stores, Inc.		5,913		419,409
Walgreens Boots Alliance, Inc.		3,295		278,230
Wesfarmers Ltd.		6,821		205,129
Whole Foods Market, Inc.		1,320		52,061
WM Morrison Supermarkets PLC		18,352		52,097
Woolworths Ltd.		7,649		158,941
				2,982,691
FOOD PRODUCTS–0.8%
Ajinomoto Co., Inc.		3,000		64,876
Archer-Daniels-Midland Co.		2,415		116,451
Aryzta AG(a)		470		23,126
Associated British Foods PLC		2,163		97,469
Barry Callebaut AG (REG)(a)		25		28,477
Calbee, Inc.		698		29,405
Campbell Soup Co.		675		32,164

13

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

Company	Shares		U.S. $ Value
Chocoladefabriken Lindt & Sprungli AG (REG)		1	$	62,590
ConAgra Foods, Inc.		1,585		69,296
Danone SA		3,518		227,876
General Mills, Inc.		2,285		127,320
Golden Agri-Resources Ltd.		48,000		14,616
Hershey Co. (The)		550		48,857
Hormel Foods Corp.		475		26,776
JM Smucker Co. (The)		395		42,822
Kellogg Co.		965		60,506
Kerry Group PLC–Class A		961		71,288
Keurig Green Mountain, Inc.(b)		478		36,629
Kikkoman Corp.		1,000		31,224
Kraft Foods Group, Inc.		2,228		189,692
McCormick & Co., Inc./MD		475		38,451
Mead Johnson Nutrition Co.–Class A		760		68,567
MEIJI Holdings Co., Ltd.		300		38,709
Mondelez International, Inc.–Class A		6,285		258,565
Nestle SA (REG)		19,578		1,412,564
NH Foods Ltd		1,000		22,805
Nisshin Seifun Group, Inc.		1,500		19,937
Nissin Foods Holdings Co., Ltd.		400		17,525
Orkla ASA		5,657		44,385
Tate & Lyle PLC		2,078		16,962
Toyo Suisan Kaisha Ltd.		1,000		36,437
Tyson Foods, Inc.–Class A		1,075		45,827
Unilever NV		9,903		414,036
Unilever PLC		7,792		334,582
Wilmar International Ltd.		9,000		21,905
Yakult Honsha Co., Ltd.		400		23,692
				4,216,409
HOUSEHOLD PRODUCTS–0.4%
Clorox Co. (The)		470		48,889
Colgate-Palmolive Co.		3,200		209,312
Henkel AG & Co. KGaA		579		55,211
Henkel AG & Co. KGaA (Preference Shares)		1,082		121,418
Kimberly-Clark Corp.		1,415		149,948
Procter & Gamble Co. (The)		10,165		795,310
Reckitt Benckiser Group PLC		3,945		340,194
Svenska Cellulosa AB SCA–Class B		4,979		126,607
Unicharm Corp.		2,300		54,635
				1,901,524
PERSONAL PRODUCTS–0.1%
Beiersdorf AG		630		52,788
Estee Lauder Cos., Inc. (The)–Class A		840		72,794
Kao Corp.		3,100		144,172
L’Oreal SA		1,526		273,033
Shiseido Co., Ltd.		1,600		36,290
				579,077
TOBACCO–0.4%
Altria Group, Inc.		7,410		362,423
British American Tobacco PLC		11,316		609,282
Imperial Tobacco Group PLC		5,811	$	279,870
Japan Tobacco, Inc.		6,678		237,398
Philip Morris International, Inc.		5,850		468,994
Reynolds American, Inc.		1,524		113,782
Swedish Match AB		831		23,626
				2,095,375
				15,128,004
ENERGY–1.8%
ENERGY EQUIPMENT & SERVICES–0.2%
Amec Foster Wheeler PLC		1,606		20,626
Baker Hughes, Inc.		1,610		99,337
Cameron International Corp.(a)		770		40,325
Diamond Offshore Drilling, Inc.(b)		240		6,194
Ensco PLC–Class A		850		18,930
FMC Technologies, Inc.(a)		860		35,681
Halliburton Co.		3,190		137,393
Helmerich & Payne, Inc.(b)		435		30,633
National Oilwell Varco, Inc.		1,605		77,489
Noble Corp. PLC(b)		925		14,236
Petrofac Ltd.		3,159		45,966
Saipem SpA(a)(b)		1,479		15,629
Schlumberger Ltd.		4,885		421,038
Seadrill Ltd.(b)		3,774		39,195
Technip SA		568		35,201
Tenaris SA		4,173		56,286
Transocean Ltd.(b)		1,250		20,150
Transocean Ltd. (Zurich)(b)		2,638		42,767
WorleyParsons Ltd.		2,661		21,365
				1,178,441
OIL, GAS & CONSUMABLE FUELS–1.6%
Anadarko Petroleum Corp.		1,895		147,924
Apache Corp.		1,445		83,275
BG Group PLC		20,707		344,871
BP PLC		111,844		742,272
Cabot Oil & Gas Corp.		1,540		48,572
Caltex Australia Ltd.		1,410		34,613
Chesapeake Energy Corp.(b)		1,945		21,726
Chevron Corp.		7,130		687,831
Cimarex Energy Co.		327		36,071
ConocoPhillips		4,620		283,714
CONSOL Energy, Inc.		840		18,262
Delek Group Ltd.		11		3,243
Devon Energy Corp.		1,420		84,476
Eni SpA		15,444		274,310
EOG Resources, Inc.		2,060		180,353
EQT Corp.		590		47,991
Exxon Mobil Corp.		16,037		1,334,278
Galp Energia SGPS SA		2,341		27,556
Hess Corp.		990		66,211
Idemitsu Kosan Co., Ltd.		1,200		23,541
Inpex Corp.		5,327		60,466
JX Holdings, Inc.		14,000		60,359
Kinder Morgan, Inc./DE		6,389		245,274
Koninklijke Vopak NV		502		25,390

14

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Lundin Petroleum AB(a)		856	$	14,686
Marathon Oil Corp.		2,505		66,483
Marathon Petroleum Corp.		2,124		111,106
Murphy Oil Corp.		605		25,150
Neste Oyj		572		14,592
Newfield Exploration Co.(a)		470		16,976
Noble Energy, Inc.		1,350		57,618
Occidental Petroleum Corp.		2,950		229,421
OMV AG		894		24,612
ONEOK, Inc.		770		30,400
Origin Energy Ltd.		4,903		45,251
Phillips 66		2,110		169,982
Pioneer Natural Resources Co.		565		78,360
Range Resources Corp.		650		32,097
Repsol SA		6,329		111,553
Royal Dutch Shell PLC–Class A		23,936		676,770
Royal Dutch Shell PLC–Class B		14,816		421,819
Santos Ltd.		4,317		26,065
Southwestern Energy Co.(a)		1,295		29,435
Spectra Energy Corp.		2,485		81,011
Statoil ASA		6,775		121,157
Tesoro Corp.		475		40,095
TonenGeneral Sekiyu KK(b)		2,000		18,604
TOTAL SA		12,995		637,417
Tullow Oil PLC		4,387		23,445
Valero Energy Corp.		1,975		123,635
Williams Cos., Inc. (The)		2,505		143,762
Woodside Petroleum Ltd.		4,502		118,793
				8,372,874
				9,551,315
MATERIALS–1.6%
CHEMICALS–0.9%
Air Liquide SA		2,092		265,455
Air Products & Chemicals, Inc.		720		98,518
Air Water, Inc.		1,000		18,282
Airgas, Inc.		240		25,387
Akzo Nobel NV		2,417		176,463
Arkema SA		450		32,529
Asahi Kasei Corp.		8,000		65,621
BASF SE		5,576		490,649
CF Industries Holdings, Inc.		950		61,066
Croda International PLC		1,144		49,466
Daicel Corp.		3,000		38,497
Dow Chemical Co. (The)		4,225		216,193
Eastman Chemical Co.		580		47,456
Ecolab, Inc.		1,040		117,593
EI du Pont de Nemours & Co.		3,445		220,308
EMS-Chemie Holding AG (REG)		109		46,052
FMC Corp.		480		25,224
Givaudan SA (REG)(a)		56		96,953
Hitachi Chemical Co., Ltd.		900		16,210
Incitec Pivot Ltd.		7,611		22,565
International Flavors & Fragrances, Inc.		300		32,787
Israel Chemicals Ltd.		4,414		30,829
Israel Corp., Ltd. (The)		16		5,647
Johnson Matthey PLC		1,244		59,324
JSR Corp.		800	$	14,123
K&S AG (REG)		1,472		62,071
Kansai Paint Co., Ltd.		1,000		15,493
Kuraray Co., Ltd.		3,000		36,646
LANXESS AG		1,319		77,824
Linde AG		1,128		213,771
LyondellBasell Industries NV–Class A		1,599		165,529
Mitsubishi Chemical Holdings Corp.		8,000		50,293
Mitsubishi Gas Chemical Co., Inc.		5,000		27,996
Mitsui Chemicals, Inc.		8,000		29,722
Monsanto Co.		1,990		212,114
Mosaic Co. (The)		1,180		55,283
Nippon Paint Holdings Co., Ltd.		1,000		28,181
Nitto Denko Corp.		900		73,910
Novozymes A/S–Class B		1,531		72,739
OCI NV(a)		320		9,069
Orica Ltd.(b)		2,259		37,081
PPG Industries, Inc.		1,100		126,192
Praxair, Inc.		1,090		130,310
Sherwin-Williams Co. (The)		315		86,631
Shin-Etsu Chemical Co., Ltd.		2,500		155,027
Sigma-Aldrich Corp.		455		63,404
Sika AG		6		21,161
Solvay SA		360		49,596
Sumitomo Chemical Co., Ltd.		7,000		42,059
Symrise AG		547		33,971
Syngenta AG (REG)		564		230,124
Taiyo Nippon Sanso Corp.		2,000		24,203
Teijin Ltd.		5,000		19,402
Toray Industries, Inc.		9,000		76,074
Umicore SA		509		24,171
Yara International ASA		1,297		67,584
				4,590,828
CONSTRUCTION MATERIALS–0.1%
CRH PLC		5,004		141,077
Fletcher Building Ltd.		4,446		24,465
HeidelbergCement AG		856		67,844
Holcim Ltd. (REG)(a)		1,390		102,562
Imerys SA		448		34,368
James Hardie Industries PLC		3,449		45,907
Lafarge SA		832		55,009
Martin Marietta Materials, Inc.		227		32,123
Taiheiyo Cement Corp.		5,000		14,622
Vulcan Materials Co.		465		39,027
				557,004
CONTAINERS & PACKAGING–0.1%
Amcor Ltd./Australia		7,326		77,417
Avery Dennison Corp.		335		20,415
Ball Corp.		510		35,777
MeadWestvaco Corp.		1,280		60,403
Owens-Illinois, Inc.(a)		560		12,846
Rexam PLC		3,136		27,199
Sealed Air Corp.		790		40,590

15

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

Company	Shares		U.S. $ Value
Toyo Seikan Group Holdings Ltd.		1,700	$	27,274
				301,921
METALS & MINING–0.5%
Alcoa, Inc.		4,370		48,726
Allegheny Technologies, Inc.		385		11,627
Anglo American PLC		8,479		122,491
Antofagasta PLC		1,773		19,191
ArcelorMittal (Euronext Amsterdam)		6,075		58,998
BHP Billiton Ltd.		19,498		397,736
BHP Billiton PLC		12,822		252,102
Boliden AB		1,652		30,117
Fortescue Metals Group Ltd.(b)		18,067		26,608
Freeport-McMoRan, Inc.		3,875		72,153
Fresnillo PLC(b)		1,459		15,910
Glencore PLC(a)		67,642		271,258
Hitachi Metals Ltd.		1,000		15,373
Iluka Resources Ltd.		2,008		11,875
JFE Holdings, Inc.		3,000		66,468
Kobe Steel Ltd.		12,000		20,189
Mitsubishi Materials Corp.		7,000		26,878
Newcrest Mining Ltd.(a)		7,017		70,655
Newmont Mining Corp.		1,795		41,931
Nippon Steel & Sumitomo Metal Corp.		46,000		119,271
Norsk Hydro ASA		6,514		27,339
Nucor Corp.		1,210		53,325
Randgold Resources Ltd.		576		38,636
Rio Tinto Ltd.		2,645		109,415
Rio Tinto PLC		7,725		317,752
South32 Ltd.(a)		32,320		44,254
Sumitomo Metal Mining Co., Ltd.		3,000		45,627
ThyssenKrupp AG		2,036		52,965
voestalpine AG(b)		713		29,716
				2,418,586
PAPER & FOREST PRODUCTS–0.0%
International Paper Co.		1,565		74,478
Mondi PLC		2,233		48,075
Oji Holdings Corp.(b)		4,000		17,383
Stora Enso Oyj–Class R		3,342		34,440
UPM-Kymmene Oyj		3,231		57,176
				231,552
				8,099,891
TELECOMMUNICATION SERVICES–1.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.7%
AT&T, Inc.		19,448		690,793
Bezeq The Israeli Telecommunication Corp., Ltd.		7,158		12,190
BT Group PLC		49,418		349,946
CenturyLink, Inc.		2,110		61,992
Deutsche Telekom AG (REG)		19,275	$	332,307
Elisa Oyj		866		27,438
Frontier Communications Corp.		3,660		18,117
HKT Trust & HKT Ltd.		18,882		22,167
Iliad SA		163		36,135
Inmarsat PLC		2,586		37,175
Koninklijke KPN NV		28,755		110,242
Level 3 Communications, Inc.(a)		1,047		55,145
Nippon Telegraph & Telephone Corp.		4,600		166,592
Orange SA		11,257		173,970
Proximus		795		28,133
Singapore Telecommunications Ltd.		48,000		150,910
Spark New Zealand Ltd		9,734		18,424
Swisscom AG (REG)		154		86,309
TDC A/S		3,390		24,850
Telecom Italia SpA (ordinary shares)(a)		64,157		81,531
Telecom Italia SpA (savings shares)		16,898		17,232
Telefonica Deutschland Holding AG		3,756		21,637
Telefonica SA		27,175		387,118
Telenor ASA		3,853		84,476
TeliaSonera AB		10,613		62,550
Telstra Corp., Ltd.		26,440		125,129
Verizon Communications, Inc.		15,545		724,552
				3,907,060
WIRELESS TELECOMMUNICATION SERVICES–0.3%
KDDI Corp.		10,600		255,799
Millicom International Cellular SA		641		47,287
NTT DOCOMO, Inc.		9,275		178,066
SoftBank Corp.		5,800		341,637
StarHub Ltd.		4,000		11,726
Tele2 AB–Class B		3,826		44,555
Vodafone Group PLC		160,882		586,880
				1,465,950
				5,373,010
UTILITIES–0.9%
ELECTRIC UTILITIES–0.5%
American Electric Power Co., Inc.		1,825		96,670
AusNet Services		37,398		40,230
Cheung Kong Infrastructure Holdings Ltd.		7,000		54,292
Chubu Electric Power Co., Inc.		3,900		58,126
Chugoku Electric Power Co., Inc. (The)		1,300		18,964
CLP Holdings Ltd.		12,500		106,077
Contact Energy Ltd.		2,149		7,296
Duke Energy Corp.		2,632		185,872
Edison International		1,215		67,530
EDP–Energias de Portugal SA		14,060		53,568

16

AB Variable Products Series Fund

Company		Shares				U.S. $ Value
Electricite de France SA			2,239			$	50,083
Endesa SA(b)			1,927				36,905
Enel SpA			39,961				181,115
Entergy Corp.			675				47,587
Eversource Energy			1,160				52,676
Exelon Corp.			3,197				100,450
FirstEnergy Corp.			1,535				49,964
Fortum Oyj			2,697				47,912
Hokuriku Electric Power Co.			1,600				23,833
Iberdrola SA			31,314				211,418
Kansai Electric Power Co., Inc. (The)(a)			3,100				34,319
Kyushu Electric Power Co., Inc.(a)			1,900				22,028
Mighty River Power Ltd.			4,915				9,292
NextEra Energy, Inc.			1,645				161,259
Pepco Holdings, Inc.			890				23,977
Pinnacle West Capital Corp.			385				21,903
Power Assets Holdings Ltd.			8,500				77,388
PPL Corp.			2,445				72,054
Red Electrica Corp. SA(b)			657				52,757
Shikoku Electric Power Co., Inc.			2,700				40,419
Southern Co. (The)			3,360				140,784
SSE PLC			5,919				142,851
Terna Rete Elettrica Nazionale SpA			8,231				36,395
Tohoku Electric Power Co., Inc.			2,700				36,557
Tokyo Electric Power Co., Inc.(a)			8,800				47,942
Xcel Energy, Inc.			1,870				60,177
							2,470,670
GAS UTILITIES–0.1%
AGL Resources, Inc.			448				20,859
APA Group			3,771				23,952
Enagas SA(b)			1,276				34,736
Gas Natural SDG SA(b)			2,126				48,275
Hong Kong & China Gas Co., Ltd.			35,574				74,632
Osaka Gas Co., Ltd.			11,000				43,415
Snam SpA			14,719				70,048
Toho Gas Co., Ltd.			6,000				35,521
Tokyo Gas Co., Ltd.			14,000				74,321
							425,759
INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.0%
AES Corp./VA			2,385				31,625
Electric Power Development Co., Ltd.			500				17,663
Enel Green Power SpA			25,579				50,002
Meridian Energy Ltd.			6,766				9,904
NRG Energy, Inc.			1,240				28,371
							137,565
MULTI-UTILITIES–0.3%
AGL Energy Ltd.			3,037				36,380
Ameren Corp.			910				34,289
CenterPoint Energy, Inc.					1,545			$	29,401
Centrica PLC					30,469				126,431
CMS Energy Corp.					970				30,885
Consolidated Edison, Inc.					1,080				62,510
Dominion Resources, Inc./VA					2,185				146,111
DTE Energy Co.					670				50,009
E.ON SE					12,148				161,987
GDF Suez					8,789				163,637
National Grid PLC					22,895				294,678
NiSource, Inc.					1,155				52,656
PG&E Corp.					1,775				87,153
Public Service Enterprise Group, Inc.					1,855				72,864
RWE AG					3,008				64,697
SCANA Corp.					545				27,604
Sempra Energy					860				85,088
Suez Environnement Co.					2,665				49,753
TECO Energy, Inc.					875				15,453
United Utilities Group PLC					4,140				57,986
Veolia Environnement SA					1,552				31,776
WEC Energy Group, Inc.					1,188				53,442
									1,734,790
WATER UTILITIES–0.0%
Severn Trent PLC					1,575				51,465
									4,820,249
Total Common Stocks (cost $120,152,233)									148,836,679
				Principal Amount (000)
GOVERNMENTS–TREASURIES–18.6%
UNITED STATES–18.0%
U.S. Treasury Bonds
2.50%, 2/15/45	U.S.$				280				246,422
2.75%, 8/15/42					920				855,960
2.875%, 5/15/43					725				690,903
3.125%, 11/15/41–2/15/43					2,825				2,835,302
3.50%, 2/15/39					358				385,913
3.625%, 8/15/43					2,245				2,469,850
3.75%, 8/15/41					220				247,036
3.875%, 8/15/40					280				319,769
4.25%, 5/15/39					240				289,613
4.375%, 11/15/39–5/15/41					1,258				1,548,888
4.50%, 8/15/39					220				275,361
4.75%, 2/15/37–2/15/41					401				521,571
5.375%, 2/15/31					650				873,793
6.00%, 2/15/26					762				1,023,521
6.25%, 8/15/23–5/15/30					724				1,027,630
6.875%, 8/15/25					325				459,976
7.25%, 5/15/16–8/15/22					3,223				3,640,758
7.50%, 11/15/16					92				100,891
7.625%, 2/15/25					55				80,575
8.00%, 11/15/21					123				167,895

17

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

			Principal Amount (000)		U.S. $ Value
U.S. Treasury Notes
0.375%, 1/31/16	U.S.$			882	$	883,171
0.50%, 7/31/17				1,735		1,728,900
0.75%, 2/28/18–3/31/18				5,625		5,599,390
0.875%, 11/30/16–4/30/17				2,315		2,327,720
1.00%, 9/30/16–9/30/19				6,570		6,572,416
1.25%, 11/30/18–4/30/19				5,994		5,986,898
1.375%, 11/30/15–3/31/20				9,837		9,876,799
1.50%, 5/31/19–5/31/20				4,840		4,841,453
1.625%, 8/15/22–11/15/22				2,090		2,022,809
1.75%, 5/15/23				1,740		1,683,043
1.875%, 10/31/17				1,100		1,127,930
2.00%, 4/30/16–2/15/25				4,720		4,686,263
2.125%, 8/15/21–5/15/25				1,155		1,146,109
2.25%, 11/30/17–11/15/24				899		917,429
2.375%, 7/31/17–8/15/24				1,271		1,289,761
2.50%, 8/15/23–5/15/24				2,242		2,286,857
2.625%, 1/31/18–11/15/20				3,140		3,282,301
2.75%, 5/31/17–11/15/23				3,570		3,730,551
3.00%, 2/28/17				889		925,185
3.125%, 10/31/16–5/15/21				1,111		1,165,403
3.25%, 7/31/16				1,147		1,182,395
3.375%, 11/15/19				1,890		2,040,461
3.50%, 5/15/20				910		989,696
3.625%, 2/15/20				3,519		3,843,132
3.75%, 11/15/18				6,205		6,739,697
						94,937,396
BRAZIL–0.6%
Brazil Notas do Tesouro Nacional Series B 6.00%, 8/15/50		BRL		3,602		3,064,560
Total Governments–Treasuries (cost $97,873,027)						98,001,956
			Shares
INVESTMENT COMPANIES–15.3%
FUNDS AND INVESTMENT TRUSTS–15.3%
iShares Core MSCI Emerging Markets ETF(b)				418,764		20,117,423
iShares International Developed Real Estate ETF(b)				313,750		9,330,925
iShares MSCI All Country Asia ex Japan ETF(b)				106,030		6,679,890
iShares MSCI EAFE ETF				43,003		2,730,260
SPDR S&P 500 ETF Trust(b)				133,645		27,510,823
Vanguard Mid-Cap ETF(b)				4,030		513,543
Vanguard REIT ETF(b)				141,941		10,601,573
Vanguard Small-Cap ETF(b)				23,840		2,895,845
Total Investment Companies (cost $82,545,453)						80,380,282
INFLATION-LINKED SECURITIES–9.0%
UNITED STATES–9.0%
U.S. Treasury Inflation Index
0.125%, 4/15/19–1/15/22	U.S.$			26,097	$	26,271,360
1.375%, 7/15/18–1/15/20				5,210		5,562,967
2.125%, 1/15/19				895		974,247
1.875%, 7/15/19				1,281		1,395,850
1.25%, 7/15/20				565		604,755
1.125%, 1/15/21				4,972		5,258,738
0.625%, 7/15/21				6,887		7,108,695
Total Inflation-Linked Securities (cost $47,146,460)						47,176,612
			Contracts
OPTIONS PURCHASED–CALLS–0.1%
OPTIONS ON EQUITY INDICES–0.1%
S&P 500 Index Expiration: Aug 2015, Exercise Price: $2,190.00(a)(f)				18,500		48,228
S&P 500 Index Expiration: Aug 2015, Exercise Price: $2,190.00(a)(f)				456		1,189
S&P 500 Index Expiration: Sep 2015, Exercise Price: $2,135.00(a)(f)				17,800		332,044
Total Options Purchased–Calls (cost $878,316)						381,461
			Shares
RIGHTS–0.0%
CONSUMER DISCRETIONARY–0.0%
DISTRIBUTORS–0.0%
Jardine Cycle & Carriage Ltd., expiring 7/20/15(a)(c)(d)				111		586
SHORT-TERM INVESTMENTS–28.0%
INVESTMENT COMPANIES–28.0%
AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.10%(g)(h) (cost $147,517,174)				147,517,174		147,517,174
Total Investments Before Security Lending Collateral for Securities Loaned–99.3% (cost $496,112,663)						522,294,750

18

AB Variable Products Series Fund

	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–12.6%
INVESTMENT COMPANIES–12.6%
AB Exchange Reserves–Class I, 0.07%(g)(h) (cost $66,141,616)		66,141,616	$	66,141,616
TOTAL INVESTMENTS–111.9% (cost $562,254,279)				588,436,366
Other assets less liabilities–(11.9)%				(62,809,513	)
NET ASSETS–100.0%			$	525,626,853

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		253		September 2015	$	10,213,334	$	9,691,477	$	(521,857	)
FTSE 100 Index Futures		15		September 2015		1,571,823		1,530,555		(41,268	)
MSCI EAFE Mini Futures		1		September 2015		95,757		91,700		(4,057	)
S&P 500 E Mini Index Futures		6		September 2015		622,459		616,320		(6,139	)
TOPIX Index Futures		112		September 2015		15,090,869		14,921,436		(169,433	)
U.S. T-Note 10 Yr (CBT) Futures		312		September 2015		39,435,943		39,365,625		(70,318	)
U.S. Ultra Bond Futures		94		September 2015		14,662,533		14,481,875		(180,658	)
Sold Contracts
Hang Seng Index Futures		6		July 2015		1,055,599		1,014,146		41,453
SPI 200 Futures		14		September 2015		1,491,211		1,457,420		33,791
									$	(918,486	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	6,516	JPY	798,145		9/17/15	$	11,843
Citibank	EUR	1,021	USD	1,146		9/17/15		6,914
Credit Suisse International	USD	3,224	CHF	2,964		9/17/15		(44,925	)
Credit Suisse International	USD	1,158	EUR	1,021		9/17/15		(18,849	)
Credit Suisse International	USD	1,086	SEK	8,811		9/17/15		(20,990	)
Deutsche Bank AG	USD	1,979	JPY	244,333		9/17/15		19,149
HSBC Bank USA	AUD	1,392	USD	1,068		9/17/15		(1,426	)
HSBC Bank USA	JPY	93,620	USD	756		9/17/15		(9,709	)

19

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

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services LLC	USD	1,097	AUD	1,392		9/17/15	$	(27,005	)
Morgan Stanley Capital Services LLC	USD	799	JPY	98,737		9/17/15		9,079
Royal Bank of Scotland PLC	GBP	671	USD	1,055		9/17/15		1,755
Royal Bank of Scotland PLC	USD	1,520	GBP	959		9/17/15		(13,693	)
Societe Generale	USD	3,074	GBP	2,004		9/17/15		72,665
Standard Chartered Bank	CAD	591	USD	481		9/17/15		8,027
State Street Bank & Trust Co.	BRL	10,026	USD	3,193		8/04/15		5,301
State Street Bank & Trust Co.	EUR	741	USD	840		9/17/15		12,900
State Street Bank & Trust Co.	GBP	951	USD	1,463		9/17/15		(30,281	)
State Street Bank & Trust Co.	SEK	3,999	USD	485		9/17/15		2,121
State Street Bank & Trust Co.	USD	836	EUR	741		9/17/15		(8,595	)
State Street Bank & Trust Co.	USD	524	SEK	4,318		9/17/15		(2,028	)
UBS AG	EUR	1,107	USD	1,240		9/17/15		4,380
							$	(23,367	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive	Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 24, 5 Year Index, 6/20/20*	5.00%		3.53	%	$	15,484	$	982,636	$	(13,516	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*	5.00		3.53			9,969		632,346		(55,983	)
							$	1,614,982	$	(69,499	)

* Termination date.

TOTAL RETURN SWAPS (see Note D)

Counterparty & Referenced Obligation	# of Shares or Units		Rate Paid/ Received	Notional Amount (000)		Maturity Date		Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Obligation
Citibank
Standard and Poor’s Midcap 400 Index	$	5,816	LIBOR Plus 0.07%	$	12,625		2/3/16	$	(217,537	)
Goldman Sachs International
Russell 2000 Total Return Index		441	LIBOR Minus 0.55%		2,599		3/15/16		26,964
Russell 2000 Total Return Index		30	LIBOR Minus 0.49%		181		4/15/16		(2,447	)
Russell 2000 Total Return Index		627	LIBOR Minus 0.57%		3,785		4/15/16		(50,636	)
UBS AG
Russell 2000 Total Return Index		599	LIBOR Minus 0.60%		3,583		10/15/15		(16,746	)
								$	(260,402	)

* Less than $0.50.

(a) Non-income producing security.

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

20

AB Variable Products Series Fund

(c) Fair valued by the Adviser.

(d) Illiquid security.

(e) 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, 2015, the aggregate market value of these securities amounted to $59,621 or 0.0% of net assets.

(f) One contract relates to 1 share.

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

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

Currency Abbreviation:

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

SEK—Swedish Krona

USD—United States Dollar

Glossary:

CBT—Chicago Board of Trade

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

EAFE—Europe, Australia, and Far East

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

MSCI—Morgan Stanley Capital International

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, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $348,595,489)	$	374,777,576	(a)
Affiliated issuers (cost $213,658,790—including investment of cash collateral for securities loaned of $66,141,616)		213,658,790
Cash		6,926
Cash collateral due from broker		3,730,202
Foreign currencies, at value (cost $371,102)		365,827
Dividends and interest receivable		1,583,039
Receivable for capital stock sold		786,720
Unrealized appreciation on forward currency exchange contracts		154,134
Receivable for variation margin on exchange-traded derivatives		131,049
Receivable for investment securities sold		51,310
Unrealized appreciation on total return swaps		26,964
Total assets		595,272,537
LIABILITIES
Payable for collateral received on securities loaned		65,408,778
Payable for investment securities purchased and foreign currency transactions		2,099,034
Collateral due to Securities Lending Agent		732,838
Advisory fee payable		304,539
Payable for capital stock redeemed		287,727
Unrealized depreciation on total return swaps		287,366
Unrealized depreciation on forward currency exchange contracts		177,501
Distribution fee payable		108,687
Payable for variation margin on exchange-traded derivatives		71,692
Administrative fee payable		10,035
Transfer Agent fee payable		107
Accrued expenses		157,380
Total liabilities		69,645,684
NET ASSETS	$	525,626,853
COMPOSITION OF NET ASSETS
Capital stock, at par	$	44,209
Additional paid-in capital		476,001,716
Undistributed net investment income		4,269,740
Accumulated net realized gain on investment and foreign currency transactions		20,404,290
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		24,906,898
	$	525,626,853

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	365,852		30,558	$	11.97
B	$	525,261,001		44,178,139	$	11.89

(a) Includes securities on loan with a value of $64,341,486 (see Note E).

See notes to financial statements.

22

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $152,403)	$	3,199,678
Affiliated issuers		80,572
Interest		632,639
Securities lending income		261,637
		4,174,526
EXPENSES
Advisory fee (see Note B)		1,776,466
Distribution fee—Class B		633,963
Transfer agency—Class A		2
Transfer agency—Class B		2,660
Custodian		134,452
Audit and tax		45,186
Administrative		25,016
Printing		18,720
Legal		13,865
Directors’ fees		8,320
Miscellaneous		59,055
Total expenses		2,717,705
Net investment income		1,456,821
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		4,304,392
Futures		7,223,340
Options written		277,388
Swaps		2,229,109
Foreign currency transactions		(1,222,174	)
Net change in unrealized appreciation/depreciation of:
Investments		(3,184,003	)
Futures		(1,972,761	)
Swaps		(1,110,929	)
Foreign currency denominated assets and liabilities		300,083
Net gain on investment and foreign currency transactions		6,844,445
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,301,266

See notes to financial statements.

23

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

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,456,821		$	1,879,095
Net realized gain on investment transactions and foreign currency transactions		12,812,055			11,045,036
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(5,967,610	)		5,328,537
Net increase in net assets from operations		8,301,266			18,252,668
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,822	)
Class B		–0	–		(1,663,749	)
Net realized gain on investment transactions
Class A		–0	–		(12,606	)
Class B		–0	–		(16,600,682	)
CAPITAL STOCK TRANSACTIONS
Net increase		35,375,514			94,188,367
Total increase		43,676,780			94,162,176
NET ASSETS
Beginning of period		481,950,073			387,787,897
End of period (including undistributed net investment income of $4,269,740 and $2,812,919, respectively)	$	525,626,853		$	481,950,073

See notes to financial statements.

24

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Dynamic Asset Allocation Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Dynamic Asset Allocation Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

25

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

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)

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

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a

26

AB Variable Products Series Fund

valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2015:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	11,592,923		$	20,656,643		$	–0	–^	$	32,249,566
Health Care		10,654,230			8,950,517			–0	–		19,604,747
Consumer Discretionary		9,082,030			10,304,827			–0	–		19,386,857
Information Technology		13,656,989			3,763,544			–0	–		17,420,533
Industrials		7,177,589			10,024,918			–0	–		17,202,507
Consumer Staples		6,515,033			8,612,971			–0	–		15,128,004
Energy		5,422,895			4,128,420			–0	–		9,551,315
Materials		2,271,670			5,828,221			–0	–		8,099,891
Telecommunication Services		1,608,901			3,764,109			–0	–		5,373,010
Utilities		2,078,566			2,741,683			–0	–		4,820,249
Governments—Treasuries		–0	–		98,001,956			–0	–		98,001,956
Investment Companies		80,380,282			–0	–		–0	–		80,380,282
Inflation-Linked Securities		–0	–		47,176,612			–0	–		47,176,612
Options Purchased—Calls		–0	–		381,461			–0	–		381,461
Rights		–0	–		–0	–		586			586
Short-Term Investments		147,517,174			–0	–		–0	–		147,517,174
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		66,141,616			–0	–		–0	–		66,141,616
Total Investments in Securities		364,099,898			224,335,882			586			588,436,366
Other Financial Instruments*:
Assets:
Futures		–0	–		75,244			–0	–		75,244	#
Forward Currency Exchange Contracts		–0	–		154,134			–0	–		154,134
Total Return Swaps		–0	–		26,964			–0	–		26,964
Liabilities:
Futures		(261,173	)		(732,557	)		–0	–		(993,730	)#
Forward Currency Exchange Contracts		–0	–		(177,501	)		–0	–		(177,501	)
Centrally Cleared Credit Default Swaps		–0	–		(69,499	)		–0	–		(69,499	)#
Total Return Swaps		–0	–		(287,366	)		–0	–		(287,366	)
Total+	$	363,838,725		$	223,325,301		$	586		$	587,164,612

^ Less than $0.50

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

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

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

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

27

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

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

	Common Stocks			Rights			Total
Balance as of 12/31/14	$	–0	–	$	–0	–	$	–0	–
Accrued discounts/(premiums)		–0	–		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–		–0	–
Change in unrealized appreciation/depreciation		–0	–		586			586
Purchases		–0	–		–0	–		–0	–
Sales		–0	–		–0	–		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/15	$	–0	–^	$	586		$	586
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/15*	$	–0	–	$	586		$	586

^ Less than $0.50.

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

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

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

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

3. Currency Translation

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

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

28

AB Variable Products Series Fund

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. Any fees waived and expenses borne by the Adviser through June 30, 2015 are subject to repayment by the Fund until June 30, 2018. For the six months ended June 30, 2015, there were no expenses waived by the Adviser. Under the agreement, fees waived and expenses borne by the Adviser were subject to repayment by the Fund until April 1, 2015. No repayment would have been made that would have caused the Portfolio’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of offering expenses as recorded by the Portfolio on or before April 1, 2012. No repayments were made under this provision.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2015, the reimbursement for such services amounted to $25,016.

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 $662 for the six months ended June 30, 2015.

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

29

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

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, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)		Dividend Income (000)
$	142,292	$	144,222	$	138,997	$	147,517	$	69

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $27,082, 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, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	94,570,965	$	99,444,581
U.S. government securities		64,369,699		43,772,582

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 swap transactions) are as follows:

Gross unrealized appreciation	$	34,322,153
Gross unrealized depreciation		(8,140,066	)
Net unrealized appreciation	$	26,182,087

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

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

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

During the six months ended June 30, 2015, 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, 2015, the Portfolio held forward currency exchange contracts for 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)	AB 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.

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

During the six months ended June 30, 2015, the Portfolio held purchased options for hedging purposes. During the six months ended June 30, 2015, the Portfolio held written options for hedging purposes.

For the six months ended June 30, 2015, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/14		–0	–	$	–0	–
Options written		12,400			307,768
Options expired		–0	–		–0	–
Options bought back		(12,400	)		(307,768	)
Options exercised		–0	–		–0	–
Options written outstanding as of 06/30/15		–0	–	$	–0	–

• Swaps

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

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

32

AB Variable Products Series Fund

over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

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

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

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

During the six months ended June 30, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

33

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

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, 2015, 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 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 derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

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

34

AB Variable Products Series Fund

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts					Receivable/Payable for variation margin on exchange-traded derivatives	$	250,976	*
Credit contracts					Receivable/Payable for variation margin on exchange-traded derivatives		69,499	*
Equity contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	75,244	*	Receivable/Payable for variation margin on exchange-traded derivatives		742,754	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		154,134		Unrealized depreciation on forward currency exchange contracts		177,501
Equity contracts	Investments in securities, at value		381,461
Equity contracts	Unrealized appreciation on total return swaps		26,964		Unrealized depreciation on total return swaps		287,366
Total		$	637,803			$	1,528,096

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015:

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	$	(199,394	)	$	(655,842	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		7,422,734			(1,316,919	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(1,268,034	)		301,864
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(764,157	)		(496,856	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		277,388			–0	–
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(405,169	)		219,892
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		2,634,278			(1,330,821	)
Total		$	7,697,646		$	(3,278,682	)

35

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

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2015:

Futures:
Average original value of buy contracts	$	93,312,130
Average original value of sale contracts	$	3,217,363	(a)
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	45,820,426
Average principal amount of sale contracts	$	44,524,919
Purchased Options:
Average monthly cost	$	810,305	(b)
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	33,578,970	(c)
Average notional amount of sale contracts	$	34,652,389
Total Return Swaps:
Average notional amount	$	26,263,286

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

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

(c) Positions were open for five 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.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

Exchange-Traded Derivatives:

Citigroup Global Markets, Inc.**

$

131,049

$

–0

–

$

–0

–

$

–0

–

$

131,049

Total

$

131,049

$

–0

–

$

–0

–

$

–0

–

$

131,049

OTC Derivatives:

Bank of America, NA

$

332,044

$

–0

–

$

–0

–

$

–0

–

$

332,044

Barclays Bank PLC

11,843

–0

–

–0

–

–0

–

11,843

Citibank

6,914

(6,914

)

–0

–

–0

–

–0

–

Deutsche Bank AG

68,566

–0

–

–0

–

–0

–

68,566

Goldman Sachs International

26,964

(26,964

)

–0

–

–0

–

–0

–

Morgan Stanley Capital Services LLC

9,079

(9,079

)

–0

–

–0

–

–0

–

Royal Bank of Scotland PLC

1,755

(1,755

)

–0

–

–0

–

–0

–

Societe Generale

72,665

–0

–

–0

–

–0

–

72,665

Standard Chartered Bank

8,027

–0

–

–0

–

–0

–

8,027

State Street Bank & Trust Co.

20,322

(20,322

)

–0

–

–0

–

–0

–

UBS AG

4,380

(4,380

)

–0

–

–0

–

–0

–

Total

$

562,559

$

(69,414

)

$

–0

–

$

–0

–

$

493,145

^

36

AB Variable Products Series Fund

Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	71,692	$	–0	–	$	(71,692	)	$	–0	–	$	–0	–
Total	$	71,692	$	–0	–	$	(71,692	)	$	–0	–	$	–0	–
OTC Derivatives:
Citibank	$	217,537	$	(6,914	)	$	–0	–	$	–0	–	$	210,623
Credit Suisse International		84,764		–0	–		–0	–		–0	–		84,764
Goldman Sachs International		53,083		(26,964	)		–0	–		–0	–		26,119
HSBC Bank USA		11,135		–0	–		–0	–		–0	–		11,135
Morgan Stanley Capital Services LLC		27,005		(9,079	)		–0	–		–0	–		17,926
Royal Bank of Scotland PLC		13,693		(1,755	)		–0	–		–0	–		11,938
State Street Bank & Trust Co.		40,904		(20,322	)		–0	–		–0	–		20,582
UBS AG		16,746		(4,380	)		–0	–		–0	–		12,366
Total	$	464,867	$	(69,414	)	$	–0	–	$	–0	–	$	395,453	^

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

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at June 30, 2015.

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

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $64,341,486 and had received cash collateral which has been invested into AB Exchange Reserves of $66,141,616. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $261,637 and $11,593 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in

37

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

the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	6,894	$	477,995	$	418,747	$	66,142

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		6,947			25,879		$	83,405		$	306,156
Shares issued in reinvestment of dividends and distributions		–0	–		1,199			–0	–		13,912
Shares redeemed		(6,160	)		(20,202	)		(75,119	)		(241,602	)
Net increase		787			6,876		$	8,286		$	78,466
Class B
Shares sold		5,636,589			10,708,222		$	67,781,122		$	125,493,251
Shares issued in reinvestment of dividends and distributions		–0	–		1,581,336			–0	–		18,264,431
Shares redeemed		(2,698,760	)		(4,228,715	)		(32,413,894	)		(49,647,781	)
Net increase		2,937,829			8,060,843		$	35,367,228		$	94,109,901

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

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

Commodity Risk—Investing in commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in

38

AB Variable Products Series Fund

overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase agreements, forward currency exchange contracts, forward commitments, dollar rolls or futures by borrowing money. The use of derivative transactions 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.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares.

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

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.

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

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

39

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

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

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

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

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the tax treatment of swaps 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.

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

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

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,									April 1, 2011(a) to December 31, 2011
				2014			2013			2012
Net asset value, beginning of period		$11.74			$11.74			$10.53			$9.75			$10.00
Income From Investment Operations
Net investment income (loss) (b)		.05			.08	(c)		.03	(c)		(.01	)(c)		.03	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.18			.44			1.26			.81			(.28	)
Net increase (decrease) in net asset value from operations		.23			.52			1.29			.80			(.25	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.07	)		(.04	)		(.01	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.45	)		(.04	)		(.01	)		–0	–
Total dividends and distributions		–0	–		(.52	)		(.08	)		(.02	)		–0	–
Net asset value, end of period		$11.97			$11.74			$11.74			$10.53			$9.75
Total Return
Total investment return based on net asset value (d)		1.96	%		4.45	%		12.31	%		8.22	%		(2.50	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$366			$350			$269			$27			$9,742
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.82	%^		.85	%		.85	%		.85	%		.85	%^
Expenses, before waivers/reimbursements		.82	%^		.85	%		.89	%		1.22	%		2.53	%^
Net investment income (loss)		.82	%^		.69	%(c)		.31	%(c)		(.14	)%(c)		.36	%(c)^
Portfolio turnover rate		40	%		53	%		52	%		51	%		68	%

See footnote summary on page 42.

41

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

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

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,									April 1, 2011(a) to December 31, 2011
				2014			2013			2012
Net asset value, beginning of period		$11.68			$11.68			$10.49			$9.74			$10.00
Income From Investment Operations
Net investment income (b)		.03			.05	(c)		.01	(c)		.01	(c)		.06	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.18			.45			1.25			.76			(.32	)
Net increase (decrease) in net asset value from operations		.21			.50			1.26			.77			(.26	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.05	)		(.03	)		(.01	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.45	)		(.04	)		(.01	)		–0	–
Total dividends and distributions		–0	–		(.50	)		(.07	)		(.02	)		–0	–
Net asset value, end of period		$11.89			$11.68			$11.68			$10.49			$9.74
Total Return
Total investment return based on net asset value (d)		1.89	%		4.21	%		12.04	%		7.90	%		(2.60	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$525,261			$481,600			$387,519			$220,663			$51,687
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.07	%^		1.10	%		1.10	%		1.10	%		1.10	%^
Expenses, before waivers/reimbursements		1.07	%^		1.10	%		1.14	%		1.29	%		2.45	%^
Net investment income		.57	%^		.44	%(c)		.05	%(c)		.12	%(c)		1.02	%(c)^
Portfolio turnover rate		40	%		53	%		52	%		51	%		68	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

^ Annualized.

See notes to financial statements.

42

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

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

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

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

3 The Portfolio commenced operation on April 1, 2011.

4 Jones v. Harris at 1427.

43

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

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

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

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

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.

44

AB 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 June 30, 2014 net assets:⁶

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

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

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

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

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

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

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

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

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

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

8 The advisory fees of each Overlay Portfolio are based on the percentage of each portfolio’s average daily 9 net assets, not an aggregate of the assets in the portfolios shown.

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

45

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

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

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

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

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

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

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

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

10 The client is an affiliate of the Adviser.

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

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

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

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

46

AB Variable Products Series Fund

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

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

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

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

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

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

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

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

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

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

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

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

15 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU 16 . Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

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

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

47

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

The Portfolio did not effect any brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB.” The Adviser represented that SCB’s profitability from any future business conducted with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for its clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

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

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

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.

48

AB Variable Products Series Fund

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

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

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

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

CONCLUSION:

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

Dated: August 29, 2014

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

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

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

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

49

VPS-DAA-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ GLOBAL BOND PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GLOBAL BOND PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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 April 29, 2015+		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	986.00	$	0.62		0.37	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,007.86	$	0.63		0.37	%
Class B
Actual	$	1,000	$	986.00	$	1.11		0.66	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,007.37	$	1.13		0.66	%

+ Commencement of operations.

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 62/365 (to reflect the one-half year period).

1

GLOBAL BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Investment Companies	$	4,920,785		48.3	%
Governments—Treasuries		2,617,771		25.7
Mortgage Pass-Throughs		272,333		2.7
Inflation-Linked Securities		249,552		2.5
Corporates—Investment Grade		164,342		1.6
Governments—Sovereign Agencies		86,097		0.8
Short-Term Investments		1,872,902		18.4
Total Investments	$	10,183,782		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).

2

GLOBAL BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares			U.S. $ Value
INVESTMENT COMPANIES–49.9%
FUNDS AND INVESTMENT TRUST–49.9%
AB Global Bond Fund, Inc.–Class Z(a) (cost $5,021,451)			593,581	$	4,920,785
	Principal Amount (000)
GOVERNMENTS–TREASURIES–26.5%
AUSTRALIA–1.6%
Australia Government Bond
Series 122 5.25%, 3/15/19(b)		AUD	130		111,434
Series 139 3.25%, 4/21/25(b)			28		22,026
Series 144 3.75%, 4/21/37(b)			29		22,753
					156,213
BELGIUM–0.4%
Belgium Government Bond Series 71 3.75%, 6/22/45(b)		EUR	27		40,705
BRAZIL–0.7%
Brazil Notas do Tesouro Nacional
Serie B 6.00%, 8/15/50		BRL	45		38,286
Series B 6.00%, 5/15/55			33		27,955
					66,241
CANADA–3.1%
Canadian Government Bond
1.25%, 8/01/17		CAD	360		292,770
2.25%, 6/01/25			12		10,103
					302,873
FRANCE–2.0%
France Government Bond OAT 3.50%, 4/25/20		EUR	156		200,524
GERMANY–0.9%
Bundesrepublik Deutschland
0.50%, 2/15/25			52		56,130
2.25%, 9/04/21			26		32,505
					88,635
IRELAND–1.0%
Ireland Government Bond
2.40%, 5/15/30(b)			10		11,537
3.40%, 3/18/24(b)			19		24,442
5.40%, 3/13/25			40		58,812
					94,791
ITALY–3.6%
Italy Buoni Poliennali Del Tesoro
3.75%, 5/01/21		EUR	232	$	290,503
5.00%, 8/01/34(b)			18		25,607
6.00%, 5/01/31			24		37,025
					353,135
MEXICO–0.3%
Mexican Bonos Series M 7.75%, 11/13/42		MXN	420		29,780
NETHERLANDS–0.5%
Netherlands Government Bond 0.25%, 7/15/25		EUR	47		48,458
SOUTH AFRICA–0.8%
South Africa Government Bond Series R186 10.50%, 12/21/26		ZAR	848		81,134
SPAIN–0.7%
Spain Government Bond
1.95%, 7/30/30(b)		EUR	33		32,982
4.20%, 1/31/37(b)			21		27,118
5.15%, 10/31/44(b)			7		10,422
					70,522
UNITED KINGDOM–3.4%
United Kingdom Gilt
2.25%, 9/07/23(b)		GBP	78		125,425
3.25%, 1/22/44(b)			65		112,650
4.75%, 3/07/20(b)			56		101,420
					339,495
UNITED STATES–7.5%
U.S. Treasury Bonds
2.875%, 5/15/43		U.S.$	94		89,579
3.00%, 11/15/44			35		34,237
4.50%, 2/15/36			176		221,292
U.S. Treasury Notes
2.00%, 2/15/25			327		317,701
2.50%, 5/15/24			42		42,719
2.625%, 8/15/20			38		39,737
					745,265
Total Governments–Treasuries (cost $2,695,275)					2,617,771
MORTGAGE PASS-THROUGHS–2.8%
AGENCY FIXED RATE 30-YEAR–2.8%
Government National Mortgage Association 3.50% , 7/01/45			48		49,300
Federal National Mortgage Association 4.00% , 8/01/45			211		223,033
Total Mortgage Pass-Throughs (cost $271,249)					272,333

3

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

Company	Principal Amount (000)			U.S. $ Value
INFLATION-LINKED SECURITIES–2.5%
UNITED STATES–2.5%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $251,705)		U.S.$	246	$	249,552
CORPORATES–INVESTMENT GRADE–1.7%
INDUSTRIAL–1.4%
BASIC–0.2%
International Paper Co.
3.80%, 1/15/26			4		3,919
5.15%, 5/15/46			3		2,882
Mosaic Co. (The) 5.625%, 11/15/43			2		2,131
Teck Resources Ltd. 4.50%, 1/15/21			10		9,599
					18,531
COMMUNICATIONS–MEDIA–0.2%
Cox Communications, Inc. 2.95%, 6/30/23(b)			8		7,373
Time Warner, Inc. 3.60%, 7/15/25			5		4,864
					12,237
CONSUMER NON-CYCLICAL–0.5%
AbbVie, Inc.
2.50%, 5/14/20			8		7,918
3.60%, 5/14/25			10		9,884
Baxalta, Inc. 5.25%, 6/23/45(b)			5		5,027
HJ Heinz Co.
2.80%, 7/02/20(b)			7		7,006
3.50%, 7/15/22(b)			7		7,016
Reynolds American, Inc.
4.45%, 6/12/25			10		10,188
5.85%, 8/15/45			3		3,147
					50,186
ENERGY–0.4%
Devon Energy Corp. 5.00%, 6/15/45			7		6,911
EnLink Midstream Partners LP 4.15%, 6/01/25			13		12,657
Enterprise Products Operating LLC 3.70%, 2/15/26			10		9,683
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24			12		11,582
					40,833
TECHNOLOGY–0.1%
Hewlett-Packard Co. 4.65%, 12/09/21			10		10,614
					132,401
UTILITY–0.2%
ELECTRIC–0.2%
Entergy Corp. 4.00%, 7/15/22			8		8,061
Exelon Corp. 3.95%, 6/15/25		U.S.$	12	$	12,071
					20,132
FINANCIAL INSTITUTIONS–0.1%
BANKING–0.0%
Goldman Sachs Group, Inc. (The) 5.15%, 5/22/45			3		2,888
INSURANCE–0.1%
MetLife, Inc. Series C 5.25%, 6/15/20(c)			9		8,921
					11,809
Total Corporates–Investment Grade (cost $165,605)					164,342
GOVERNMENTS–SOVEREIGN AGENCIES–0.9%
GOVERNMENTS–SOVEREIGN AGENCIES–0.9%
Canada Housing Trust No 1 3.80% , 6/15/21(b) (cost $88,821)		CAD	95		86,097
	Shares
SHORT-TERM INVESTMENTS–19.0%
INVESTMENT COMPANIES–11.4%
AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.10%(a)(d) (cost $1,122,909)			1,122,909		1,122,909
	Principal Amount (000)
U.S. TREASURY BILLS–7.6%
U.S. Treasury Bill Zero Coupon, 8/06/15 (cost $749,993)		U.S.$	750		749,993
Total Short-Term Investments (cost $1,872,902)					1,872,902
TOTAL INVESTMENTS–103.3% (cost $10,367,008)					10,183,782
Other assets less liabilities–(3.3)%					(323,714	)
NET ASSETS–100.0%				$	9,860,068

4

AB Variable Products Series Fund

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10 Yr Mini Japan Government Bond Futures		6		September 2015	$	719,252	$	720,382	$	1,130
U.S. T-Note 3 Yr (CBT) Futures		2		September 2015		391,403		424,844		33,441
									$	34,571

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.		BRL	70		USD	23		7/02/15	$	359
State Street Bank & Trust Co.		BRL	427		USD	134		7/02/15		(3,072	)
State Street Bank & Trust Co.		TRY	115		USD	41		7/02/15		(1,368	)
State Street Bank & Trust Co.		USD	22		BRL	71		7/02/15		533
State Street Bank & Trust Co.		USD	70		BRL	216		7/02/15		(29	)
State Street Bank & Trust Co.		USD	44		TRY	116		7/02/15		(1,035	)
State Street Bank & Trust Co.		GBP	255		USD	391		7/10/15		(9,750	)
State Street Bank & Trust Co.		USD	61		GBP	38		7/10/15		416
State Street Bank & Trust Co.		USD	29		IDR	388,419		7/10/15		(7	)
State Street Bank & Trust Co.		USD	4		ZAR	45		7/15/15		22
State Street Bank & Trust Co.		ZAR	1,045		USD	86		7/15/15		97
State Street Bank & Trust Co.		MXN	1,420		USD	92		7/16/15		2,053
State Street Bank & Trust Co.		USD	62		MXN	950		7/16/15		(1,523	)
State Street Bank & Trust Co.		CAD	579		USD	466		7/23/15		2,289
State Street Bank & Trust Co.		JPY	1,443		USD	12		7/24/15		(186	)
State Street Bank & Trust Co.		SGD	33		USD	25		7/24/15		(34	)
State Street Bank & Trust Co.		USD	24		SGD	33		7/24/15		236
State Street Bank & Trust Co.		EUR	824		USD	926		7/30/15		7,080
State Street Bank & Trust Co.		USD	1		EUR	1		7/30/15		–0	–^
State Street Bank & Trust Co.		USD	8		EUR	7		7/30/15		–0	–^
State Street Bank & Trust Co.		BRL	209		USD	66		8/04/15		(179	)
State Street Bank & Trust Co.		USD	24		BRL	77		8/04/15		239
State Street Bank & Trust Co.		AUD	344		USD	263		8/07/15		(1,739	)
State Street Bank & Trust Co.		KRW	109,617		USD	98		8/07/15		21
State Street Bank & Trust Co.		USD	34		AUD	45		8/07/15		107
State Street Bank & Trust Co.		NZD	66		USD	45		8/14/15		568
State Street Bank & Trust Co.		TWD	759		USD	24		8/14/15		(108	)
									$	(5,010	)

5

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

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00	%		3.53	%	$	218	$	13,822	$	(1,181)
CDX-NAIG Series 24, 5 Year Index, 6/20/20*		1.00	%		0.70	%		1,100		15,705		(3,300)
									$	29,527	$	(4,481)

* Termination date

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value		Upfront Premiums Paid (Received)		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Bank of America, NA
CDX-EM Series 23, 5 Year Index 6/20/20*		1.00	%		3.17	%	$	150	$	(13,901)	$	(12,793)	$	(1,108)
Barclays Bank PLC
CMBX.NA.BBB 7, 1/17/47*		3.00	%		3.41	%		100		(2,764)		(633)		(2,131)
									$	(16,665)	$	(13,426)	$	(3,239)

* Termination date

^ Less than $0.50.

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

(b) 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, 2015, the aggregate market value of these securities amounted to $781,040 or 7.9% of net assets.

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

(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

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

IDR—Indonesian Rupiah

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

NZD—New Zealand Dollar

SGD—Singapore Dollar

TRY—Turkish Lira

TWD—New Taiwan Dollar

USD—United States Dollar

ZAR—South African Rand

6

AB Variable Products Series Fund

Glossary:

CBT—Chicago Board of Trade

CDX-EM—Emerging Market Credit Default Swap Index

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

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

CMBX.NA—North American Commercial Mortgage-Backed Index

INTRCONX—Inter-Continental Exchange

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

7

GLOBAL BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $4,222,648)	$	4,140,088
Affiliated issuers (cost $6,144,360)		6,043,694
Cash collateral due from broker		37,009
Receivable for investment securities sold and foreign currency transactions		475,145
Prepaid expenses		38,186
Receivable for variation margin on exchange-traded derivatives		35,761
Interest and dividends receivable		31,471
Receivable due from Adviser		18,136
Unrealized appreciation on forward currency exchange contracts		14,020
Total assets		10,833,510
LIABILITIES
Due to custodian		294,492
Payable for investment securities purchased and foreign currency transactions		566,195
Unrealized depreciation on forward currency exchange contracts		19,030
Upfront premium received on credit default swaps		13,426
Unrealized depreciation on credit default swaps		3,239
Transfer Agent fee payable		104
Distribution fee payable		2
Accrued expenses		76,954
Total liabilities		973,442
NET ASSETS	$	9,860,068
COMPOSITION OF NET ASSETS
Capital stock, at par	$	1,000
Additional paid-in capital		9,999,000
Undistributed net investment income		27,206
Accumulated net realized loss on investment transactions and foreign currency transactions		(6,459	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(160,679	)
	$	9,860,068

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	9,850,212		999,000	$	9.86
B	$	9,856		1,000	$	9.86

See notes to financial statements.

8

GLOBAL BOND PORTFOLIO
STATEMENT OF OPERATIONS
For the period April 29, 2015(a) to June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends—Affiliated issuers	$	21,543
Interest		11,895
		33,438
EXPENSES
Advisory fee (see Note B)		8,392
Distribution fee—Class B		4
Transfer agency—Class A		713
Transfer agency—Class B		1
Audit and tax		14,204
Administrative		13,277
Custodian		10,467
Amortization of offering expenses		7,814
Legal		5,317
Printing		3,150
Directors’ fees		1,127
Miscellaneous		444
Total expenses		64,910
Less: expenses waived and reimbursed by the Adviser (see Note B)		(58,678	)
Net expenses		6,232
Net investment income		27,206
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(15,864	)
Futures		411
Swaps		1,129
Foreign currency transactions		7,865
Net change in unrealized appreciation/depreciation of:
Investments		(183,226	)
Futures		34,571
Swaps		(7,720	)
Foreign currency denominated assets and liabilities		(4,304	)
Net loss on investment and foreign currency transactions		(167,138	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(139,932	)

(a) Commencement of operations.

See notes to financial statements.

9

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

	April 29, 2015(a) to June 30, 2015 (unaudited)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	27,206
Net realized loss on investment transactions and foreign currency transactions		(6,459	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(160,679	)
Net decrease in net assets from operations		(139,932	)
CAPITAL STOCK TRANSACTIONS
Net increase		10,000,000
Total increase		9,860,068
NET ASSETS
Beginning of period		–0	–
End of period (including undistributed net investment income of $27,206)	$	9,860,068

(a) Commencement of operations.

See notes to financial statements.

10

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Global Bond Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). AB Global Bond Portfolio commenced operations on April 29, 2015. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. As of June 30, 2015 AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of each class of shares of the Portfolio that is currently being offered. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

11

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

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

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

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

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

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

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

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

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

12

AB Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Investment Companies

$

4,920,785

$

–0

–

$

–0

–

$

4,920,785

Governments—Treasuries

–0

–

2,617,771

–0

–

2,617,771

Mortgage Pass-Throughs

–0

–

272,333

–0

–

272,333

Inflation-Linked Securities

–0

–

249,552

–0

–

249,552

Corporates—Investment Grade

–0

–

164,342

–0

–

164,342

Governments—Sovereign Agencies

–0

–

86,097

–0

–

86,097

Short-Term Investments:

Investment Companies

1,122,909

–0

–

–0

–

1,122,909

U.S. Treasury Bills

–0

–

749,993

–0

–

749,993

Total Investments in Securities

6,043,694

4,140,088

–0

–

10,183,782

Other Financial Instruments*:

Assets:

Futures

34,571

–0

–

–0

–

34,571

#

Forward Currency Exchange Contracts

–0

–

14,020

–0

–

14,020

Liabilities:

Forward Currency Exchange Contracts

–0

–

(19,030

)

–0

–

(19,030

)

Centrally Cleared Credit Default Swaps

–0

–

(4,481

)

–0

–

(4,481

)#

Credit Default Swaps

–0

–

(3,239

)

–0

–

(3,239

)

Total^

$

6,078,265

$

4,127,358

$

–0

–

$

10,205,623

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

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

^ There were no transfers between any levels during the reporting period.

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

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

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

13

GLOBAL BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 the current tax year and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

8. Offering Expenses

Offering expenses of $46,000 were deferred and amortized on a straight line basis over a one year period starting from April 29, 2015 (commencement of operations).

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 .50% 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

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AB Variable Products Series Fund

the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to .64% and .89% of daily average net assets for Class A and Class B, respectively. Any fees waived and expenses borne by the Adviser may be reimbursed by the Portfolio until the end of the third fiscal year after the fiscal period in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Portfolio’s total annual fund operating expenses to exceed the net fee percentage set forth in the preceding sentence. The Expense Caps may not be terminated by the Adviser before May 1, 2017. For the period ended June 30, 2015, such reimbursement amounted to $45,401.

The Portfolio currently invests in AB Global Bond Fund (“ABGB”), an open-end management investment company managed by the Adviser. The Adviser has contractually agreed to waive its management fees and/or bear Portfolio expenses through April 29, 2016 in an amount equal to the Portfolio’s proportionate share of all advisory fees and other expenses of ABGB that are indirectly borne by the Portfolio. For the period ended June 30, 2015, such waiver amounted to $4,534, which is included in the reimbursement amount stated above.

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 period ended June 30, 2015, the Adviser voluntarily agreed to waive such fees amounting to $13,227.

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 $200 for the period ended June 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended June 30, 2015 is as follows:

Market Value April 29, 2015(a) (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)		Dividend Income (000)
$	0	$	3,846	$	2,723	$	1,123	$	0	*

(a) Commencement of operations.

* Amount is less than $500.

A summary of the Portfolio’s transactions in shares of the AB Global Bond Fund for the period ended June 30, 2015 is as follows:

Market Value April 29, 2015(a) (000)		Purchases at Cost (000)		Sales Proceeds (000)		Realized Gain (Loss) (000)		Change in Unrealized Appreciation/ (Depreciation) (000)			Market Value June 30, 2015 (000)		Dividend Income (000)
$	0	$	5,021	$	0	$	0	$	(100	)	$	4,921	$	22

(a) Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended June 30, 2015 amounted to $69, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

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

15

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended June 30, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	1,333,348	$	762,649
U.S. government securities		924,599		1,892,705

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 swap transactions) are as follows:

Gross unrealized appreciation	$	3,374
Gross unrealized depreciation		(186,600	)
Net unrealized depreciation	$	(183,226	)

1. Derivative Financial Instruments

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

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

• Futures

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

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

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures

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AB Variable Products Series Fund

can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the period ended June 30, 2015, 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 period ended June 30, 2015, 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. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is

17

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

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

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and counterparty Sale Contracts outstanding.

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

During the period ended June 30, 2015, the Portfolio held credit default swaps for non-hedging purposes.

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

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 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 derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce

18

AB Variable Products Series Fund

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

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

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	34,571	*
Credit contracts					Receivable/Payable for variation margin on exchange-traded derivatives	$	4,481	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		14,020		Unrealized depreciation on forward currency exchange contracts		19,030
Credit contracts					Unrealized depreciation on credit default swaps		3,239
Total		$	48,591			$	26,750

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

The effect of derivative instruments on the statement of operations for the period ended June 30, 2015:

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	$	411	$	34,571
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		2,478		(5,010	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		1,129		(7,720	)
Total		$	4,018	$	21,841

19

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

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the period ended June 30, 2015:

Futures:
Average original value of buy contracts	$	910,558	(a)
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	486,064
Average principal amount of sale contracts	$	2,366,494
Credit Default Swaps:
Average notional amount of sale contracts	$	250,000	(a)
Centrally Cleared Credit Default Swaps:
Average notional amount of sale contracts	$	1,319,267

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

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Exchange-Traded Derivatives:
Citigroup Global Markets, Inc.**	$	5,035	$	–0	–	$	–0	–	$	–0	–	$	5,035
Morgan Stanley & Co., LLC**		34,571		–0	–		–0	–		–0	–		34,571
Total	$	39,606	$	–0	–	$	–0	–	$	–0	–	$	39,606
OTC Derivatives:
State Street Bank & Trust Co.	$	14,020	$	(14,020	)	$	–0	–	$	–0	–	$	–0	–
Total	$	14,020	$	(14,020	)	$	–0	–	$	–0	–	$	–0	–^
Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives Liabilities
OTC Derivatives:
Bank of America, NA	$	13,901	$	–0	–	$	–0	–	$	–0	–	$	13,901
Barclays Bank PLC		2,764		–0	–		–0	–		–0	–		2,764
State Street Bank & Trust Co.		19,030		(14,020	)		–0	–		–0	–		5,010
Total	$	35,695	$	(14,020	)	$	–0	–	$	–0	–	$	21,675	^

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at June 30, 2015.

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

2. Currency Transactions

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

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AB Variable Products Series Fund

3. TBA and Dollar Rolls

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

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. During the period ended June 30, 2015, the Portfolio had no transactions in dollar rolls.

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
	April 29, 2015(a)  to June 30, 2015 (unaudited)		April 29, 2015(a)  to June 30, 2015 (unaudited)
Class A
Shares sold		999,000	$	9,990,000
Net increase		999,000	$	9,990,000
Class B
Shares sold		1,000	$	10,000
Net increase		1,000	$	10,000

(a) Commencement of operations.

NOTE F: Risks Involved in Investing in the Portfolio

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

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

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

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the real value of the Portfolio’s assets can decline as can the real value of the Portfolio’s distributions.

21

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

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

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

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

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Non-diversification Risk—The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio’s NAV.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of fixed-income mutual fund shares. Over recent years, liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

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.

NOTE G: Tax Information

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 capital loss carryforwards will retain their character as either short-term or long-term capital losses.

NOTE H: Subsequent Events

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio was included as part of the facility on July 9, 2015.

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 other material events that would require disclosure in the Portfolio’s financial statements through this date.

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GLOBAL BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	April 29, 2015(a) to June 30, 2015 (unaudited)
Net asset value, beginning of period		$10.00
Income From Investment Operations
Net investment income (b)(c)		.03
Net realized and unrealized loss on investment transactions and foreign currency transactions		(.17	)
Net decrease in net asset value from operations		(.14	)
Net asset value, end of period		$9.86
Total Return
Total investment return based on net asset value (d)		(1.40	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,850
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)^		.64	%
Expenses, before waivers/reimbursements (e)^		4.14	%
Net investment income (c)^		1.62	%
Portfolio turnover rate		26	%

See footnote summary on page 24.

23

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

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

	CLASS B
	April 29, 2015(a) to June 30, 2015 (unaudited)
Net asset value, beginning of period		$10.00
Income From Investment Operations
Net investment income (b)(c)		.02
Net realized and unrealized loss on investment transactions and foreign currency transactions		(.16	)
Net decrease in net asset value from operations		(.14	)
Net asset value, end of period		$9.86
Total Return
Total investment return based on net asset value (d)		(1.40	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)^		.89	%
Expenses, before waivers/reimbursements (e)^		4.35	%
Net investment income (c)^		1.37	%
Portfolio turnover rate		26	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

(c) Net of fees and expenses waived/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) The expense ratios do not include expenses of ABGB in which the Portfolio invests.

^ Annualized.

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GLOBAL BOND PORTFOLIO
CONTRACT APPROVAL DISCLOSURE	AB Variable Products Series Fund

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

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the Fund’s Advisory Agreement with the Adviser in respect of AB Global Bond Portfolio (the “Portfolio”) for an initial two-year period at a meeting held on February 2-4, 2015.

Prior to approval of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed 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 proposed advisory fee in the Advisory Agreement. The directors also discussed the proposed approval in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, including the Fund, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the AB Funds 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 proposed advisory fee, were fair and reasonable in light of the services to be performed, expenses to be incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services to be Provided

The directors considered the scope and quality of services to be 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 AB Funds. They also noted the professional experience and qualifications of the Portfolio’s portfolio manager and other members of the investment 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 will require the directors’ approval on a quarterly basis 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 Advisory Agreement. The directors noted that the methodology to be 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 was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Portfolio under the Advisory Agreement.

Costs of Services to be Provided and Profitability

Because the Portfolio had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Portfolio. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Portfolio and that the Portfolio was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their proposed relationships with the Portfolio, including, but not limited, to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and

25

GLOBAL BOND PORTFOLIO
CONTRACT APPROVAL DISCLOSURE
(continued)	AB Variable Products Series Fund

research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges to be 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 to be paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions to be paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s future 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

Since the Portfolio had not yet commenced operations, no performance or other historical information for the Portfolio was available from the Adviser. The Adviser provided the directors with performance information for a retail fund managed by it with a substantially similar investment style. Based on this information, and the Adviser’s written and oral presentations regarding the management of the Portfolio and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality portfolio management services to the Portfolio.

Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Portfolio and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a hypothetical common asset level of $250 million. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The information reviewed by the directors showed that, at the Portfolio’s hypothetical size of $250 million, its proposed contractual advisory fee rate of 50 basis points was lower than the Lipper expense group median.

The directors also considered the Adviser’s fee schedule for 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 the institutional fee schedule started at the same rate as the Portfolio’s fee schedule but that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to a hypothetical asset level of $250 million would result in a fee rate lower than the rate that would be paid under the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedule reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information indicating that the Portfolio’s proposed 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 Adviser reviewed with the directors the significantly greater scope of the services it provides to the AB Funds 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, as well as the difference in fee structure, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also reviewed the Senior Officer’s independent evaluation, in which the Senior Officer concluded that the proposed advisory fee was reasonable.

The directors considered the anticipated total expense ratio of the Class A shares of the Portfolio assuming $250 million in assets under management 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 than the Expense Group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio.

The directors also considered the proposed expense limitation agreement between the Adviser and the Fund for an initial period to end one year after commencement of the Portfolio’s public offering. Under the proposed expense limitation agreement the Adviser would agree to waive its fees and/or reimburse expenses of the Portfolio to the extent that total expenses exceed 0.64% for the Class A Shares. If the Portfolio’s uncapped expenses for the Class A Shares were to fall below 0.64%, the Adviser would be able to recoup all or a portion of the fees it had previously waived until the end of three fiscal years after the fiscal period in which amounts were waived or reimbursed.

26

AB Variable Products Series Fund

The anticipated expense ratio for the Portfolio reflected fee waivers and/or expense reimbursement as a result of the proposed expense limitation agreement. 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 anticipated 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 considered the Adviser’s proposal to invest, for an initial period, a substantial portion of the Portfolio’s assets in an AB Mutual Fund until the Portfolio’s asset level was sufficiently high that the Portfolio could achieve sufficient diversification by investing directly. The Adviser proposed to enter into a supplemental agreement with the Portfolio to waive fees payable by, or reimburse expenses to, the Portfolio for a one-year period in an amount equal to the fees and expenses (investment advisory fees as well as other fees and expenses) indirectly borne by the Portfolio attributable to the Portfolio’s investment in any AB Mutual Fund in which the Portfolio invests. Following a recommendation of the Senior Officer, the directors discussed with the Adviser their concern that, after the one-year term of the expense limitation agreement and the supplemental agreement, the Portfolio would indirectly bear the advisory fees and non-advisory expenses of AB Mutual Funds in which it invests. In response to these concerns, the Adviser agreed to extend the expense limitation agreement for the Portfolio to a term of two years (from one year) and to make the Portfolio’s pro rata share of the fees and expenses of AB Mutual Funds in which the Portfolio invests (subject to specified exceptions) subject to the expense limitation agreement. The Adviser also agreed to discuss with the Board the potential extension of the supplemental agreement in advance of its expiration. In light of the foregoing, the directors were satisfied with the Adviser’s response and the proposed advisory fee arrangements for the Portfolio.

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

The directors recognized that the Adviser’s total compensation from the Portfolio pursuant to the Advisory Agreement would be increased by amounts paid pursuant to the expense reimbursement provision in the Advisory Agreement, and that the impact of such expense reimbursement would depend on the size of the Portfolio and the extent to which the Adviser requests reimbursements pursuant to this provision.

The information reviewed by the directors showed that the Portfolio’s anticipated expense ratio of 64 basis points, giving effect to the proposed expense limitation agreement, was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s anticipated expense ratio was satisfactory.

Economies of Scale

The directors noted that the proposed 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 AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 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.

27

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

The Portfolio’s investment objective is to generate current income consistent with the preservation of capital. The Portfolio invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. Under normal market conditions, the Portfolio invests significantly in fixed-income securities of companies located in at least three countries (including the United States). The Portfolio may invest in a broad range of fixed-income securities in both developed and emerging markets. The Portfolio may invest across all fixed-income sectors, including U.S. and non-U.S. government and corporate debt securities. The Portfolio’s investments may be denominated in local currency or U.S. dollar denominated. The Portfolio may invest in debt securities with a range of maturities from short- to long-term. Under normal market circumstances invest at least 75% of its net assets in fixed-income securities rated investment grade at the time of investment and may invest up to 25% of its net assets in below investment grade fixed-income securities.

The Adviser expects to utilize a variety of derivatives, including futures, interest rate and credit default swaps and currency derivatives, in its management of the Portfolio, and exposure through derivatives will generally count towards the percentage minimums and limits applicable to the Portfolio. In addition, the Portfolio is expected to enter into transactions such as reverse repurchase agreements and dollar rolls that are functionally equivalent to borrowings. These derivatives and borrowings are expected to create gross exposure to fixed income securities for the Portfolio substantially in excess of the Portfolio’s net assets, effectively leveraging the Portfolio.

The Adviser proposed the Barclays Capital Global Aggregate Bond Index (USD hedged) as the Portfolio’s benchmark. The Adviser expects Lipper and Morningstar to place the Portfolio in their respective World Bond and Global Income categories.

The Portfolio’s investment strategy would be substantially similar to that of AB Global Bond Fund, Inc. (“Global Bond Fund, Inc.”). At launch and for some period of time thereafter until Global Bond Portfolio can gather sufficient assets to make direct securities investments on a more efficient basis, the Portfolio intends to invest approximately 50% of its assets in Global Bond Fund, Inc.³

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;

1 The information in the fee evaluation was completed on January 22, 2015 and discussed with the Board of Directors on February 3-4, 2015.

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

3 The Adviser proposed an Acquired Fund Fee Waiver Agreement so that shareholders of Global Bond Portfolio will not have to bear the fund expenses of any affiliated underlying funds in which the Global Bond Portfolio may invest.

28

AB Variable Products Series Fund

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The proposed advisory fee schedule for the Portfolio follows the advisory fee schedule of the High Income category of the NYAG settlement related fee categories.

Portfolio	Advisory Fee
Global Bond Portfolio	0.50% on the first $2.5 billion 0.45% on the next $2.5 billion 0.40% on the balance

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing certain clerical, legal, accounting, administrative and other services.

The Adviser proposed an Acquired Fund Fee Agreement, which provides for the Adviser to waive all fees or reimburse expenses for a one year period after shares of the Portfolio are offered to the public in an amount equal to the Portfolio’s share of all fees and expenses of any AB Mutual Fund, in which the Portfolio may invest, so shareholders of the Portfolio will not bear those expenses. At present, it is not expected that the Portfolio will invest in any AB Mutual Fund other than Global Bond Fund, Inc.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a two year period after the date the date that shares of the Portfolio is first offered to the public.⁵ The Expense Limitation Agreement also provides a mechanism for reimbursing the Adviser for its expense cap subsidies. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Estimated Gross Expense Ratio6		Fiscal Year End
Global Bond Portfolio	Class A    0.64%		0.65%	December 31
	Class B    0.89%		0.90%

4 Jones v. Harris at 1427.

5 Prior to discussions between the Board of Directors and the Adviser at the February 3-5, 2015 meetings, the period after shares of the Portfolio are first offered to the public, in which the Adviser will waive all or a portion of its advisory fees and/or reimburse the Portfolio for fund expenses exceeding the Portfolio’s expense caps under the original terms of the Expense Limitation Undertaking, was for one year.

6 The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

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GLOBAL BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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 to be 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 will be more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser will be entitled to be reimbursed by the Portfolio for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors will be 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 with a similar investment style as the Portfolio.⁷ In addition to the institutional fee schedule, set forth below are what would have been the effective advisory fee of the Portfolio had the institutional fee schedule been applicable to the Portfolio, the Portfolio’s advisory fee and the differences between those fees based on an initial estimate of the Portfolio’s net assets at $250 million.⁸

Portfolio	Projected Net Assets ($MM)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee			Difference
Global Bond Portfolio	$250.0	Global Plus Fixed Income 0.50% on first $30 million 0.25% on the balance Minimum Account Size: $25 million		0.280	%		0.500	%		0.220	%

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

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

30

AB Variable Products Series Fund

The Adviser manages Global Bond Fund Inc., a retail mutual fund that has a similar investment style as the Portfolio. Set forth below is the advisory fee schedule of Global Bond Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of Global Bond Fund Inc. been applicable to the Portfolio based on an initial estimate of the Portfolio’s net asset at $250 million.

Portfolio	AB Fund	Fee	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Global Bond Portfolio	Global Bond Fund, Inc.	0.50% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.500%		0.500%

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 Global Plus Fixed Income, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

Fund	Fee9
Global Plus Fixed Income
Class A2		1.10%
Class I2 (Institutional)		0.55%

The AllianceBernstein Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee
Global Bond Portfolio	AB Global Plus Bond Fund D/P (Hedged)10	0.10%11,12

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and the effective fee of the sub-advisory relationship based on initial estimate of the Portfolio’s net assets at $250 million:

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Global Bond Portfolio	Client # 1	AB Sub-Advisory Fee Schedule: 0.15% of average daily net assets		0.150%		0.500%

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 relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser

9 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.

10 The ITM fund is privately placed or institutional.

11 In addition to the fee shown above, the ITM fund’s four institutional clients are charged an additional fee. Three of the four institutional clients are charged the following: 0.33% on the first ¥3 billion, 0.08% thereafter. The fourth institutional client is charged the following fee: 0.34% on the first ¥3 billion, 0.09% thereafter.

12 The Japanese Yen-U.S. dollar currency exchange rate quoted at 4 p.m. on October 31, 2014 by Reuters was ¥112 per $1. At that currency exchange rate, ¥3 billion would be equivalent to approximately $26.8 million.

31

GLOBAL BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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.¹³ Lipper’s analysis included the Portfolio’s contractual management fee¹⁴ estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).¹⁵

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 Fee16		Lipper EG Median (%)		Lipper EG Rank
Global Bond Portfolio17		0.500		0.625		1/8

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.¹⁸

Portfolio	Total Expense Ratio (%)19		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Global Bond Portfolio		0.640		0.733		1/8		0.723		2/17

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

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

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

13 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.

14 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.

15 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.

16 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.

17 The contractual management fee shown for the Portfolio does not take into consideration any advisory fee waivers or expense reimbursements made by the Adviser in connection with plans by the Portfolio to invest in Global Bond Funds, Inc.

18 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.

19 Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.

32

AB Variable Products Series Fund

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

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

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 and Rule 12b-1 payments.

The Portfolio will adopt a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of each Portfolio’s average daily net assets attributable to Class B shares.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries will 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 each Portfolio attributable to the firm over the year. With respect to the Fund, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Fund is AB Investor Services (“ABIS”), an affiliate of the Adviser.²⁰ The Fund pays ABIS a flat fee of $18,000 for each calendar year, which is allocated evenly among its separate Portfolios.

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 have 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 AB Mutual Funds managed by the Adviser through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^21,22 The independent consultant first reiterated the results of his previous two dimensional

20 It should be noted that the insurance companies, linked to the variable products, will provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

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

22 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.

33

GLOBAL BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

comparison analysis (fund size and family size) with the Board of Directors.²³ 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 AB 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 $474 billion as of December 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history. The Adviser does manage Global Bond Fund, Inc. and its 1, 3, 5 year and since inception performance returns as of December 31, 2014 against its benchmarks are shown in the table below.

	Periods Ended December 31, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Global Bond Fund, Inc.24		6.92		3.84		5.07		5.13
Barclays Capital Global Aggregate Index (USD hedged)		7.59		4.34		4.60		4.79
Barclays Capital Global Treasury Index (USD hedged)		8.14		4.19		4.33		4.50
Inception Date: December 1, 2007

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. The Senior Officer recommended that the Directors discuss with the Adviser the Acquired Fund Fee Agreement, which the Adviser proposed for a one year period after shares are offered to the public in an amount equal to the Portfolio’s share of all fees and expenses of any AB Mutual Fund, in which the Portfolio may invest. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: February 27, 2015

23 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 Global Bond Fund, Inc.’s actual inception date of the fund is March 27, 1992. However, inception performance is shown only from December 1, 2007, which is the first full month since the retail mutual fund has been operating in with its current investment strategy.

34

VPS-GB-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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 April 28, 2015+		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	973.00	$	1.28		0.74	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,007.47	$	1.30		0.74	%
Class B
Actual	$	1,000	$	973.00	$	1.68		0.97	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,007.07	$	1.71		0.97	%

+ Commencement of operations.

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 64/365 (to reflect the one-half year period). Expenses of acquired funds in which the Portfolio invests are not included herein.

1

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SECURITY TYPE BREAKDOWN*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Investment Companies	$	6,529,368		50.5	%
Options Purchased—Puts		42,238		0.3
Short-Term Investments		6,354,245		49.2
Total Investments	$	12,925,851		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).

2

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
INVESTMENT COMPANIES–49.8%
FUNDS AND INVESTMENT TRUSTS–49.8%
iShares Core S&P 500 ETF		7,050	$	1,460,901
iShares MSCI EAFE ETF		33,760		2,143,422
SPDR S&P 500 ETF Trust		7,100		1,461,535
Vanguard S&P 500 ETF		7,750		1,463,510
Total Investment Companies (cost $6,764,782)				6,529,368
	Contracts
OPTIONS PURCHASED—PUTS–0.3%
OPTIONS ON FUNDS AND INVESTMENT TRUSTS–0.2%
SPDR S&P 500 ETF Trust Expiration: Jul 2015, Exercise Price: $ 207.00(a)(b)		79		26,979
OPTIONS ON INDICES–0.1%
Euro STOXX 50 Index Expiration: Jul 2015, Exercise Price: EUR 3,375.00(a)(d)		9		8,905
FTSE 100 Index Expiration: Jul 2015, Exercise Price: GBP 6,575.00(a)(d)		2		3,944
Nikkei 225 Index Expiration: Jul 2015, Exercise Price: JPY 19,875.00(a)(c)		2		2,410
				15,259
Total Options Purchased–Puts (premiums paid $22,372)				42,238
SHORT-TERM INVESTMENTS–48.5%
INVESTMENT COMPANIES–37.0%
AB Fixed Income Shares, Inc.–Government STIF Portfolio, 0.10%(e)(f) (cost $4,854,245)		4,854,245	$	4,854,245
	Principal Amount (000)
U.S. TREASURY BILLS–11.5%
U.S. Treasury Bill Zero Coupon, 7/30/15 (cost $1,500,000)	$	1,500		1,500,000
Total Short-Term Investments (cost $6,354,245)				6,354,245
TOTAL INVESTMENTS–98.6% (cost $13,141,399)				12,925,851
Other assets less liabilities–1.4%				180,902
NET ASSETS–100.0%			$	13,106,753

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
MSCI EAFE Mini Futures		6		September 2015	$	564,941	$	550,200	$	(14,741	)
Nikkei 225 (CME) Futures		6		September 2015		609,994		607,650		(2,344	)
S&P TSX 60 Index Futures		2		September 2015		275,206		270,264		(4,942	)
U.S. T-Note 5 Yr (CBT) Futures		11		September 2015		1,307,525		1,311,836		4,311
U.S. T-Note 10 Yr (CBT) Futures		7		September 2015		877,964		883,203		5,239
U.S. Ultra Bond Futures (CBT)		4		September 2015		623,256		616,250		(7,006	)
									$	(19,483	)

3

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	EUR	1,571		USD	1,783		9/17/15	$	29,455
State Street Bank & Trust Co.	GBP	58		USD	92		9/17/15		918
State Street Bank & Trust Co.	GBP	156		USD	242		9/17/15		(2,822	)
State Street Bank & Trust Co.	JPY	90,595		USD	739		9/17/15		(2,318	)
								$	25,233

CALL OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		Premiums Received		U.S. $ Value
Euro STOXX 50 Index(d)		18	EUR	3,625.00		7/17/15	$	7,078	$	(5,258	)
FTSE 100 Index(d)		4	GBP	6,950.00		7/17/15		1,238		(220	)
Nikkei 225 Index(c)		4	JPY	21,250.00		7/10/15		1,213		(572	)
SPDR S&P 500 ETF Trust(b)		158	$	218.00		7/17/15		3,943		(553	)
							$	13,472	$	(6,603	)

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund		Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)		NZD  950		6/23/20		3 Month BKBM		3.396	%	$	(716	)
Morgan Stanley & Co., LLC/(CME Group)		2,000		6/25/20		3 Month BKBM		3.443	%		1,257
										$	541

(a) Non-income producing security.

(b) One contract relates to 100 shares.

(c) One contract relates to 1000 shares.

(d) One contract relates to 10 shares.

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

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

Currency Abbreviations:

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

NZD—New Zealand Dollar

USD—United States Dollar

Glossary:

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CME—Chicago Mercantile Exchange

EAFE—Europe, Australia and Far East

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

MSCI—Morgan Stanley Capital International

SPDR—Standard & Poor’s Depository Receipt

See notes to financial statements.

4

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $8,287,154)	$	8,071,606
Affiliated issuers (cost $4,854,245)		4,854,245
Cash collateral due from broker		117,833
Foreign currencies, at value (cost $7,018)		6,980
Dividends and interest receivable		45,515
Prepaid expenses		38,060
Unrealized appreciation on forward currency exchange contracts		30,373
Receivable for capital stock sold		22,212
Receivable due from Adviser		18,907
Receivable for variation margin on exchange-traded derivatives		3,737
Total assets		13,209,468
LIABILITIES
Options written, at value (premiums received $13,472)		6,603
Audit and tax fee payable		17,610
Custody fee payable		16,453
Legal fee payable		6,542
Unrealized depreciation on forward currency exchange contracts		5,140
Payable for variation margin on exchange-traded derivatives		3,708
Distribution fee payable		413
Payable for capital stock redeemed		131
Transfer Agent fee payable		107
Accrued expenses		46,008
Total liabilities		102,715
NET ASSETS	$	13,106,753
COMPOSITION OF NET ASSETS
Capital stock, at par	$	1,347
Additional paid-in capital		13,417,056
Undistributed net investment income		46,933
Accumulated net realized loss on investment transactions and foreign currency transactions		(156,126	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(202,457	)
	$	13,106,753

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	9,719,046		999,000	$	9.73
B	$	3,387,707		348,117	$	9.73

See notes to financial statements.

5

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
STATEMENT OF OPERATIONS
For the Period April 28, 2015(a) to June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	60,131
Affiliated issuers		1,456
		61,587
EXPENSES
Advisory fee (see Note B)		11,500
Distribution fee—Class B		531
Transfer agency—Class A		644
Transfer agency—Class B		81
Audit and tax		17,610
Custodian		16,453
Administrative		13,277
Amortization of offering expenses		7,940
Legal		6,542
Printing		3,188
Directors’ fees		1,138
Miscellaneous		439
Total expenses		79,343
Less: expenses waived and reimbursed by the Adviser (see Note B)		(64,689	)
Net expenses		14,654
Net investment income		46,933
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(26,909	)
Futures		(79,467	)
Options written		1,858
Swaps		(23,890	)
Foreign currency transactions		(27,718	)
Net change in unrealized appreciation/depreciation of:
Investments		(215,548	)
Futures		(19,483	)
Options written		6,869
Swaps		541
Foreign currency denominated assets and liabilities		25,164
Net loss on investment and foreign currency transactions		(358,583	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(311,650	)

(a) Commencement of operations.

See notes to financial statements.

6

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

	April 28, 2015(a) to June 30, 2015 (unaudited)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	46,933
Net realized loss on investment transactions and foreign currency transactions		(156,126	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(202,457	)
Net decrease in net assets from operations		(311,650	)
CAPITAL STOCK TRANSACTIONS
Net increase		13,418,403
Total increase		13,106,753
NET ASSETS
Beginning of period		–0	–
End of period (including undistributed net investment income of $46,933)	$	13,106,753

(a) Commencement of operations.

See notes to financial statements.

7

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Global Risk Allocation—Moderate Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). AB Global Risk Allocation—Moderate Portfolio commenced operations on April 28, 2015. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. As of June 30, 2015 AllianceBernstein L.P. (the “Adviser”) was the sole shareholder of Class A shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In

8

AB 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.

2. Fair Value Measurements

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

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

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

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

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

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valu-

9

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

ation 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, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Investment Companies

$

6,529,368

$

–0

–

$

–0

–

$

6,529,368

Options Purchased—Puts

–0

–

42,238

–0

–

42,238

Short-Term Investments:

Investment Companies

4,854,245

–0

–

–0

–

4,854,245

U.S. Treasury Bills

–0

–

1,500,000

–0

–

1,500,000

Total Investments in Securities

11,383,613

1,542,238

–0

–

12,925,851

Other Financial Instruments*:

Assets:

Futures

9,550

–0

–

–0

–

9,550

#

Forward Currency Exchange Contracts

–0

–

30,373

–0

–

30,373

Centrally Cleared Interest Rate Swaps

–0

–

1,257

–0

–

1,257

#

Liabilities:

Futures

(29,033

)

–0

–

–0

–

(29,033

)#

Forward Currency Exchange Contracts

–0

–

(5,140

)

–0

–

(5,140

)

Call Options Written

–0

–

(6,603

)

–0

–

(6,603

)

Centrally Cleared Interest Rate Swaps

–0

–

(716

)

–0

–

(716

)#

Total^

$

11,364,130

$

1,561,409

$

–0

–

$

12,925,539

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument. Other financial instruments may also include options written which are valued at market value.

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

^ There were no transfers between any levels during the reporting period.

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

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

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

10

AB 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 the current tax year and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

8. Offering Expenses

Offering expenses of $46,000 were deferred and amortized on a straight line basis over a one year period starting from April 28, 2015 (commencement of operations).

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .60% of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense

11

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

Caps”) to .75% and 1.00% of daily average net assets for Class A and Class B, respectively. Any fees waived and expenses borne by the Adviser through June 30, 2015 may be reimbursed by the Portfolio until June 30, 2018 in which the fee was waived or the expense was borne, provided that no reimbursement payment will be made that would cause the Portfolio’s total annual fund operating expenses to exceed the net fee percentage set forth in the preceding sentence. The Expense Caps may not be terminated by the Adviser before May 1, 2016. For the period ended June 30, 2015, such reimbursement amounted to $51,153.

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 period ended June 30, 2015, the Adviser voluntarily agreed to waive such fees amounted to $13,277.

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 $200 for the period ended June 30, 2015.

The Portfolio may invest in the AB Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the period ended June 30, 2015 is as follows:

Market Value April 28, 2015(a) (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value May 31, 2015 (000)		Dividend Income (000)
$	0	$	15	$	10	$	5	$	1

(a) Commencement of operations.

Brokerage commissions paid on investment transactions for the period ended June 30, 2015 amounted to $1,392, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

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

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

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

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

12

AB Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the period ended June 30, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	6,764,782		$	–0	–
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, written options and swap transactions) are as follows:

Gross unrealized appreciation	$	27,982
Gross unrealized depreciation		(243,530	)
Net unrealized depreciation	$	(215,548	)

1. Derivative Financial Instruments

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

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

• Futures

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

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

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

During the period ended June 30, 2015, 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

13

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 period ended June 30, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

• Option Transactions

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

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

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

During the period ended June 30, 2015, the Portfolio held purchased options for hedging purposes. During the period ended June 30, 2015, the Portfolio held written options for hedging purposes.

For the period ended June 30, 2015, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 04/28/15(a)		–0	–	$	–0	–
Options written		216			23,918
Options expired		(18	)		(7,226	)
Options bought back		(14	)		(3,220	)
Options exercised		–0	–		–0	–
Options written outstanding as of 06/30/15		184		$	13,472

(a)   Commencement of operations.

• 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

14

AB Variable Products Series Fund

reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Portfolio in accordance with the terms of the respective swaps to provide value and recourse to the Portfolio or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

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

Interest Rate Swaps:

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

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

15

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

During the period ended June 30, 2015, the Portfolio held interest rate 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 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 derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

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

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	10,807	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	7,722	*
Equity contracts					Receivable/Payable for variation margin on exchange-traded derivatives		22,027	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		30,373		Unrealized depreciation on forward currency exchange contracts		5,140
Equity contracts	Investments in securities, at value		42,238
Equity contracts					Options written, at value		6,603
Total		$	83,418			$	41,492

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

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AB Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the period ended June 30, 2015:

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	$	(22,716	)	$	2,544
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		(56,751	)		(22,027	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(26,294	)		25,233
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(26,909	)		–0	–
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		1,858			6,869
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(23,890	)		541
Total		$	(154,702	)	$	13,160

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the period ended June 30, 2015:

Futures:
Average original value of buy contracts	$	6,578,908
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	1,872	(a)
Average principal amount of sale contracts	$	2,302,406
Purchased Options:
Average monthly cost	$	19,012
Interest Rate Swaps:
Average notional amount	$	211,107	(a)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	2,923,397

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

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

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NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives  Assets
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	45,975	$	(10,311	)	$	–0	–	$	–0	–	$	35,664
Total	$	45,975	$	(10,311	)	$	–0	–	$	–0	–	$	35,664
OTC Derivatives:
State Street Bank & Trust Co.	$	30,373	$	(5,140	)	$	–0	–	$	–0	–	$	25,233
Total	$	30,373	$	(5,140	)	$	–0	–	$	–0	–	$	25,233	^
Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged			Security Collateral Pledged			Net Amount of Derivatives  Liabilities
Exchange-Traded Derivatives:
Morgan Stanley & Co., LLC**	$	10,311	$	(10,311	)	$	–0	–	$	–0	–	$	–0	–
Total	$	10,311	$	(10,311	)	$	–0	–	$	–0	–	$	–0	–
OTC Derivatives:
State Street Bank & Trust Co.	$	5,140	$	(5,140	)	$	–0	–	$	–0	–	$	–0	–
Total	$	5,140	$	(5,140	)	$	–0	–	$	–0	–	$	–0	–^

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at June 30, 2015.

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

2. Currency Transactions

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

NOTE E: Capital Stock

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

	SHARES			AMOUNT
	April 28, 2015(a)  to June 30, 2015 (unaudited)			April 28, 2015(a)  to June 30, 2015 (unaudited)
Class A
Shares sold		999,000		$	9,990,000
Net increase		999,000		$	9,990,000
Class B
Shares sold		364,795		$	3,593,791
Shares redeemed		(16,678	)		(165,388	)
Net increase		348,117		$	3,428,403

(a) Commencement of operations.

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AB Variable Products Series Fund

NOTE F: Risks Involved in Investing in the Portfolio

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

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

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

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

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

Derivatives Risk—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 investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of fixed-income mutual fund shares. Over recent years, liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

Non-Diversification Risk—The Portfolio may have more risk because it is “non-diversified”, meaning that it can invest more of its assets in a smaller number of issuers and that adverse changes in the value of one security could have a more significant effect on the Portfolio NAV.

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

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

NOTE G: Tax Information

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 capital loss carryforwards will retain their character as either short-term or long-term capital losses.

NOTE H: Subsequent Events

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio was included as part of the facility on July 9, 2015.

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 other material events that would require disclosure in the Portfolio’s financial statements through this date.

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

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

	CLASS A
	April 28, 2015(a)  to June 30, 2015 (unaudited)
Net asset value, beginning of period		$10.00
Income From Investment Operations
Net investment income (b)(c)		.04
Net realized and unrealized loss on investment transactions and foreign currency transactions		(.31	)
Net decrease in net asset value from operations		(.27	)
Net asset value, end of period		$9.73
Total Return
Total investment return based on net asset value (d)		(2.70	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$9,719
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)^		.74	%
Expenses, before waivers/reimbursements (e)^		4.10	%
Net investment income (c)^		2.09	%
Portfolio turnover rate		0	%

See footnote summary on page 22.

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

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

	CLASS B
	April 28, 2015(a)  to June 30, 2015 (unaudited)
Net asset value, beginning of period		$10.00
Income From Investment Operations
Net investment income (b)(c)		.08
Net realized and unrealized loss on investment transactions and foreign currency transactions		(.35	)
Net decrease in net asset value from operations		(.27	)
Net asset value, end of period		$9.73
Total Return
Total investment return based on net asset value (d)		(2.70	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$3,388
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)^		.97	%
Expenses, before waivers/reimbursements (e)^		4.46	%
Net investment income (c)^		5.33	%
Portfolio turnover rate		0	%

(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) Expense ratios do not include expenses of acquired funds in which the Portfolio invests. For the period ended June 30, 2015, the estimated annualized blended expense ratios of acquired funds were .01% and .03% for Class A and Class B, respectively.

^ Annualized.

See notes to financial statements.

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

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

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the Fund’s Advisory Agreement with the Adviser in respect of AB Global Risk Allocation – Moderate Portfolio (the “Portfolio”) for an initial two-year period at a meeting held on February 2-4, 2015.

Prior to approval of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed 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 proposed advisory fee in the Advisory Agreement. The directors also discussed the proposed approval in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services to be provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, including the Fund, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the AB Funds 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 proposed advisory fee, were fair and reasonable in light of the services to be performed, expenses to be incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services to be Provided

The directors considered the scope and quality of services to be 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 AB Funds. They also noted the professional experience and qualifications of the Portfolio’s portfolio manager and other members of the investment 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 will require the directors’ approval on a quarterly basis 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 Advisory Agreement. The directors noted that the methodology to be 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 was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Portfolio under the Advisory Agreement.

Costs of Services to be Provided and Profitability

Because the Portfolio had not yet commenced operations, the directors were unable to consider historical information about the profitability of the Portfolio. However, the Adviser agreed to provide the directors with profitability information in connection with future proposed continuances of the Advisory Agreement. They also considered the costs to be borne by the Adviser in providing services to the Portfolio and that the Portfolio was unlikely to be profitable to the Adviser unless it achieves a material level of net assets.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their proposed relationships with the Portfolio, including, but not limited, to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and

23

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

research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges to be 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 to be paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions to be paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s future 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

Since the Portfolio had not yet commenced operations, no performance or other historical information for the Portfolio was available from the Adviser. The Adviser provided the directors with performance information for a retail fund managed by it with a similar investment style. Based on this information, and the Adviser’s written and oral presentations regarding the management of the Portfolio and their general knowledge and confidence in the Adviser’s expertise in managing mutual funds, the directors concluded that they were satisfied that the Adviser was capable of providing high quality portfolio management services to the Portfolio.

Advisory Fees and Other Expenses

The directors considered the proposed advisory fee rate payable by the Portfolio and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a hypothetical common asset level of $250 million. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The information reviewed by the directors showed that, at the Portfolio’s hypothetical size of $250 million, its proposed contractual advisory fee rate of 60 basis points was lower than the Lipper Expense Group median.

The directors also considered the Adviser’s fee schedule for 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 the Portfolio’s fee rate (flat fee) was higher than the institutional fee schedule’s starting rate and that the institutional fee schedule had breakpoints. The application of the institutional fee schedule to a hypothetical asset level of $250 million would result in a fee rate lower than the rate that would be paid under the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those on the schedule reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the AB Funds 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, as well as the difference in fee structure, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also reviewed the Senior Officer’s independent evaluation, in which the Senior Officer concluded that the proposed advisory fee was reasonable (although he noted that the directors might want to discuss with the Adviser the addition of breakpoints).

The directors considered the anticipated total expense ratio of the Class A shares of the Portfolio assuming $250 million in assets under management 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 than the Expense Group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio.

The directors also considered the proposed expense limitation agreement between the Adviser and the Fund for an initial period to end one year after commencement of the Portfolio’s public offering. Under the proposed expense limitation agreement the Adviser would agree to waive its fees and/or reimbursement expenses of the Portfolio to the extent that total expenses exceed 0.75% for the Class A Shares. If the Portfolio’s uncapped expenses for the Class A Shares were to fall below 0.75%, the Adviser would be able to recoup all or a portion of the fees it had previously waived until the end of three fiscal years after the fiscal period in which amounts were waived or reimbursed. The directors noted that the Portfolio might

24

AB Variable Products Series Fund

invest in other registered investment companies and that the Adviser had agreed that the Portfolio’s proportionate share of the fees and expenses of any such investment companies (other than exchange-traded funds) would be subject to the proposed expense limitation agreement.

The anticipated expense ratio for the Portfolio reflected fee waivers and/or expense reimbursement as a result of the proposed expense limitation agreement. 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 anticipated expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

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

The directors recognized that the Adviser’s total compensation from the Portfolio pursuant to the Advisory Agreement would be increased by amounts paid pursuant to the expense reimbursement provision in the Advisory Agreement, and that the impact of such expense reimbursement would depend on the size of the Portfolio and the extent to which the Adviser requests reimbursements pursuant to this provision.

The information reviewed by the directors showed that the Portfolio’s anticipated expense ratio of 75 basis points, giving effect to the proposed expense limitation agreement, was the same as the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s anticipated expense ratio was satisfactory.

Economies of Scale

The directors noted that the proposed advisory fee schedule for the Portfolio does not contain breakpoints, and that they had discussed their strong preference, and that of the Senior Officer, for breakpoints in advisory contracts with the Adviser. They considered information provided by the Adviser showing that the Portfolio’s proposed advisory fee of 60 basis points was lower than the Expense Group median; and that, of the ten other funds in the Portfolio’s Expense Group, five had no breakpoints, and three other funds had advisory fee breakpoints under which the lowest fee rate was higher than the Portfolio’s proposed fee rate. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 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. The directors informed the Adviser that they would monitor the Portfolio’s assets and its profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warranted doing so.

25

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of Global Risk Allocation—Moderate Portfolio (“Risk Allocation Portfolio” or the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the initial approval of the of the Investment Advisory Agreement.

The Portfolio seeks long term growth of capital with consideration of reducing volatility. The Portfolio will invest dynamically in a number of global equity and fixed-income asset classes, including equity securities of all types, corporate fixed-income securities, fixed income securities of U.S. and foreign governments and their agencies and instrumentalities, and inflation-indexed instruments (including Treasury Inflation Protected Securities). The Portfolio will invest in fixed-income securities with a range of maturities from short- to long-term. The Portfolio’s investments in each asset class may generally be global in nature, and may generally include investments in developed markets only. In making decisions on the allocation of asset classes, the Portfolio may use a risk-weighted allocation methodology based on the expected “tail risk” of each asset class. This strategy attempts to provide investors with favorable long-term total return while minimizing exposure to volatility and material downside or “tail” events. To execute this strategy, an expected tail loss for each asset class is calculated based on historical market behavior and on a forward-looking basis through options prices. Portfolio assets are then allocated among asset classes so that growth assets, such as global equities, contribute the majority of the expected tail risk of the Portfolio, and safety assets, such as government securities of developed countries, contribute a lesser amount of tail risk. The Adviser will make frequent adjustments to the Portfolio’s asset class exposures based on these tail risk determinations. The specified tail risk allocations will generally result in an asset allocation for the Portfolio of approximately 60% equities and 40% fixed income securities.

To help limit tail risk, the Portfolio may utilize a risk management system strategy involving the purchase of put options and sale of call options on equity indexes, equity index futures or ETFs. The Adviser may also assess tail risk on a security, sector and country basis, and make adjustments to the Portfolio’s allocations within each asset class where possible. The Adviser expects to utilize a variety of derivatives in managing the Portfolio to gain exposure to various equity and fixed-income asset classes to limit tail risk. These derivatives are expected to create gross exposure for the Portfolio that will at times be substantially in excess of the Portfolio’s net assets.

The Adviser proposed the MSCI World Index (Net) as the Portfolio’s benchmark. The Adviser also proposed a secondary benchmark for the Portfolio, 60% MSCI World Index (Net) / 40% Barclays Capital G7 Global Treasury Index. The Adviser anticipates that Lipper and Morningstar will place the Portfolio in their respective Flexible and Tactical Allocation categories.

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;

1 The information in the fee evaluation was completed on January 22, 2015 and discussed with the Board of Directors on February 3-4, 2015.

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

26

AB Variable Products Series Fund

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Advisory Fee
Risk Allocation Portfolio	0.60% of average daily net assets

In addition to paying the advisory fee, the Investment Advisory Agreement provides for the Adviser to be reimbursed for providing certain clerical, legal, accounting, administrative and other services.

The Portfolio‘s Expense Limitation Agreement calls for the Adviser to establish expense caps, set forth below, for a one year period after the date the date that shares of the Portfolio is first offered to the public. The Expense Limitation Agreement also

provides a mechanism for reimbursing the Adviser for its expense cap subsidies. Under the Expense Limitation Agreement, the Adviser may be able to recoup all or a portion of the amounts waived or reimbursed until the end of three fiscal years after the fiscal period in which the amounts were waived or reimbursed to the extent that the reimbursements do not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period. The Adviser will have the ability to recoup expenses during the three year fiscal period after an advisory fee waiver and/or expense reimbursement was made even if the Portfolio’s Expense Limitation Agreement terminates prior to the end of such three year fiscal period.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Estimated Gross Expense Ratio4		Fiscal Year End
Risk Allocation Portfolio	Class A    0.75%		0.81%	December 31
	Class B    1.00%		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 to be 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 will be more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser will be entitled to be reimbursed by the Portfolio for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors will be more time consuming and labor intensive compared to institutional clients since the

3 Jones v. Harris at 1427.

4 The Portfolio’s estimated gross expense ratios are based on an initial estimate of the Portfolio’s net assets at $250 million.

27

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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 with a similar investment style as the Portfolio.⁵ In addition to the institutional fee schedule, set forth below are what would have been the effective advisory fee of the Portfolio had the institutional fee schedule been applicable to the Portfolio, the Portfolio’s advisory fee and the differences between those fees based on an initial estimate of the Portfolio’s net assets at $250 million.⁶

Portfolio	Projected Net Assets ($MM)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee			Difference
Risk Allocation Portfolio7	$250	Tail Risk Parity 0.50% on first $100 million 0.40% on next $400 million 0.30% on the balance Minimum account size: $100 million		0.440	%		0.600	%		0.160	%

The Adviser manages AB Global Risk Allocation Fund Inc., (“Global Risk Allocation Fund, Inc.”), a retail mutual fund which has a somewhat similar investment style as the Portfolio. Set forth below is the retail mutual fund’s advisory fee schedule and what would have been the effective advisory fee of the Portfolio had the retail mutual fund’s fee schedule been applicable to the Portfolio based on an initial estimate of the Portfolio’s net asset at $250 million.

Portfolio	AB Fund	Fee	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Risk Allocation Portfolio	Global Risk Allocation Fund, Inc.	0.60% on first $200 million 0.50% on next $200 million 0.40% on the balance		0.580%		0.600%

The Adviser has represented that it does not manage any sub-advisory relationship that has a substantially similar investment style as any of the Portfolio.

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

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

7 There are some differences in the investment strategy between the Portfolio and the institutional mandate, among the differences in the management of the tail risk for each asset class and that, unlike the institutional mandate, the Portfolio will generally not have exposure to commodities or exposure to currencies other than through its securities investments denominated in foreign currencies

28

AB 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 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

Traditionally, Lipper chooses a Portfolio’s peers among the Portfolio’s Lipper investment classification/objective. However, in selecting Risk Allocation Portfolio’s peers, Lipper has departed from its traditional methodology. Instead, Lipper selected peer funds that have a managed volatility attribute that allows a fund to shift its portfolio assets from one asset class to another based on its manager’s perception of the markets. This managed volatility attribute was given greater weight by Lipper than a peer fund’s investment classification/objective during the peer fund selection process.

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 EG Median (%)	Lipper EG Rank
Risk Allocation Portfolio12	0.600	0.660		4/11

However, 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 universe of those peers that had a similar but not the same Lipper investment classification/objective. A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹³

It should be noted that Lipper compared the Portfolio to a number of non-Class A share peers, which may have a 12b-1 or non 12b-1 service fee. Since the Portfolio’s Class A shares do not have a 12b-1 or non 12b-1 service fee, the Senior Officer compared the Portfolio’s total expenses to that of its peers excluding 12b-1/non 12b-1 service fees. In addition, the EU does not include funds with a 12b-1 or non 12b-1 service fee other than funds in the EG.

Portfolio	Total Expense Ratio (%)14		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Risk Allocation Portfolio15		0.750		0.750		6/11		0.750		9/17

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 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.

12 The Portfolio’s EG includes the Portfolio, two other Flexible (“FX”) funds, three Mixed-Asset Target Allocation Moderate (“MTAM”) funds, two Mixed-Asset Target Allocation Growth (“MTAG”) funds, one Mixed-Asset Target Allocation Conservative (“MTAC”) fund and one Alternative Other Fund (“ALT”) fund.

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

14 Projected total expense ratio information, based on an initial net asset estimate of $250 million, pertains to the Portfolio’s Class A shares.

15 The Portfolio’s EU includes the Portfolio, EG and all other FX, MTAM, MTAG, MTAC and ALT funds.

29

GLOBAL RISK ALLOCATION—MODERATE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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

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

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

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

The Portfolio has not yet commenced operations. Therefore, there is no historic profitability data with respect to the Adviser’s investment services to the Portfolio.

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 will adopt a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of each Portfolio’s average daily net assets attributable to Class B shares.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries will 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 each Portfolio attributable to the firm over the year. With respect to the Fund, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Fund is AB Investor Services (“ABIS”), an affiliate of the Adviser.¹⁶ The Fund pays ABIS a flat fee of $18,000 for each calendar year, which is allocated evenly among its separate Portfolios.

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 have 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

16 It should be noted that the insurance companies, linked to the variable products, will provide additional shareholder services for the Portfolio, including record keeping, administration and customer service for contract holders.

30

AB 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 AB Mutual Funds managed by the Adviser through lower fees.

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 AB 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 $474 billion as of December 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

Since the Portfolio has not yet commenced operations, the Portfolio has no performance history. The Adviser does manage Global Risk Allocation Fund, Inc. and its 1 year and since inception performance returns as of December 31, 2014 against its benchmarks are shown in the table below.

	Periods Ended December 31, 2014 Annualized Performance
	1 Year (%)		Since Inception (%)
Global Risk Allocation Fund, Inc.20		7.35		3.94
60% MSCI World Index (Net) / 40%		3.23		8.76
Barclays Capital Global Aggregate Index MSCI World Index (Net)		4.94		15.70
Barclays Capital U.S. Aggregate Index		0.59		–1.10
Inception Date: November 1, 2012

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. The Senior Officer recommended that the Directors consider discussing with the Adviser the addition of breakpoints to the proposed advisory fee schedule for the Portfolio. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: February 27, 2015

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 since 2008.

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 Global Risk Allocation Fund, Inc.’s actual inception date is June 8, 1932. However, inception performance is shown only from November 1, 2012, which is the first full month since the retail mutual fund has been operating in with its current investment strategy.

31

VPS-GRA-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ GLOBAL THEMATIC GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GLOBAL THEMATIC GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,081.70	$	5.11		0.99	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.89	$	4.96		0.99	%
Class B
Actual	$	1,000	$	1,080.40	$	6.40		1.24	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.65	$	6.21		1.24	%

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

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
UnitedHealth Group, Inc.	$	2,885,300		2.1	%
NIKE, Inc.—Class B		2,811,760		2.1
AIA Group Ltd.		2,736,717		2.0
Mobileye NV		2,645,739		2.0
Roche Holding AG		2,523,523		1.9
Abbott Laboratories		2,502,589		1.9
Delphi Automotive PLC		2,459,952		1.8
Perrigo Co. PLC		2,412,032		1.8
Mead Johnson Nutrition Co.—Class A		2,378,199		1.8
Housing Development Finance Corp. Ltd.		2,308,200		1.7
	$	25,664,011		19.1	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	34,656,698		26.5	%
Financials		24,113,603		18.4
Health Care		23,884,806		18.2
Consumer Discretionary		22,381,069		17.1
Consumer Staples		16,821,802		12.9
Industrials		3,410,611		2.6
Energy		2,701,299		2.1
Utilities		2,030,623		1.5
Short-Term Investments		854,701		0.7
Total Investments	$	130,855,212		100.0	%

* Long-term investments.

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

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

2

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	72,231,034		55.2	%
Switzerland		8,235,887		6.3
United Kingdom		7,284,547		5.6
India		5,746,648		4.4
Hong Kong		4,637,024		3.5
Japan		4,557,420		3.5
China		4,474,227		3.4
Netherlands		3,175,124		2.4
Brazil		2,311,660		1.8
Belgium		2,262,398		1.7
Italy		2,007,754		1.5
Indonesia		1,953,127		1.5
Singapore		1,923,497		1.5
Other		9,200,164		7.0
Short-Term Investments		854,701		0.7
Total Investments	$	130,855,212		100.0	%

* All data are as of June 30, 2015. 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 1.3% or less in the following countries: Austria, France, Mexico, Norway, Peru, Philippines and South Africa.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.0%
INFORMATION TECHNOLOGY–25.8%
COMMUNICATIONS EQUIPMENT–1.3%
Palo Alto Networks, Inc.(a)		9,730	$	1,699,831
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.3%
InvenSense, Inc.(a)(b)		26,815		404,907
INTERNET SOFTWARE & SERVICES–5.3%
Facebook, Inc.–Class A(a)		24,860		2,132,118
Google, Inc.–Class C(a)		4,217		2,194,990
LinkedIn Corp.–Class A(a)		6,297		1,301,149
Tencent Holdings Ltd.		73,800		1,476,697
				7,104,954
IT SERVICES–1.5%
Visa, Inc.–Class A		29,980		2,013,157
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.2%
ams AG		27,900		1,220,226
Avago Technologies Ltd.		14,470		1,923,497
NVIDIA Corp.		77,008		1,548,631
NXP Semiconductors NV(a)		14,600		1,433,720
Skyworks Solutions, Inc.		18,030		1,876,923
SunEdison, Inc.(a)(b)		57,440		1,718,030
				9,721,027
SOFTWARE–7.5%
Fortinet, Inc.(a)		27,080		1,119,216
Imperva, Inc.(a)		28,310		1,916,587
Mobileye NV(a)(b)		49,760		2,645,739
Salesforce.com, Inc.(a)		21,712		1,511,807
ServiceNow, Inc.(a)		15,920		1,183,015
Verint Systems, Inc.(a)		28,040		1,703,290
				10,079,654
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.7%
Apple, Inc.		12,385		1,553,389
Cray, Inc.(a)		44,490		1,312,900
Thin Film Electronics ASA(a)		1,183,690		766,879
				3,633,168
				34,656,698
FINANCIALS–18.0%
BANKS–3.6%
Credicorp Ltd.		7,260		1,008,559
ING Groep NV		104,870		1,741,404
Wells Fargo & Co.		35,990		2,024,078
				4,774,041
CAPITAL MARKETS–5.8%
Affiliated Managers Group, Inc.(a)		4,550		994,630
Azimut Holding SpA		68,590	$	2,007,754
Charles Schwab Corp. (The)		61,880		2,020,382
UBS Group AG(a)		85,330		1,808,996
WisdomTree Investments, Inc.		44,860		985,350
				7,817,112
CONSUMER FINANCE–1.5%
Gentera SAB de CV		534,590		950,646
SKS Microfinance Ltd.(a)		138,780		1,012,214
				1,962,860
DIVERSIFIED FINANCIAL SERVICES–2.3%
Intercontinental Exchange, Inc.		7,480		1,672,603
London Stock Exchange Group PLC		37,280		1,386,840
				3,059,443
INSURANCE–3.1%
AIA Group Ltd.		420,200		2,736,717
St James’s Place PLC		102,340		1,455,230
				4,191,947
THRIFTS & MORTGAGE FINANCE–1.7%
Housing Development Finance Corp. Ltd.		113,340		2,308,200
				24,113,603
HEALTH CARE–17.8%
BIOTECHNOLOGY–1.1%
Cepheid(a)		25,187		1,540,185
HEALTH CARE EQUIPMENT & SUPPLIES–4.2%
Abbott Laboratories		50,990		2,502,589
Align Technology, Inc.(a)		22,280		1,397,179
Essilor International SA		14,120		1,691,582
				5,591,350
HEALTH CARE PROVIDERS & SERVICES–3.2%
HealthEquity, Inc.(a)		41,180		1,319,819
TELADOC, Inc.(a)		1,713		32,547
UnitedHealth Group, Inc.		23,650		2,885,300
				4,237,666
LIFE SCIENCES TOOLS & SERVICES–2.7%
Illumina, Inc.(a)		7,301		1,594,246
Quintiles Transnational Holdings, Inc.(a)		28,628		2,078,679
				3,672,925
PHARMACEUTICALS–6.6%
Aspen Pharmacare Holdings Ltd.(a)		46,490		1,374,822
Kalbe Farma Tbk PT		7,255,500		910,174
Perrigo Co. PLC		13,050		2,412,032

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
Roche Holding AG		9,000	$	2,523,523
Sun Pharmaceutical Industries Ltd.		118,000		1,622,129
				8,842,680
				23,884,806
CONSUMER DISCRETIONARY–16.7%
AUTO COMPONENTS–1.8%
Delphi Automotive PLC		28,910		2,459,952
AUTOMOBILES–0.6%
Tata Motors Ltd.–Class A		196,733		804,105
DIVERSIFIED CONSUMER SERVICES–1.1%
Kroton Educacional SA		295,600		1,130,450
TAL Education Group (ADR)(a)		8,856		312,617
				1,443,067
HOTELS, RESTAURANTS & LEISURE–2.9%
Alsea SAB de CV(b)		246,435		743,656
Melco Crown Entertainment Ltd. (ADR)(b)		50,640		994,063
Yum! Brands, Inc.		23,150		2,085,352
				3,823,071
HOUSEHOLD DURABLES–0.7%
Panasonic Corp.		71,700		982,018
INTERNET & CATALOG RETAIL–3.3%
Amazon.com, Inc.(a)		3,843		1,668,208
JD.com, Inc. (ADR)(a)		32,260		1,100,066
Priceline Group, Inc. (The)(a)		1,480		1,704,028
				4,472,302
MULTILINE RETAIL–1.7%
Lojas Renner SA		32,500		1,181,210
Matahari Department Store Tbk PT		841,500		1,042,953
				2,224,163
SPECIALTY RETAIL–1.2%
Fast Retailing Co., Ltd.		3,500		1,587,149
TEXTILES, APPAREL & LUXURY GOODS–3.4%
Cie Financiere Richemont SA		21,820		1,773,482
NIKE, Inc.–Class B		26,030		2,811,760
				4,585,242
				22,381,069
CONSUMER STAPLES–12.6%
BEVERAGES–1.7%
Anheuser-Busch InBev NV		18,800		2,262,398
FOOD PRODUCTS–5.1%
Mead Johnson Nutrition Co.–Class A		26,360		2,378,199
Nestle SA (REG)		29,520	$	2,129,886
Universal Robina Corp.		335,781		1,443,794
WH Group Ltd.(a)(c)		1,329,000		906,244
				6,858,123
HOUSEHOLD PRODUCTS–4.5%
Colgate-Palmolive Co.		31,860		2,083,963
Reckitt Benckiser Group PLC		22,990		1,982,525
Unicharm Corp.		83,700		1,988,253
				6,054,741
PERSONAL PRODUCTS–1.3%
Estee Lauder Cos., Inc. (The)–Class A		19,000		1,646,540
				16,821,802
INDUSTRIALS–2.6%
AEROSPACE & DEFENSE–1.1%
Hexcel Corp.		29,830		1,483,744
COMMERCIAL SERVICES & SUPPLIES–0.4%
China Everbright International Ltd.		306,000		551,199
MACHINERY–1.1%
Xylem, Inc./NY		37,110		1,375,668
				3,410,611
ENERGY–2.0%
OIL, GAS & CONSUMABLE FUELS–2.0%
Concho Resources, Inc.(a)		10,905		1,241,643
Noble Energy, Inc.		34,200		1,459,656
				2,701,299
UTILITIES–1.5%
INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.7%
TerraForm Power, Inc.–Class A(a)		26,250		996,975
WATER UTILITIES–0.8%
Beijing Enterprises Water Group Ltd.(a)		1,260,000		1,033,648
				2,030,623
Total Common Stocks (cost $104,110,539)				130,000,511

5

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB 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%, 7/01/15 (cost $854,701)	$	855	$	854,701
Total Investments Before Security Lending Collateral for Securities Loaned–97.6% (cost $104,965,240)				130,855,212
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.8%
INVESTMENT COMPANIES–3.8%
AB Exchange Reserves–Class I, 0.07%(d)(e) (cost $5,103,880)		5,103,880	$	5,103,880
TOTAL INVESTMENTS–101.4% (cost $110,069,120)				135,959,092
Other assets less liabilities–(1.4)%				(1,854,289	)
NET ASSETS–100.0%			$	134,104,803

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		BRL	3,306		USD	1,027		7/02/15	$	(36,287	)
Barclays Bank PLC		USD	1,066		BRL	3,306		7/02/15		(2,228	)
Barclays Bank PLC		CHF	3,248		USD	3,507		9/17/15		23,062
Barclays Bank PLC		USD	3,868		JPY	474,202		9/17/15		10,999
Barclays Bank PLC		USD	758		SEK	6,248		9/17/15		(2,791	)
BNP Paribas SA		HKD	26,691		USD	3,443		9/17/15		(432	)
BNP Paribas SA		USD	413		CAD	500		9/17/15		(12,931	)
Citibank		CHF	508		USD	545		9/17/15		24
Citibank		USD	440		HKD	3,413		9/17/15		(12	)
Goldman Sachs Bank USA		JPY	401,997		USD	3,293		9/17/15		5,058
HSBC Bank USA		USD	1,692		GBP	1,076		9/17/15		(1,841	)
JPMorgan Chase Bank		USD	2,550		GBP	1,644		9/17/15		31,294
Morgan Stanley & Co., Inc.		BRL	3,306		USD	1,066		7/02/15		2,228
Morgan Stanley & Co., Inc.		USD	1,060		BRL	3,306		7/02/15		3,545
Morgan Stanley & Co., Inc.		BRL	3,306		USD	1,048		8/04/15		(3,125	)
Morgan Stanley & Co., Inc.		CAD	5,654		USD	4,525		9/17/15		3,171
Morgan Stanley & Co., Inc.		USD	1,674		EUR	1,466		9/17/15		(37,616	)
Royal Bank of Scotland PLC		USD	3,164		AUD	4,104		9/17/15		(10,725	)
Standard Chartered Bank		USD	4,192		CAD	5,154		9/17/15		(70,000	)
State Street Bank & Trust Co.		EUR	514		USD	574		9/17/15		(25	)
State Street Bank & Trust Co.		USD	842		EUR	743		9/17/15		(12,935	)
State Street Bank & Trust Co.		USD	1,285		HKD	9,966		9/17/15		200
State Street Bank & Trust Co.		USD	586		SEK	4,849		9/17/15		(54	)
									$	(111,421	)

(a) Non-income producing security.

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

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2015, the market value of this security amounted to $906,244 or 0.7% of net assets.

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

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

6

AB Variable Products Series Fund

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

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

REG—Registered Shares

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $104,965,240)	$	130,855,212	(a)
Affiliated issuers (cost $5,103,880—investment of cash collateral for securities loaned)		5,103,880
Cash		765,141
Foreign currencies, at value (cost $5,138,607)		5,137,258
Receivable for investment securities sold and foreign currency transactions		14,392,622
Collateral due from Securities Lending Agent		140,458
Dividends and interest receivable		124,265
Unrealized appreciation on forward currency exchange contracts		79,581
Receivable for capital stock sold		36,317
Total assets		156,634,734
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		16,821,879
Payable for collateral received on securities loaned		5,244,338
Unrealized depreciation on forward currency exchange contracts		191,002
Advisory fee payable		84,543
Payable for capital stock redeemed		63,752
Distribution fee payable		21,377
Administrative fee payable		10,173
Transfer Agent fee payable		107
Accrued expenses		92,760
Total liabilities		22,529,931
NET ASSETS	$	134,104,803
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,825
Additional paid-in capital		150,447,462
Distributions in excess of net investment income		(215,836	)
Accumulated net realized loss on investment and foreign currency transactions		(41,925,765	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		25,793,117
	$	134,104,803

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	32,594,535		1,382,316	$	23.58
B	$	101,510,268		4,442,799	$	22.85

(a) Includes securities on loan with a value of $4,504,042 (see Note E).

See notes to financial statements.

8

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $60,936)	$	765,277
Affiliated issuers		2,111
Interest		146
Securities lending income		116,550
		884,084
EXPENSES
Advisory fee (see Note B)		501,816
Distribution fee—Class B		127,387
Transfer agency—Class A		982
Transfer agency—Class B		3,137
Custodian		51,604
Printing		30,154
Administrative		25,384
Audit and tax		24,241
Legal		12,155
Directors’ fees		8,320
Miscellaneous		6,776
Total expenses		791,956
Net investment income		92,128
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		4,215,948
Foreign currency transactions		(447,968	)
Net change in unrealized appreciation/depreciation of:
Investments		6,614,309
Foreign currency denominated assets and liabilities		(176,567	)
Net gain on investment and foreign currency transactions		10,205,722
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	10,297,850

See notes to financial statements.

9

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

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	92,128		$	96,902
Net realized gain on investment transactions and foreign currency transactions		3,767,980			14,086,314
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		6,437,742			(7,842,689	)
Net increase in net assets from operations		10,297,850			6,340,527
CAPITAL STOCK TRANSACTIONS
Net decrease		(3,807,242	)		(12,309,423	)
Total increase (decrease)		6,490,608			(5,968,896	)
NET ASSETS
Beginning of period		127,614,195			133,583,091
End of period (including distributions in excess of net investment income of ($215,836) and ($307,964), respectively)	$	134,104,803		$	127,614,195

See notes to financial statements.

10

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Global Thematic Growth Portfolio (the “Portfolio”), formerly AllianceBernstein Global Technology Portfolio, is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Global Thematic Growth Portfolio. 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 Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

11

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

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, 2015:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Information Technology	$	31,192,896		$	3,463,802		$	–0	–	$	34,656,698
Financials		11,465,244			12,648,359			–0	–		24,113,603
Health Care		17,352,158			6,532,648			–0	–		23,884,806
Consumer Discretionary		16,191,362			6,189,707			–0	–		22,381,069
Consumer Staples		6,108,702			10,713,100			–0	–		16,821,802
Industrials		2,859,412			551,199			–0	–		3,410,611
Energy		2,701,299			–0	–		–0	–		2,701,299
Utilities		996,975			1,033,648			–0	–		2,030,623
Short-Term Investments		–0	–		854,701			–0	–		854,701
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		5,103,880			–0	–		–0	–		5,103,880
Total Investments in Securities		93,971,928			41,987,164	+		–0	–		135,959,092

12

AB Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	79,582		$	–0	–	$	79,582
Liabilities:
Forward Currency Exchange Contracts		–0	–		(191,003	)		–0	–		(191,003	)
Total^(a)	$	93,971,928		$	41,875,743		$	–0	–	$	135,847,671

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

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

^ There were no transfers from Level 1 to Level 2 during the reporting period.

(a) An amount of $1,657,040 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

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

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

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

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

3. Currency Translation

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

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

13

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $58,567, 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 $662 for the six months ended June 30, 2015.

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.

14

AB Variable Products Series Fund

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	33,535,383		$	41,397,688
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	$	27,514,088
Gross unrealized depreciation		(1,624,116	)
Net unrealized appreciation	$	25,889,972

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its 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.

15

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

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

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

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	79,581	Unrealized depreciation on forward currency exchange contracts	$	191,002
Total		$	79,581		$	191,002

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015:

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	$	425,792	$	(204,836	)
Total		$	425,792	$	(204,836	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2015:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	21,043,681
Average principal amount of sale contracts	$	15,467,123

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.

16

AB Variable Products Series Fund

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Barclays Bank PLC

$

34,061

$

(34,061

)

$

–0

–

$

–0

–

$

–0

–

Citibank

24

(12

)

–0

–

–0

–

12

Goldman Sachs Bank USA

5,058

–0

–

–0

–

–0

–

5,058

JPMorgan Chase Bank

31,294

–0

–

–0

–

–0

–

31,294

Morgan Stanley & Co., Inc.

8,944

(8,944

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

200

(200

)

–0

–

–0

–

–0

–

Total

$

79,581

$

(43,217

)

$

–0

–

$

–0

–

$

36,364

^

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged

Security Collateral Pledged

Net Amount of Derivatives Liabilities

OTC Derivatives:

Barclays Bank PLC

$

41,306

$

(34,061

)

$

–0

–

$

–0

–

$

7,245

BNP Paribas SA

13,363

–0

–

–0

–

–0

–

13,363

Citibank

12

(12

)

–0

–

–0

–

–0

–

HSBC Bank USA

1,841

–0

–

–0

–

–0

–

1,841

Morgan Stanley & Co., Inc.

40,741

(8,944

)

–0

–

–0

–

31,797

Royal Bank of Scotland PLC

10,725

–0

–

–0

–

–0

–

10,725

Standard Chartered Bank

70,000

–0

–

–0

–

–0

–

70,000

State Street Bank & Trust Co.

13,014

(200

)

–0

–

–0

–

12,814

Total

$

191,002

$

(43,217

)

$

–0

–

$

–0

–

$

147,785

^

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

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other

17

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

ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $4,504,042 and had received cash collateral which has been invested into AB Exchange Reserves of $5,103,880. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $116,550 and $2,111 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	3,995	$	31,294	$	30,185	$	5,104

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		104,604			176,301		$	2,446,119		$	3,806,795
Shares redeemed		(138,915	)		(311,370	)		(3,227,391	)		(6,660,284	)
Net decrease		(34,311	)		(135,069	)	$	(781,272	)	$	(2,853,489	)
Class B
Shares sold		443,883			731,986		$	9,922,064		$	15,358,776
Shares redeemed		(573,929	)		(1,183,248	)		(12,948,034	)		(24,814,710	)
Net decrease		(130,046	)		(451,262	)	$	(3,025,970	)	$	(9,455,934	)

NOTE G: Risks Involved in Investing in the Portfolio

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

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

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

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

18

AB Variable Products Series Fund

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.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of 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 H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

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

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	93,577
Total taxable distributions		–0	–		93,577
Tax return of capital		–0	–		7,599
Total distributions paid	$	–0	–	$	101,176

As of June 30, 2015, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(45,633,189	)(a)
Unrealized appreciation/(depreciation)		18,986,855	(b)
Total accumulated earnings/(deficit)	$	(26,646,334	)

(a) On December 31, 2014, the Portfolio had a net capital loss carryforward of $45,416,274. During the fiscal year, the Portfolio utilized $14,519,928 of capital loss carryforwards to offset current year net realized gains. At December 31, 2014, the Portfolio had a qualified late-year ordinary loss deferral of $216,915 which is deemed to arise on January 1, 2015.

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

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

19

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

As of December 31, 2014, the Portfolio had a net capital loss carryforward of $45,416,274 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$26,615,714	n/a	2016
18,800,560	n/a	2017

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.

20

GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$21.80			$20.75			$16.88			$14.87			$19.47			$16.73
Income From Investment Operations
Net investment income (a)		.04			.06			.04			.13			.02			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.74			.99			3.88			1.88			(4.52	)		2.98
Net increase (decrease) in net asset value from operations		1.78			1.05			3.92			2.01			(4.50	)		3.10
Less: Dividends and Distributions
Dividends from net investment income		–0	–		–0	–		(.05	)		–0	–		(.10	)		(.36	)
Tax return of capital		–0	–		–0	–		.00	(b)		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		–0	–		(.05	)		–0	–		(.10	)		(.36	)
Net asset value, end of period		$23.58			$21.80			$20.75			$16.88			$14.87			$19.47
Total Return
Total investment return based on net asset value (c)*		8.17	%		5.06	%		23.26	%		13.52	%		(23.23	)%		18.93	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$32,595			$30,886			$32,195			$40,231			$42,094			$66,302
Ratio to average net assets of:
Expenses		.99	%^		1.01	%		.98	%		.99	%		.94	%		.99	%+
Net investment income		.32	%^		.26	%		.22	%		.83	%		.10	%		.69	%+
Portfolio turnover rate		26	%		48	%		96	%		152	%		163	%		117	%

See footnote summary on page 22.

21

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

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

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$21.15			$20.18			$16.42			$14.50			$18.99			$16.34
Income From Investment Operations
Net investment income (loss) (a)		.01			.00	(b)		(.01	)		.09			(.03	)		.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.69			.97			3.77			1.83			(4.40	)		2.90
Net increase (decrease) in net asset value from operations		1.70			.97			3.76			1.92			(4.43	)		2.97
Less: Dividends and Distributions
Dividends from net investment income		–0	–		–0	–		.00	(b)		–0	–		(.06	)		(.32	)
Tax return of capital		–0	–		–0	–		.00	(b)		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		–0	–		.00			–0	–		(.06	)		(.32	)
Net asset value, end of period		$22.85			$21.15			$20.18			$16.42			$14.50			$18.99
Total Return
Total investment return based on net asset value (c)*		8.04	%		4.81	%		22.93	%		13.24	%		(23.41	)%		18.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$101,510			$96,728			$101,388			$91,864			$99,084			$141,649
Ratio to average net assets of:
Expenses		1.24	%^		1.26	%		1.23	%		1.24	%		1.19	%		1.24	%+
Net investment income (loss)		.08	%^		.01	%		(.06	)%		.58	%		(.14	)%		.44	%+
Portfolio turnover rate		26	%		48	%		96	%		152	%		163	%		117	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.01%, 0.02%, 0.05%, 0.07%, 0.04% and 0.04%, respectively.

^ Annualized.

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

See notes to financial statements.

22

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

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

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Global Thematic Growth Portfolio (formerly named AllianceBernstein Global Technology Portfolio) (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, 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 was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

23

GLOBAL THEMATIC GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(FORMERLY NAMED ALLIANCEBERNSTEIN GLOBAL TECHNOLOGY PORTFOLIO)
(continued)	AB 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 2015 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 (Net) and the MSCI World Index (Net), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2015, 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 in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3-, 5- and 10-year periods. The Portfolio lagged the indices in all periods. 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, the directors concluded that the Portfolio’s recent performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 3.6 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of compensation received by the Adviser pursuant to the Advisory Agreement was higher than the Expense Group median.

The directors also considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors 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.

24

AB 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. 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 the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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.

25

GLOBAL THEMATIC GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/15 ($MIL)
Global Thematic Growth Portfolio	Specialty	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$135.9

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 $48,204 (0.036% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

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

3 Jones v. Harris at 1427.

26

AB Variable Products Series Fund

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

Portfolio	Total Expense Ratio	Fiscal Year
Global Thematic Growth Portfolio	Class A    1.01%		December 31
	Class B    1.26%

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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	$	135.9	Global Thematic Research Schedule 0.80% on 1st $25m		0.547	%		0.750	%
			0.60% on next $25m
			0.50% on next $50m
			0.40% on the balance
			Minimum account size $25m

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

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

27

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

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

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	Global Thematic Growth Fund, Inc.7	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

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

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

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

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

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

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

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

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

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

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

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

28

AB Variable Products Series Fund

expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹²

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Global Thematic Growth Portfolio14		0.750		0.750		4/9

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

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Global Thematic Growth Portfolio16		1.007		0.862		8/9		0.869		12/14

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

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, 2014, ABI received $252,112 in Rule 12b-1 fees.

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

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

14 The Portfolio’s EG includes the Portfolio, four other variable insurance product (“VIP”) Global Multi-Cap Growth (“GMLG”) funds and four VIP Global Multi-Cap Core (“GMLC”) funds.

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

16 Portfolio’s EU includes the Portfolio, EG and all other VIP GMLG and VIP GMLC funds, excluding outliers.

29

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

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $515,183 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

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

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

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.

30

AB Variable Products Series Fund

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 AB 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 $486 billion as of March 31, 2015, 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, 2015.²³

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Global Thematic Growth Portfolio24
1 year		6.13		6.13		7.57		3/5		8/11
3 year		9.94		10.97		12.17		5/5		10/10
5 year		8.15		8.72		11.70		5/5		10/10
10 year		5.24		6.24		7.34		5/5		9/10

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Global Thematic Growth Portfolio		6.13		9.94		8.15		5.24		5.39		18.45		0.51		5
MSCI AC World Index		7.55		11.57		10.71		6.37		N/A		14.46		0.77		5
MSCI World (Net) Index25		7.87		13.26		11.69		6.35		6.52		N/A		N/A		N/A
Inception Date: January 11, 1996

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

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

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

24 The Portfolio’s Lipper classification changed in 2009 from VA Science/Technology Funds to VA Global Growth as a result of changes to the Portfolio’s strategy. Consequently, for the 10 year period, the Portfolio’s performance is being compared to funds that did not have the same Lipper investment category/objective during the entirety of that period. See footnote 23 for information regarding Lipper classification changes.

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, 2015.

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.

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

31

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

CONCLUSION:

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

Dated: June 5, 2015

32

VPS-GTG-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,065.60	$	5.53		1.08	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.44	$	5.41		1.08	%
Class B
Actual	$	1,000	$	1,064.30	$	6.81		1.33	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.20	$	6.66		1.33	%

* 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, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	4,919,796		6.7	%
Facebook, Inc.—Class A		3,202,208		4.4
Visa, Inc.—Class A		2,780,681		3.8
Walt Disney Co. (The)		2,526,831		3.5
Starbucks Corp.		2,512,399		3.4
Biogen, Inc.		2,489,886		3.4
Home Depot, Inc. (The)		2,372,514		3.3
Monster Beverage Corp.		2,225,134		3.0
Gilead Sciences, Inc.		2,011,434		2.8
CVS Health Corp.		1,995,867		2.7
	$	27,036,750		37.0	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	22,197,376		30.5	%
Consumer Discretionary		17,999,356		24.7
Health Care		12,545,028		17.2
Consumer Staples		7,388,422		10.1
Industrials		7,161,243		9.8
Financials		2,970,091		4.1
Telecommunication Services		1,027,592		1.4
Energy		967,199		1.3
Short-Term Investments		651,591		0.9
Total Investments	$	72,907,898		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

GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.0%
INFORMATION TECHNOLOGY–30.4%
COMMUNICATIONS EQUIPMENT–0.9%
F5 Networks, Inc.(a)		5,189	$	624,496
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.8%
Amphenol Corp.–Class A		9,834		570,077
INTERNET SOFTWARE & SERVICES–8.3%
Facebook, Inc.–Class A(a)		37,337		3,202,208
Google, Inc.–Class A(a)		1,649		890,526
Google, Inc.–Class C(a)		3,145		1,637,004
LinkedIn Corp.–Class A(a)		1,710		353,337
				6,083,075
IT SERVICES–3.8%
Visa, Inc.–Class A		41,410		2,780,681
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.7%
Altera Corp.		10,250		524,800
NVIDIA Corp.		35,090		705,660
				1,230,460
SOFTWARE–8.2%
ANSYS, Inc.(a)		7,026		641,052
Aspen Technology, Inc.(a)		14,780		673,229
FireEye, Inc.(a)(b)		10,540		515,511
Microsoft Corp.		36,136		1,595,404
Mobileye NV(a)(b)		13,540		719,922
NetSuite, Inc.(a)		4,230		388,103
ServiceNow, Inc.(a)		7,847		583,111
Tableau Software, Inc.–Class A(a)		2,926		337,368
Ultimate Software Group, Inc. (The)(a)		3,256		535,091
				5,988,791
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–6.7%
Apple, Inc.		39,225		4,919,796
				22,197,376
CONSUMER DISCRETIONARY–24.7%
HOTELS, RESTAURANTS & LEISURE–4.3%
Starbucks Corp.		46,860		2,512,399
Wyndham Worldwide Corp.		7,360		602,857
				3,115,256
HOUSEHOLD DURABLES–0.4%
GoPro, Inc.–Class A(a)		5,880		309,994
INTERNET & CATALOG RETAIL–1.8%
Priceline Group, Inc. (The)(a)		1,117	$	1,286,080
MEDIA–7.1%
AMC Networks, Inc.–Class A(a)		8,487		694,661
Comcast Corp.–Class A		32,875		1,977,103
Walt Disney Co. (The)		22,138		2,526,831
				5,198,595
MULTILINE RETAIL–1.0%
Dollar Tree, Inc.(a)		9,060		715,649
SPECIALTY RETAIL–7.7%
Five Below, Inc.(a)		11,779		465,624
Home Depot, Inc. (The)		21,349		2,372,514
Lowe’s Cos., Inc.		18,992		1,271,894
O’Reilly Automotive, Inc.(a)		3,326		751,610
Ulta Salon Cosmetics & Fragrance, Inc.(a)		4,742		732,402
				5,594,044
TEXTILES, APPAREL & LUXURY GOODS–2.4%
NIKE, Inc.–Class B		16,476		1,779,738
				17,999,356
HEALTH CARE–17.2%
BIOTECHNOLOGY–7.5%
Alexion Pharmaceuticals, Inc.(a)		5,440		983,389
Biogen, Inc.(a)		6,164		2,489,886
Gilead Sciences, Inc.		17,180		2,011,434
				5,484,709
HEALTH CARE EQUIPMENT & SUPPLIES–3.8%
Align Technology, Inc.(a)		9,093		570,222
HeartWare International, Inc.(a)		5,925		430,688
Intuitive Surgical, Inc.(a)		3,670		1,778,115
				2,779,025
HEALTH CARE PROVIDERS & SERVICES–3.7%
Premier, Inc.–Class A(a)		18,027		693,319
UnitedHealth Group, Inc.		16,178		1,973,716
				2,667,035
LIFE SCIENCES TOOLS & SERVICES–2.2%
Illumina, Inc.(a)		5,330		1,163,859
Quintiles Transnational Holdings, Inc.(a)		6,203		450,400
				1,614,259
				12,545,028
CONSUMER STAPLES–10.1%
BEVERAGES–3.0%
Monster Beverage Corp.(a)		16,603		2,225,134
FOOD & STAPLES RETAILING–4.9%
Costco Wholesale Corp.		12,005		1,621,395
CVS Health Corp.		19,030		1,995,867
				3,617,262

3

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

Company	Shares		U.S. $ Value
FOOD PRODUCTS–1.4%
Mead Johnson Nutrition Co.–Class A		10,982	$	990,796
PERSONAL PRODUCTS–0.8%
Estee Lauder Cos., Inc. (The)–Class A		6,407		555,230
				7,388,422
INDUSTRIALS–9.8%
AEROSPACE & DEFENSE–1.1%
Rockwell Collins, Inc.		9,110		841,309
AIRLINES–1.5%
Spirit Airlines, Inc.(a)		17,900		1,111,590
ELECTRICAL EQUIPMENT–0.8%
Acuity Brands, Inc.		3,070		552,539
INDUSTRIAL CONGLOMERATES–1.7%
Danaher Corp.		14,326		1,226,162
MACHINERY–2.4%
Pall Corp.		8,291		1,031,815
Wabtec Corp./DE		7,420		699,261
				1,731,076
PROFESSIONAL SERVICES–1.3%
Robert Half International, Inc.		17,500		971,250
ROAD & RAIL–1.0%
JB Hunt Transport Services, Inc.		8,860		727,317
				7,161,243
FINANCIALS–4.1%
CAPITAL MARKETS–1.8%
Affiliated Managers Group, Inc.(a)		1,851		404,629
BlackRock, Inc.–Class A		1,366		472,609
Virtu Financial, Inc.–Class A(a)		18,403		432,102
				1,309,340
DIVERSIFIED FINANCIAL SERVICES–2.3%
Intercontinental Exchange, Inc.		7,427		1,660,751
				2,970,091
TELECOMMUNICATION SERVICES–1.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.4%
Level 3 Communications, Inc.(a)		19,510		1,027,592
ENERGY–1.3%
ENERGY EQUIPMENT & SERVICES–0.7%
Schlumberger Ltd.		5,846		503,867
OIL, GAS & CONSUMABLE FUELS–0.6%
Range Resources Corp.		9,383	$	463,332
				967,199
Total Common Stocks (cost $53,254,074)				72,256,307
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.9%
TIME DEPOSIT–0.9%
State Street Time Deposit 0.01%, 7/01/15 (cost $651,591)	$	652		651,591
Total Investments Before Security Lending Collateral for Securities Loaned–99.9% (cost $53,905,665)				72,907,898
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.7%
INVESTMENT COMPANIES–1.7%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $1,244,985)		1,244,985		1,244,985
TOTAL INVESTMENTS–101.6% (cost $55,150,650)				74,152,883
Other assets less liabilities–(1.6)%				(1,175,333	)
NET ASSETS–100.0%			$	72,977,550

(a) Non-income producing security.

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

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

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

See notes to financial statements.

4

GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Investments in securities, at value (cost $53,905,665)	$	72,907,898	(a)
Affiliated issuers (cost $1,244,985—investment of cash collateral for securities loaned)		1,244,985
Foreign currencies, at value (cost $15,784)		13,406
Receivable for investment securities sold		1,327,613
Dividends and interest receivable		24,693
Receivable for capital stock sold		9,755
Total assets		75,528,350
LIABILITIES
Payable for collateral received on securities loaned		1,244,985
Payable for investment securities purchased		1,154,662
Advisory fee payable		45,611
Payable for capital stock redeemed		22,866
Administrative fee payable		10,173
Distribution fee payable		9,416
Transfer Agent fee payable		107
Accrued expenses		62,980
Total liabilities		2,550,800
NET ASSETS	$	72,977,550
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,032
Additional paid-in capital		36,330,047
Accumulated net investment loss		(95,694	)
Accumulated net realized gain on investment and foreign currency transactions		17,741,310
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		18,999,855
	$	72,977,550

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	27,793,495		756,754	$	36.73
B	$	45,184,055		1,274,809	$	35.44

(a) Includes securities on loan with a value of $1,235,433 (see Note E).

See notes to financial statements.

5

GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	357,339
Affiliated issuers		368
Interest		105
Securities lending income		6,739
		364,551
EXPENSES
Advisory fee (see Note B)		279,532
Distribution fee—Class B		57,729
Transfer agency—Class A		1,271
Transfer agency—Class B		2,070
Custodian		36,968
Administrative		25,384
Audit and tax		18,751
Printing		14,712
Legal		12,039
Directors’ fees		8,320
Miscellaneous		3,469
Total expenses		460,245
Net investment loss		(95,694	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions		4,714,599
Net change in unrealized appreciation/depreciation of:
Investments		74,848
Foreign currency denominated assets and liabilities		(1,144	)
Net gain on investment and foreign currency transactions		4,788,303
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	4,692,609

See notes to financial statements.

6

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

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(95,694	)	$	(323,751	)
Net realized gain on investment transactions and foreign currency transactions		4,714,599			13,446,321
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		73,704			(4,227,863	)
Net increase in net assets from operations		4,692,609			8,894,707
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net realized gain on investment transactions
Class A		–0	–		(509,297	)
Class B		–0	–		(892,754	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(6,186,537	)		(13,664,434	)
Total decrease		(1,493,928	)		(6,171,778	)
NET ASSETS
Beginning of period		74,471,478			80,643,256
End of period (including accumulated net investment loss of ($95,694) and ($0), respectively)	$	72,977,550		$	74,471,478

See notes to financial statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Growth Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

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

8

AB Variable Products Series Fund

2. Fair Value Measurements

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

72,256,307

$

–0

–

$

–0

–

$

72,256,307

Short-Term Investments

–0

–

651,591

–0

–

651,591

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

1,244,985

–0

–

–0

–

1,244,985

Total Investments in Securities

73,501,292

651,591

–0

–

74,152,883

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

73,501,292

$

651,591

$

–0

–

$

74,152,883

* See Portfolio of Investments for sector classifications.

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

^ There were no transfers between any levels during the reporting period.

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

The Adviser established the Committee to oversee 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)	AB Variable Products Series Fund

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

10

AB 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, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $16,751, of which $53 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	20,813,871		$	24,987,766
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	$	19,836,195
Gross unrealized depreciation		(833,962	)
Net unrealized appreciation	$	19,002,233

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)	AB Variable Products Series Fund

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2015.

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $1,235,433 and had received cash collateral which has been invested into AB Exchange Reserves of $1,244,985. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $6,739 and $368 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	0	$	8,538	$	7,293	$	1,245

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		50,044			34,805		$	1,811,565		$	1,126,131
Shares issued in reinvestment of dividends and distributions		–0	–		16,081			–0	–		509,297
Shares redeemed		(109,796	)		(157,609	)		(3,957,866	)		(4,981,102	)
Net decrease		(59,752	)		(106,723	)	$	(2,146,301	)	$	(3,345,674	)

12

AB Variable Products Series Fund

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class B
Shares sold		29,064			40,907		$	1,018,467		$	1,287,032
Shares issued in reinvestment of dividends and distributions		–0	–		29,147			–0	–		892,754
Shares redeemed		(145,436	)		(407,404	)		(5,058,703	)		(12,498,546	)
Net decrease		(116,372	)		(337,350	)	$	(4,040,236	)	$	(10,318,760	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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.

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.

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	84,956
Net long-term capital gains		1,402,051			2,013
Total taxable distributions paid	$	1,402,051		$	86,969

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

Undistributed ordinary income	$	542,864
Undistributed capital gain		12,545,124
Unrealized appreciation/(depreciation)		18,864,875	(a)
Total accumulated earnings/(deficit)	$	31,952,863

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

13

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

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

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	AB Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$34.47			$31.03			$23.22			$20.40			$20.15			$17.56
Income From Investment Operations
Net investment income (loss) (a)		(.02	)		(.09	)		(.03	)		.06			.03			.03
Net realized and unrealized gain on investment and foreign currency transactions		2.28			4.15			7.92			2.77			.22			2.61
Net increase in net asset value from operations		2.26			4.06			7.89			2.83			.25			2.64
Less: Dividends and Distributions
Dividends from net investment income		–0	–		–0	–		(.08	)		(.01	)		–0	–		(.05	)
Distributions from net realized gain on investment transactions		–0	–		(.62	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.62	)		(.08	)		(.01	)		–0	–		(.05	)
Net asset value, end of period		$36.73			$34.47			$31.03			$23.22			$20.40			$20.15
Total Return
Total investment return based on net asset value (b)*		6.56	%		13.28	%		34.01	%		13.89	%		1.24	%		15.06	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$27,794			$28,141			$28,650			$25,220			$30,833			$37,198
Ratio to average net assets of:
Expenses		1.08	%^		1.08	%		1.06	%		1.06	%		1.00	%		1.00	%+
Net investment income (loss)		(.10	)%^		(.28	)%		(.10	)%		.27	%		.17	%		.15	%+
Portfolio turnover rate		29	%		66	%		63	%		83	%		97	%		121	%

See footnote summary on page 16.

15

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

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

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$33.30			$30.08			$22.50			$19.81			$19.62			$17.10
Income From Investment Operations
Net investment income (loss) (a)		(.06	)		(.16	)		(.09	)		.01			(.02	)		(.02	)
Net realized and unrealized gain on investment and foreign currency transactions		2.20			4.00			7.68			2.68			.21			2.55
Net increase in net asset value from operations		2.14			3.84			7.59			2.69			.19			2.53
Less: Dividends and Distributions
Dividends from net investment income		–0	–		–0	–		(.01	)		–0	–		–0	–		(.01	)
Distributions from net realized gain on investment transactions		–0	–		(.62	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.62	)		(.01	)		–0	–		–0	–		(.01	)
Net asset value, end of period		$35.44			$33.30			$30.08			$22.50			$19.81			$19.62
Total Return
Total investment return based on net asset value (b)*		6.43	%		12.96	%		33.72	%		13.58	%		.97	%		14.80	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$45,184			$46,330			$51,993			$46,948			$51,114			$61,325
Ratio to average net assets of:
Expenses		1.33	%^		1.33	%		1.31	%		1.31	%		1.25	%		1.25	%+
Net investment income (loss)		(.35	)%^		(.52	)%		(.35	)%		.03	%		(.08	)%		(.10	)%+
Portfolio turnover rate		29	%		66	%		63	%		83	%		97	%		121	%

(a) Based on average shares outstanding.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.06%, 0.03%, 0.06%, 0.28%, 0.07% and 0.22%, respectively.

^ Annualized.

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

See notes to financial statements.

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GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

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

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Growth Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

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

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 2015 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 3000 Growth Index (the Portfolio’s primary benchmark since April 1, 2013) and the Russell 1000 Growth Index (the Portfolio’s prior primary benchmark), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2015 and (in the case of comparisons with the indices) the period since inception (September 1994 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 in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed both indices in the 1-year period and the period since inception, and lagged them in all other periods. 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 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 6.5 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 also considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors 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

AB 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 the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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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GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($ MIL)
Growth Portfolio	Growth	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$76.4

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 $48,203 (0.065% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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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AB Variable Products Series Fund

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

Portfolio	Total Expense Ratio	Fiscal Year
Growth Portfolio	Class A    1.08%		December 31
	Class B    1.33%

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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($ MIL)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth Portfolio	$76.4	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		0.564	%		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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GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Growth Portfolio	Growth Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The AB Investment Trust Management mutual funds (“ITM”), which are offered to investors in Japan, have an “all-in” fee to compensate the Adviser for investment advisory as well as fund accounting and administrative related services. The fee schedule of the ITM mutual fund that has a somewhat similar investment style as the Portfolio is as follows:

Portfolio	ITM Mutual Fund	Fee
Growth Portfolio	AB U.S. Growth Stock Fund A, B- Hedged/Unhedged	0.75%

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

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

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Growth Portfolio		0.750		0.750		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”).

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

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

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

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

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

22

AB Variable Products Series Fund

The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth Portfolio		1.078		0.847		13/13		0.790		64/65

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

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, 2014, ABI received $118,441 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $243,042 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

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

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

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

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GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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 AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB 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.

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.

24

AB 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 $486 billion as of March 31, 2015, 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, 2015.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Growth Portfolio
1 year		16.51		11.60		13.07		1/13		15/83
3 year		17.98		17.83		17.55		6/13		36/83
5 year		16.67		16.45		15.92		6/12		26/74
10 year		7.72		9.18		8.70		9/10		49/65

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth Portfolio		16.51		17.98		16.67		7.72		9.09		16.11		0.45		10
Russell 3000 Growth Index23		15.51		18.03		17.27		9.29		9.00		N/A		N/A		N/A
Russell 1000 Growth Index		16.24		18.05		17.21		9.28		8.99		15.03		0.56		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: June 5, 2015

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 not 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 28, 2015.

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.

23 On April 1, 2013, the Portfolio’s benchmark changed from the Russell 1000 Growth Index to the Russell 3000 Growth Index to more closely reflect the Portfolio’s investments and performance.

25

VPS-GTH-0152-0615

JUN^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ GROWTH & INCOME PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GROWTH & INCOME PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,005.00	$	2.98		0.60	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.82	$	3.01		0.60	%
Class B
Actual	$	1,000	$	1,003.70	$	4.22		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.58	$	4.26		0.85	%

* 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
PORTFOLIO OF INVESTMENTS
June 30, 2015	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–94.4%
FINANCIALS–23.7%
BANKS–7.5%
JPMorgan Chase & Co.		489,340	$	33,157,679
Wells Fargo & Co.		520,860		29,293,166
				62,450,845
CAPITAL MARKETS–4.2%
BlackRock, Inc.–Class A		33,090		11,448,478
Goldman Sachs Group, Inc. (The)		97,220		20,298,564
Virtu Financial, Inc.–Class A(a)		133,843		3,142,634
				34,889,676
CONSUMER FINANCE–1.3%
Capital One Financial Corp.		120,520		10,602,144
DIVERSIFIED FINANCIAL SERVICES–4.6%
Berkshire Hathaway, Inc.–Class B(a)		282,922		38,508,513
INSURANCE–6.1%
ACE Ltd.		173,570		17,648,598
Allstate Corp. (The)		137,520		8,920,922
Hartford Financial Services Group, Inc. (The)		194,260		8,075,388
Validus Holdings Ltd.		246,629		10,849,210
WR Berkley Corp.		112,861		5,860,872
				51,354,990
				197,806,168
HEALTH CARE–17.8%
BIOTECHNOLOGY–2.3%
Gilead Sciences, Inc.		166,250		19,464,550
HEALTH CARE EQUIPMENT & SUPPLIES–2.6%
Medtronic PLC		286,425		21,224,092
HEALTH CARE PROVIDERS & SERVICES–4.7%
Cigna Corp.		41,910		6,789,420
UnitedHealth Group, Inc.		267,110		32,587,420
				39,376,840
PHARMACEUTICALS–8.2%
Eli Lilly & Co.		167,290		13,967,042
Pfizer, Inc.		1,012,840		33,960,525
Teva Pharmaceutical Industries Ltd. (Sponsored ADR)		348,535		20,598,419
				68,525,986
				148,591,468
CONSUMER DISCRETIONARY–15.1%
AUTO COMPONENTS–1.2%
Delphi Automotive PLC		67,360		5,731,662
Johnson Controls, Inc.		94,470		4,679,099
				10,410,761

Company	Shares		U.S. $ Value
HOUSEHOLD DURABLES–0.9%
Toll Brothers, Inc.(a)		186,630	$	7,127,400
INTERNET & CATALOG RETAIL–1.6%
Liberty Interactive Corp. QVC Group–Class A(a)		475,568		13,197,012
MEDIA–8.8%
Comcast Corp.–Class A		508,150		30,560,141
Interpublic Group of Cos., Inc. (The)		932,920		17,977,368
Time Warner, Inc.		249,670		21,823,655
Viacom, Inc.–Class B		49,420		3,194,509
				73,555,673
SPECIALTY RETAIL–1.9%
Bed Bath & Beyond, Inc.(a)		89,300		6,159,914
DSW, Inc.–Class A		292,670		9,766,398
				15,926,312
TEXTILES, APPAREL & LUXURY GOODS–0.7%
Coach, Inc.		180,244		6,238,245
				126,455,403
INFORMATION TECHNOLOGY–14.2%
COMMUNICATIONS EQUIPMENT–2.5%
Cisco Systems, Inc.		571,620		15,696,685
Harris Corp.		62,980		4,843,792
				20,540,477
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.8%
TE Connectivity Ltd.		110,420		7,100,006
IT SERVICES–0.3%
Vantiv, Inc.–Class A(a)		58,561		2,236,444
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.1%
Intel Corp.		616,380		18,747,198
NVIDIA Corp.		346,154		6,961,157
				25,708,355
SOFTWARE–4.8%
Activision Blizzard, Inc.		649,111		15,714,977
Check Point Software Technologies Ltd.(a)		81,871		6,512,838
Microsoft Corp.		411,430		18,164,635
				40,392,450
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.7%
Apple, Inc.		181,765		22,797,875
				118,775,607

2

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–12.0%
AEROSPACE & DEFENSE–6.4%
Boeing Co. (The)		101,400	$	14,066,208
General Dynamics Corp.		99,180		14,052,815
Raytheon Co.		221,950		21,236,176
United Technologies Corp.		42,540		4,718,962
				54,074,161
AIRLINES–3.0%
Copa Holdings SA–Class A(b)		138,036		11,400,393
Delta Air Lines, Inc.		333,350		13,694,018
				25,094,411
INDUSTRIAL CONGLOMERATES–1.4%
General Electric Co.		431,155		11,455,788
MACHINERY–1.2%
Parker-Hannifin Corp.		27,899		3,245,491
Snap-on, Inc.		43,010		6,849,342
				10,094,833
				100,719,193
CONSUMER STAPLES–3.9%
FOOD & STAPLES RETAILING–3.9%
CVS Health Corp.		309,991		32,511,856
ENERGY–3.5%
ENERGY EQUIPMENT & SERVICES–0.5%
Cameron International Corp.(a)		79,000		4,137,230
OIL, GAS & CONSUMABLE FUELS–3.0%
Exxon Mobil Corp.		248,380		20,665,216
Hess Corp.		71,150		4,758,512
				25,423,728
				29,560,958
UTILITIES–1.7%
ELECTRIC UTILITIES–0.8%
Great Plains Energy, Inc.		285,910		6,907,586
MULTI-UTILITIES–0.9%
WEC Energy Group, Inc.		156,790		7,050,846
				13,958,432
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.6%
Verizon Communications, Inc.		287,765		13,412,727
MATERIALS–0.9%
CHEMICALS–0.9%
Mosaic Co. (The)		163,150		7,643,578
Total Common Stocks (cost $629,712,829)				789,435,390

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–6.5%
TIME DEPOSIT–6.5%
State Street Time Deposit 0.01%, 7/01/15 (cost $54,526,321)	$	54,526	$	54,526,321
	Shares
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.9% (cost $684,239,150)				843,961,711
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.4%
INVESTMENT COMPANIES–1.4%
AB Exchange Reserves– Class I, 0.07%(c)(d) (cost $11,491,497)		11,491,497		11,491,497
TOTAL INVESTMENTS–102.3% (cost $695,730,647)				855,453,208
Other assets less liabilities–(2.3)%				(19,273,662	)
NET ASSETS–100.0%			$	836,179,546

(a) Non-income producing security.

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

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

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

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

3

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Berkshire Hathaway, Inc.—Class B	$	38,508,513		4.6	%
Pfizer, Inc.		33,960,525		4.1
JPMorgan Chase & Co.		33,157,679		4.0
UnitedHealth Group, Inc.		32,587,420		3.9
CVS Health Corp.		32,511,856		3.9
Comcast Corp.—Class A		30,560,141		3.7
Wells Fargo & Co.		29,293,166		3.5
Apple, Inc.		22,797,875		2.7
Time Warner, Inc.		21,823,655		2.6
Raytheon Co.		21,236,176		2.5
	$	296,437,006		35.5	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	197,806,168		23.4	%
Health Care		148,591,468		17.6
Consumer Discretionary		126,455,403		15.0
Information Technology		118,775,607		14.1
Industrials		100,719,193		11.9
Consumer Staples		32,511,856		3.8
Energy		29,560,958		3.5
Utilities		13,958,432		1.7
Telecommunication Services		13,412,727		1.6
Materials		7,643,578		0.9
Short-Term Investments		54,526,321		6.5
Total Investments	$	843,961,711		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.

4

GROWTH & INCOME PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $684,239,150)	$	843,961,711	(a)
Affiliated issuers (cost $11,491,497—investment of cash collateral for securities loaned)		11,491,497
Receivable for investment securities sold		5,011,405
Dividends and interest receivable		850,300
Receivable for capital stock sold		316,875
Total assets		861,631,788
LIABILITIES
Payable for investment securities purchased		12,532,632
Payable for collateral received on securities loaned		11,491,497
Payable for capital stock redeemed		731,622
Advisory fee payable		387,200
Distribution fee payable		141,923
Administrative fee payable		10,173
Transfer Agent fee payable		107
Accrued expenses		157,088
Total liabilities		25,452,242
NET ASSETS	$	836,179,546
COMPOSITION OF NET ASSETS
Capital stock, at par	$	27,971
Additional paid-in capital		639,566,096
Undistributed net investment income		15,286,347
Accumulated net realized gain on investment transactions		21,576,571
Net unrealized appreciation on investments		159,722,561
	$	836,179,546

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	159,618,372		5,286,466	$	30.19
B	$	676,561,174		22,684,981	$	29.82

(a) Includes securities on loan with a value of $11,400,393 (see Note E).

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $34,114)	$	8,528,336
Affiliated issuers		2,610
Interest		4,188
Securities lending income		6,037
		8,541,171
EXPENSES
Advisory fee (see Note B)		2,361,283
Distribution fee—Class B		866,021
Transfer agency—Class A		1,067
Transfer agency—Class B		4,458
Custodian		76,256
Printing		64,488
Administrative		25,384
Audit and tax		19,090
Legal		16,529
Directors’ fees		8,320
Miscellaneous		11,928
Total expenses		3,454,824
Net investment income		5,086,347
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		37,483,728
Net change in unrealized appreciation/depreciation of investments		(38,737,738	)
Net loss on investment transactions		(1,254,010	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,832,337

See notes to financial statements.

6

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

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,086,347		$	10,203,638
Net realized gain on investment transactions		37,483,728			78,058,883
Net change in unrealized appreciation/depreciation of investments		(38,737,738	)		(12,349,510	)
Net increase in net assets from operations		3,832,337			75,913,011
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(2,268,517	)
Class B		–0	–		(7,666,587	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(37,229,923	)		(69,811,950	)
Total decrease		(33,397,586	)		(3,834,043	)
NET ASSETS
Beginning of period		869,577,132			873,411,175
End of period (including undistributed net investment income of $15,286,347 and $10,200,000, respectively)	$	836,179,546		$	869,577,132

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Growth & Income Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Growth & Income Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

8

AB Variable Products Series Fund

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, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

789,435,390

$

–0

–

$

–0

–

$

789,435,390

Short-Term Investments

–0

–

54,526,321

–0

–

54,526,321

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

11,491,497

–0

–

–0

–

11,491,497

Total Investments in Securities

800,926,887

54,526,321

–0

–

855,453,208

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

800,926,887

$

54,526,321

$

–0

–

$

855,453,208

* See Portfolio of Investments for sector classifications.

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

^ There were no transfers between any levels during the reporting period.

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

9

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

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

10

AB Variable Products Series Fund

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .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, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $351,343, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	271,161,874		$	271,908,637
U.S. government securities		–0	–		–0	–

11

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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	$	178,132,298
Gross unrealized depreciation		(18,409,737	)
Net unrealized appreciation	$	159,722,561

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, 2015.

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $11,400,393 and had received cash collateral which has been invested into AB Exchange Reserves of $11,491,497. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $6,037 and $2,610 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	8,423	$	37,729	$	34,661	$	11,491

12

AB Variable Products Series Fund

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		308,854			792,608		$	9,381,767		$	22,691,868
Shares issued in reinvestment of dividends		–0	–		79,653			–0	–		2,268,517
Shares redeemed		(619,122	)		(1,180,764	)		(18,806,593	)		(33,448,306	)
Net decrease		(310,268	)		(308,503	)	$	(9,424,826	)	$	(8,487,921	)
Class B
Shares sold		768,917			1,584,088		$	23,048,473		$	44,665,440
Shares issued in reinvestment of dividends		–0	–		271,961			–0	–		7,666,587
Shares redeemed		(1,692,942	)		(4,045,067	)		(50,853,570	)		(113,656,056	)
Net decrease		(924,025	)		(2,189,018	)	$	(27,805,097	)	$	(61,324,029	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

Derivatives Risk—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.

Industry/Sector Risk—Investments in a particular industry or group of related industries may have more risk because market or economic factors affecting that industry could have a significant effect on the value of the Portfolio’s investments.

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	9,935,104	$	11,514,239
Total taxable distributions paid	$	9,935,104	$	11,514,239

13

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

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

Undistributed ordinary income	$	10,200,000
Accumulated capital and other losses		(14,562,823	)(a)
Unrealized appreciation/(depreciation)		197,115,965	(b)
Total accumulated earnings/(deficit)	$	192,753,142

(a) As of December 31, 2014, the Portfolio had a net capital loss carryforward of $14,562,823. During the fiscal year, the Portfolio utilized $78,078,754 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

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

As of December 31, 2014, the Portfolio had a net capital loss carryforward of $14,562,823 which will expire in 2017.

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	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$30.04			$27.80			$20.88			$18.05			$17.19			$15.20
Income From Investment Operations
Net investment income (a)		.21			.40			.33			.29			.27			.20
Net realized and unrealized gain (loss) on investment transactions		(.06	)		2.23			6.92			2.86			.83			1.79
Net increase in net asset value from operations		.15			2.63			7.25			3.15			1.10			1.99
Less: Dividends
Dividends from net investment income		–0	–		(.39	)		(.33	)		(.32	)		(.24	)		–0	–
Net asset value, end of period		$30.19			$30.04			$27.80			$20.88			$18.05			$17.19
Total Return
Total investment return based on net asset value (b)*		.50	%		9.54	%		34.96	%		17.53	%		6.32	%		13.09	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$159,619			$168,135			$164,154			$131,402			$138,731			$201,521
Ratio to average net assets of:
Expenses		.60	%^		.60	%		.60	%		.60	%		.60	%		.63	%+
Net investment income		1.39	%^		1.39	%		1.35	%		1.48	%		1.52	%		1.30	%+
Portfolio turnover rate		34	%		51	%		63	%		80	%		76	%		66	%

See footnote summary on page 16.

15

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

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

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$29.71			$27.49			$20.66			$17.86			$17.01			$15.08
Income From Investment Operations
Net investment income (a)		.17			.32			.27			.24			.23			.16
Net realized and unrealized gain (loss) on investment transactions		(.06	)		2.22			6.83			2.83			.81			1.77
Net increase in net asset value from operations		.11			2.54			7.10			3.07			1.04			1.93
Less: Dividends
Dividends from net investment income		–0	–		(.32	)		(.27	)		(.27	)		(.19	)		–0	–
Net asset value, end of period		$29.82			$29.71			$27.49			$20.66			$17.86			$17.01
Total Return
Total investment return based on net asset value (b)*		.37	%		9.29	%		34.59	%		17.24	%		6.07	%		12.80	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$676,561			$701,442			$709,257			$764,198			$735,514			$805,714
Ratio to average net assets of:
Expenses		.85	%^		.85	%		.85	%		.85	%		.85	%		.88	%+
Net investment income		1.14	%^		1.14	%		1.11	%		1.23	%		1.28	%		1.05	%+
Portfolio turnover rate		34	%		51	%		63	%		80	%		76	%		66	%

(a) Based on average shares outstanding.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.14%, 0.11%, 0.08%, 0.19%, 0.13% and 0.27%, respectively.

^ Annualized.

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

See notes to financial statements.

16

GROWTH & INCOME PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

Information Regarding the Review and Approval of the Portfolio’s Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Growth and Income Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

17

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

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 2015 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, 2015 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 2nd quintile of the Performance Group and the Performance Universe for the 1- and 5-year periods, in the 2nd quintile of the Performance Group and 3rd 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 10-year period. The Portfolio outperformed the Index in the 5-year period and lagged it in all other periods. 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 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 considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors 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

AB 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 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 AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB Growth and 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 Section 36(b) requires: to face liability under Section36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($MIL)
Growth and Income Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$	864.8

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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

AB 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 $48,204 (0.006% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Growth and Income Portfolio	Class A    0.60%	December 31
	Class B    0.85%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth and Income Portfolio	$	864.8	U.S. Growth and Income 0.65% on first $25m 0.50% on next $25m 0.40% on next $50m 0.30% on next $100m 0.25% on the balance Minimum account size $25m		0.283	%		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)	AB Variable Products Series Fund

The Adviser also manages AB Growth and Income Fund, Inc. (“Growth and Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Growth and 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	AB Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Growth and Income Portfolio	Growth and 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^8,9.

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, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Growth and Income Portfolio		0.550		0.706		2/10

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

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth and Income Portfolio		0.603		0.760		2/10		0.754		4/29

Based on this analysis, the Portfolio has equally favorable rankings on a contractual management fee basis and on a total expense ratio 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 negotiations conducted at arm’s length.” Jones v. Harris at 1429.

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

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

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

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

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

22

AB 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 increased during calendar year 2014, relative to 2013.

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, 2014, ABI received $1,730,726 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $3,533,970 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

23

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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 AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB 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 $486 billion as of March 31, 2015, 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, 2015.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Growth and Income Portfolio
1 year		12.41		12.24		11.90		4/10		20/51
3 year		17.23		16.68		17.05		4/10		23/50
5 year		16.30		15.06		15.34		3/10		10/47
10 year		6.93		7.70		8.28		8/9		27/29

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

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

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

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

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

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

24

AB 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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth and Income Portfolio		12.41		17.23		16.30		6.93		9.76		15.17		0.42		10
Russell 1000 Value Index		13.49		18.11		15.51		7.21		11.09		15.56		0.43		10
Inception Date: February 25, 1994

CONCLUSION:

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

Dated: June 5, 2015

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, 2015.

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.

25

VPS-GI-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERMEDIATE BOND PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

INTERMEDIATE BOND PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,000.90	$	4.56		0.92	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.23	$	4.61		0.92	%
Class B
Actual	$	1,000	$	999.10	$	5.80		1.17	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.99	$	5.86		1.17	%

* 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, 2015 (unaudited)	AB Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grade	$	17,068,975		21.3	%
Governments—Treasuries		15,982,187		20.0
Mortgage Pass-Throughs		13,551,865		16.9
Asset-Backed Securities		10,354,044		12.9
Commercial Mortgage-Backed Securities		7,038,713		8.8
Corporates—Non-Investment Grade		4,210,154		5.3
Collateralized Mortgage Obligations		3,559,667		4.4
Inflation-Linked Securities		2,475,065		3.1
Agencies		2,074,388		2.6
Quasi-Sovereigns		905,598		1.1
Governments—Sovereign Agencies		762,296		1.0
Preferred Stocks		320,277		0.4
Local Governments—Municipal Bonds		292,926		0.4
Other†		149,273		0.2
Short-Term Investments		1,321,027		1.6
Total Investments	$	80,066,455		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: Emerging Markets—Corporate Bonds, Governments—Sovereign Bonds and Warrants.

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CORPORATES–INVESTMENT GRADE–23.8%
INDUSTRIAL–16.4%
BASIC–1.9%
Barrick Gold Corp. 4.10%, 5/01/23		U.S.$	47	$	45,796
Dow Chemical Co. (The) 8.55%, 5/15/19			86		104,854
Eastman Chemical Co. 3.80%, 3/15/25			65		64,885
Freeport-McMoran Oil & Gas LLC/FCX Oil & Gas, Inc. 6.50%, 11/15/20			31		32,782
Glencore Funding LLC 4.125%, 5/30/23(a)			58		56,110
International Paper Co.
3.65%, 6/15/24			32		31,539
3.80%, 1/15/26			61		59,767
4.75%, 2/15/22			54		58,454
5.15%, 5/15/46			27		25,938
LyondellBasell Industries NV 5.75%, 4/15/24			200		227,835
Minsur SA 6.25%, 2/07/24(a)			210		230,112
Mosaic Co. (The) 5.625%, 11/15/43			11		11,720
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(a)			260		224,900
Teck Resources Ltd. 4.50%, 1/15/21			129		123,833
Vale Overseas Ltd. 6.875%, 11/21/36			40		38,672
					1,337,197
CAPITAL GOODS–0.2%
Owens Corning 6.50%, 12/01/16(b)			10		10,635
Yamana Gold, Inc. 4.95%, 7/15/24			166		159,896
					170,531
COMMUNICATIONS–MEDIA–2.9%
21st Century Fox America, Inc.
4.00%, 10/01/23			64		65,939
4.50%, 2/15/21			300		325,708
CBS Corp. 3.50%, 1/15/25			190		181,786
Cox Communications, Inc. 2.95%, 6/30/23(a)			51		47,003
DIRECTV Holdings LLC/DIRECTV Financing Co., Inc.
3.50%, 3/01/16			95		96,480
3.80%, 3/15/22			57		57,328
4.45%, 4/01/24			81		82,888
5.00%, 3/01/21			175		189,501
Discovery Communications LLC 3.45%, 3/15/25			105		98,526

	Principal Amount (000)			U.S. $ Value
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(a)(c)		U.S.$	128	$	136,160
TCI Communications, Inc. 7.875%, 2/15/26			115		155,097
Time Warner Cable, Inc. 4.125%, 2/15/21			200		206,489
Time Warner, Inc.
3.55%, 6/01/24			114		111,176
7.625%, 4/15/31			69		89,723
Viacom, Inc.
3.875%, 4/01/24			178		174,288
5.625%, 9/15/19			60		66,741
					2,084,833
COMMUNICATIONS– TELECOMMUNICATIONS–2.1%
American Tower Corp. 5.05%, 9/01/20			260		282,532
AT&T, Inc. 3.40%, 5/15/25			270		257,501
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)			320		320,055
Rogers Communications, Inc. 4.00%, 6/06/22		CAD	27		23,059
Telefonica Emisiones SAU 5.462%, 2/16/21		U.S.$	120		132,690
Verizon Communications, Inc.
3.50%, 11/01/24			258		250,946
3.85%, 11/01/42			89		73,451
6.55%, 9/15/43			165		193,010
					1,533,244
CONSUMER CYCLICAL–AUTOMOTIVE–0.8%
Ford Motor Credit Co. LLC 5.875%, 8/02/21			455		517,997
General Motors Co. 3.50%, 10/02/18			80		82,601
					600,598
CONSUMER CYCLICAL– OTHER–0.0%
Host Hotels & Resorts LP Series D 3.75%, 10/15/23			6		5,886
CONSUMER CYCLICAL–RETAILERS–0.3%
Walgreens Boots Alliance, Inc. 3.80%, 11/18/24			195		190,979
CONSUMER NON-CYCLICAL–3.4%
AbbVie, Inc. 3.60%, 5/14/25			149		147,271
Actavis Funding SCS
3.80%, 3/15/25			165		162,083
3.85%, 6/15/24			54		53,349
Altria Group, Inc. 2.625%, 1/14/20			195		194,242

3

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

	Principal Amount (000)			U.S. $ Value
AstraZeneca PLC 6.45%, 9/15/37		U.S.$	50	$	63,646
Baxalta, Inc. 5.25%, 6/23/45(a)			75		75,409
Bayer US Finance LLC 3.375%, 10/08/24(a)			200		198,947
Becton Dickinson and Co. 3.734%, 12/15/24			85		84,714
Bunge Ltd. Finance Corp. 8.50%, 6/15/19			2		2,418
Grupo Bimbo SAB de CV 3.875%, 6/27/24(a)			201		200,331
HJ Heinz Co.
2.80%, 7/02/20(a)			70		70,054
3.50%, 7/15/22(a)			94		94,221
Kroger Co. (The) 3.40%, 4/15/22			194		195,421
Laboratory Corp. of America Holdings 3.60%, 2/01/25			60		57,385
Medtronic, Inc. 3.50%, 3/15/25(a)			195		194,334
Perrigo Finance PLC 3.50%, 12/15/21			200		200,388
Reynolds American, Inc.
3.25%, 11/01/22			127		122,321
5.85%, 8/15/45			44		46,151
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			78		79,478
Tyson Foods, Inc.
2.65%, 8/15/19			39		39,257
3.95%, 8/15/24			123		123,903
					2,405,323
ENERGY–3.4%
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			68		53,894
Encana Corp. 3.90%, 11/15/21			45		45,916
Energy Transfer Partners LP 7.50%, 7/01/38			244		278,868
EnLink Midstream Partners LP 5.05%, 4/01/45			125		113,358
Enterprise Products Operating LLC 3.70%, 2/15/26			161		155,890
5.20%, 9/01/20			55		61,216
Kinder Morgan Energy Partners LP 3.95%, 9/01/22			321		313,909
4.15%, 3/01/22			89		89,142
Noble Energy, Inc.
3.90%, 11/15/24			107		105,498
8.25%, 3/01/19			238		283,566
Plains All American Pipeline LP/PAA Finance Corp. 3.60%, 11/01/24			137		132,233
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			145		132,021
TransCanada PipeLines Ltd. 6.35%, 5/15/67		U.S.$	235	$	223,250
Valero Energy Corp. 6.125%, 2/01/20			177		202,156
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			135		157,622
Williams Partners LP 4.125%, 11/15/20			97		100,611
					2,449,150
OTHER INDUSTRIAL–0.3%
Hutchison Whampoa International 14 Ltd. 1.625%, 10/31/17(a)			200		199,400
TECHNOLOGY–1.1%
Hewlett-Packard Co. 4.65%, 12/09/21			107		113,572
KLA-Tencor Corp. 4.65%, 11/01/24			134		133,927
Motorola Solutions, Inc.
3.50%, 3/01/23			86		81,113
7.50%, 5/15/25			25		30,181
Seagate HDD Cayman 4.75%, 1/01/25(a)			75		74,539
Tencent Holdings Ltd. 3.375%, 5/02/19(a)			205		210,478
Total System Services, Inc.
2.375%, 6/01/18			74		73,791
3.75%, 6/01/23			69		67,786
					785,387
					11,762,528
FINANCIAL INSTITUTIONS–6.2%
BANKING–3.2%
Compass Bank 5.50%, 4/01/20			250		272,013
Credit Suisse Group Funding Guernsey Ltd. 3.75%, 3/26/25(a)			270		259,922
Goldman Sachs Group, Inc. (The)
3.85%, 7/08/24			210		209,818
5.15%, 5/22/45			13		12,513
Series D 6.00%, 6/15/20			395		451,377
Morgan Stanley 5.625%, 9/23/19			143		160,245
Murray Street Investment Trust I 4.647%, 3/09/17			27		28,361
Nationwide Building Society 6.25%, 2/25/20(a)			230		268,187
Rabobank Capital Funding Trust III 5.254%, 10/21/16(a)(c)			90		92,880
Standard Chartered PLC Series E 4.00%, 7/12/22(a)			265		271,304

4

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
UBS AG/Stamford CT 7.625%, 8/17/22		U.S.$	250	$	293,000
					2,319,620
FINANCE–0.3%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)			155		180,464
INSURANCE–1.9%
American International Group, Inc.
4.875%, 6/01/22			75		82,269
6.40%, 12/15/20			215		255,602
Dai-ichi Life Insurance Co., Ltd. (The) 5.10%, 10/28/24(a)(c)			200		211,000
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20			200		224,277
Lincoln National Corp. 8.75%, 7/01/19			113		138,543
MetLife, Inc. 10.75%, 8/01/39			85		137,700
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			55		82,320
Prudential Financial, Inc. 5.625%, 6/15/43			185		191,752
					1,323,463
REITS–0.8%
HCP, Inc. 5.375%, 2/01/21			179		197,479
Health Care REIT, Inc. 5.25%, 1/15/22			183		200,176
Trust F/1401 5.25%, 12/15/24(a)			200		208,000
					605,655
					4,429,202
UTILITY–1.2%
ELECTRIC–0.8%
Berkshire Hathaway Energy Co. 6.125%, 4/01/36			170		200,271
CMS Energy Corp. 5.05%, 3/15/22			37		40,717
Constellation Energy Group, Inc. 5.15%, 12/01/20			64		70,820
Entergy Corp. 4.00%, 7/15/22			125		125,961
Exelon Corp. 5.10%, 6/15/45			45		45,180
Exelon Generation Co. LLC 4.25%, 6/15/22			78		79,841
					562,790
NATURAL GAS–0.4%
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			305		314,455
					877,245
Total Corporates–Investment Grade (cost $16,527,062)					17,068,975
GOVERNMENTS–TREASURIES–22.3%
BRAZIL–0.4%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17		BRL	1,030	$	314,248
CANADA–1.0%
Canadian Government Bond 2.25%, 6/01/25		CAD	870		732,430
ITALY–0.4%
Italy Buoni Poliennali Del Tesoro 4.50%, 3/01/24		EUR	198		259,237
UNITED KINGDOM–0.8%
United Kingdom Gilt 3.75%, 9/07/21(a)		GBP	320		565,239
UNITED STATES–19.7%
U.S. Treasury Bonds
3.125%, 8/15/44		U.S.$	329		329,340
3.625%, 8/15/43–2/15/44			564		619,844
4.50%, 2/15/36			654		822,806
4.625%, 2/15/40			2,560		3,264,599
U.S. Treasury Notes
0.375%, 3/31/16			578		578,587
0.625%, 5/31/17			734		733,785
1.375%, 3/31/20–4/30/20			1,087		1,075,327
1.50%, 8/31/18–5/31/20			1,452		1,453,591
1.625%, 6/30/19–12/31/19			962		969,368
1.75%, 9/30/19			1,632		1,651,533
2.00%, 2/15/25			335		325,473
2.25%, 11/15/24			171		169,859
2.375%, 8/15/24			199		200,475
2.50%, 8/15/23–5/15/24			1,310		1,333,269
2.75%, 11/15/23			561		583,177
					14,111,033
Total Governments–Treasuries (cost $15,414,772)					15,982,187
MORTGAGE PASS-THROUGHS–18.9%
AGENCY FIXED RATE 30-YEAR–17.4%
Federal National Mortgage Association
3.50%, 8/01/45, TBA			2,111		2,169,547
4.50%, 8/25/45, TBA			1,855		2,002,675
3.00%, 8/01/45, TBA			371		368,536
4.00%, 8/01/45, TBA			2,701		2,855,041
3.50%, 5/01/42–6/01/45			2,107		2,182,727
Government National Mortgage Association
3.50%, 7/01/45, TBA			1,064		1,104,316
3.00%, 7/01/45, TBA			1,032		1,041,917
Federal National Mortgage Association
Series 2004 5.50%, 4/01/34–11/01/34			133		149,409
Series 2005 5.50%, 2/01/35			163		183,502

5

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

	Principal Amount (000)			U.S. $ Value
Federal Home Loan Mortgage Corp. Gold
Series 2007 5.50%, 7/01/35		U.S.$	43	$	48,235
Series 2005 5.50%, 1/01/35			160		179,502
Federal National Mortgage Association
Series 2003 5.50%, 4/01/33–7/01/33			146		164,056
Government National Mortgage Association
Series 1994 9.00% , 9/15/24			1		1,646
					12,451,109
AGENCY FIXED RATE 15-YEAR–1.5%
Federal National Mortgage Association
3.00%, 8/01/30, TBA			397		410,306
2.50%, 8/01/30, TBA			494		498,824
3.50%, 8/01/30, TBA			182		191,626
					1,100,756
Total Mortgage Pass-Throughs (cost $13,482,326)					13,551,865
ASSET-BACKED SECURITIES–14.5%
AUTOS–FIXED RATE–9.0%
Ally Master Owner Trust
Series 2015-3, Class A 1.63%, 5/15/20			259		259,331
AmeriCredit Automobile Receivables Trust
Series 2011-3, Class D 4.04%, 7/10/17			200		202,078
Series 2013-3, Class A3 0.92%, 4/09/18			246		245,775
Series 2013-4, Class A3 0.96%, 4/09/18			112		111,779
Series 2013-5, Class A2A 0.65%, 3/08/17			5		5,462
ARI Fleet Lease Trust
Series 2014-A, Class A2 0.81%, 11/15/22(a)			69		68,992
Avis Budget Rental Car Funding AESOP LLC
Series 2013-2A, Class A 2.97%, 2/20/20(a)			288		296,274
Series 2014-1A, Class A 2.46%, 7/20/20(a)			149		150,338
Bank of The West Auto Trust
Series 2015-1, Class A3 1.31%, 10/15/19(a)			259		258,947
California Republic Auto Receivables Trust
Series 2014-2, Class A4 1.57%, 12/16/19		U.S.$	122	$	122,385
Series 2015-2, Class A3 1.31%, 8/15/19			118		117,967
Capital Auto Receivables Asset Trust
Series 2013-3, Class A2 1.04%, 11/21/16			115		114,950
Series 2014-1, Class B 2.22%, 1/22/19			60		60,605
CPS Auto Receivables Trust
Series 2013-B, Class A 1.82%, 9/15/20(a)			128		127,717
Series 2014-B, Class A 1.11%, 11/15/18(a)			64		63,758
Drive Auto Receivables Trust
Series 2015-BA, Class A2A 0.93%, 12/15/17(a)			124		124,081
Enterprise Fleet Financing LLC
Series 2014-2, Class A2 1.05%, 3/20/20(a)			197		196,516
Series 2015-1, Class A2 1.30%, 9/20/20(a)			263		263,276
Exeter Automobile Receivables Trust
Series 2013-1A, Class A 1.29%, 10/16/17(a)			13		12,765
Series 2014-1A, Class A 1.29%, 5/15/18(a)			34		34,126
Series 2014-2A, Class A 1.06%, 8/15/18(a)			35		35,217
Fifth Third Auto Trust
Series 2014-3, Class A4 1.47%, 5/17/21			165		165,189
Flagship Credit Auto Trust
Series 2013-1, Class A 1.32%, 4/16/18(a)			24		23,778
Ford Auto Securitization Trust
Series 2013-R1A, Class A2 1.676%, 9/15/16(a)		CAD	31		24,909
Ford Credit Auto Lease Trust
Series 2014-B, Class A3 0.89%, 9/15/17		U.S.$	144		144,099
Ford Credit Auto Owner Trust
Series 2012-D, Class B 1.01%, 5/15/18			100		99,712
Series 2014-2, Class A 2.31%, 4/15/26(a)			257		260,029
Ford Credit Floorplan Master Owner Trust A
Series 2015-2, Class A1 1.98%, 1/15/22			198		196,201
GM Financial Automobile Leasing Trust
Series 2015-1, Class A2 1.10%, 12/20/17			260		260,126
Series 2015-2, Class A3 1.68%, 12/20/18			232		231,995

6

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
GMF Floorplan Owner Revolving Trust
Series 2015-1, Class A1 1.65%, 5/15/20(a)		U.S.$	128	$	128,437
Harley-Davidson Motorcycle Trust
Series 2012-1, Class A3 0.68%, 4/15/17			9		8,939
Series 2015-1, Class A3 1.41%, 6/15/20			137		137,357
Hertz Vehicle Financing LLC
Series 2013-1A, Class A1 1.12%, 8/25/17(a)			175		175,065
Series 2013-1A, Class A2 1.83%, 8/25/19(a)			485		482,001
Hyundai Auto Lease Securitization Trust
Series 2015-A, Class A2 1.00%, 10/16/17(a)			177		177,139
Series 2015-B, Class A3 1.40%, 11/15/18(a)			126		125,788
Mercedes Benz Auto Lease Trust
Series 2014-A, Class A2A 0.48%, 6/15/16			78		77,918
Nissan Auto Lease Trust
Series 2015-A, Class A3 1.40%, 6/15/18			202		201,960
Santander Drive Auto Receivables Trust
Series 2013-4, Class A3 1.11%, 12/15/17			109		108,862
Series 2014-2, Class A3 0.80%, 4/16/18			205		205,026
Series 2015-3, Class A2A 1.02%, 9/17/18			124		124,001
TCF Auto Receivables Owner Trust
Series 2015-1A, Class A2 1.02%, 8/15/18(a)			169		169,057
					6,399,927
CREDIT CARDS–FIXED RATE–1.9%
American Express Credit Account Master Trust
Series 2014-2, Class A 1.26%, 1/15/20			161		161,282
Barclays Dryrock Issuance Trust
Series 2014-3, Class A 2.41%, 7/15/22			320		324,474
Series 2015-2, Class A 1.56%, 3/15/21			183		182,996
Discover Card Execution Note Trust
Series 2015-A2, Class A 1.90%, 10/17/22			242		239,965
Synchrony Credit Card Master Note Trust
Series 2012-2, Class A 2.22%, 1/15/22			232		234,896
World Financial Network Credit Card Master Trust
Series 2012-B, Class A 1.76%, 5/17/21		U.S.$	190	$	191,748
					1,335,361
AUTOS–FLOATING RATE–1.2%
GE Dealer Floorplan Master Note Trust
Series 2014-1, Class A 0.567%, 7/20/19(b)			120		119,355
Series 2015-1, Class A 0.687%, 1/20/20(b)			227		227,007
Hertz Fleet Lease Funding LP
Series 2013-3, Class A 0.735%, 12/10/27(a)(b)			120		119,954
Navistar Financial Dealer Note Master Trust
Series 2014-1, Class A 0.937%, 10/25/19(a)(b)			197		197,006
NCF Dealer Floorplan Master Trust
Series 2014-1A, Class A 1.687%, 10/20/20(a)(b)			197		197,006
					860,328
CREDIT CARDS–FLOATING RATE–1.1%
Cabela’s Credit Card Master Note Trust
Series 2014-1, Class A 0.536%, 3/16/20(b)			205		205,072
Discover Card Execution Note Trust
Series 2015-A1, Class A1 0.536%, 8/17/20(b)			263		263,079
World Financial Network Credit Card Master Trust
Series 2014-A, Class A 0.566%, 12/15/19(b)			185		185,338
Series 2015-A, Class A 0.666%, 2/15/22(b)			150		149,929
					803,418
OTHER ABS–FIXED RATE–1.0%
CIT Equipment Collateral
Series 2014-VT1, Class A2 0.86%, 5/22/17(a)			196		195,970
CNH Capital Canada Receivables Trust
Series 2014-1A, Class A1 1.388%, 3/15/17(a)		CAD	4		3,189
CNH Equipment Trust
Series 2014-B, Class A4 1.61%, 5/17/21		U.S.$	101		101,314
Series 2015-A, Class A4 1.85%, 4/15/21			134		133,927
Dell Equipment Finance Trust
Series 2015-1, Class A3 1.30%, 3/23/20(a)			119		118,931

7

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

	Principal Amount (000)			U.S. $ Value
SBA Tower Trust
Series 2014-1A, Class C 2.898%, 10/15/44(a)		U.S.$	147	$	147,736
					701,067
HOME EQUITY LOANS–FLOATING RATE–0.2%
Asset Backed Funding Certificates
Series 2003-WF1, Class A2 1.312%, 12/25/32(b)			44		42,323
GSAA Trust
Series 2006-5, Class 2A3 0.457%, 3/25/36(b)			185		125,665
					167,988
HOME EQUITY LOANS–FIXED RATE–0.1%
Credit-Based Asset Servicing and Securitization LLC
Series 2003-CB1, Class AF 3.95%, 1/25/33			85		85,955
Total Asset-Backed Securities (cost $10,352,819)					10,354,044
COMMERCIAL MORTGAGE-BACKED SECURITIES–9.8%
NON-AGENCY FIXED RATE CMBS–8.7%
Banc of America Commercial Mortgage Trust
Series 2007-4, Class A1A 5.774%, 2/10/51			338		361,452
Series 2007-5, Class AM 5.772%, 2/10/51			78		81,587
Bear Stearns Commercial Mortgage Securities Trust
Series 2006-PW13, Class AJ 5.611%, 9/11/41			108		109,831
BHMS Mortgage Trust
Series 2014-ATLS, Class AFX 3.601%, 7/05/33(a)			200		201,090
CGRBS Commercial Mortgage Trust
Series 2013-VN05, Class A 3.369%, 3/13/35(a)			260		263,171
Citigroup Commercial Mortgage Trust
Series 2006-C4, Class A1A 5.969%, 3/15/49			113		116,038
Series 2015-GC27, Class A5 3.137%, 2/10/48			144		141,120
COBALT CMBS Commercial Mortgage Trust
Series 2007-C3, Class A4 5.959%, 5/15/46			166		176,997
Commercial Mortgage Trust
Series 2006-C8, Class A1A 5.292%, 12/10/46		U.S.$	251	$	264,051
Series 2006-C8, Class A4 5.306%, 12/10/46			181		187,689
Series 2007-GG9, Class A4 5.444%, 3/10/39			459		482,687
Series 2013-SFS, Class A1 1.873%, 4/12/35(a)			106		104,334
Credit Suisse Commercial Mortgage Trust
Series 2007-C3, Class AM 5.89%, 6/15/39			95		98,929
DBUBS 2011-LC1 Mortgage Trust
Series 2011-LC1A, Class E 5.735%, 11/10/46(a)			100		106,599
Extended Stay America Trust
Series 2013-ESH7, Class A17 2.295%, 12/05/31(a)			180		178,496
GS Mortgage Securities Corp. II
Series 2013-KING, Class A 2.706%, 12/10/27(a)			262		265,832
GS Mortgage Securities Trust
Series 2007-GG10, Class A4 5.989%, 8/10/45			116		123,954
Series 2013-G1, Class A2 3.557%, 4/10/31(a)			136		136,243
JPMorgan Chase Commercial Mortgage Securities Trust
Series 2010-C2, Class A1 2.749%, 11/15/43(a)			112		112,273
Series 2011-C5, Class D 5.50%, 8/15/46(a)			100		104,053
Merrill Lynch Mortgage Trust
Series 2006-C2, Class A1A 5.739%, 8/12/43			147		152,684
ML-CFC Commercial Mortgage Trust
Series 2006-4, Class A1A 5.166%, 12/12/49			262		273,140
Series 2007-9, Class A4 5.70%, 9/12/49			1,105		1,177,193
UBS-Barclays Commercial Mortgage Trust
Series 2012-C3, Class A4 3.091%, 8/10/49			60		59,978
Series 2012-C4, Class A5 2.85%, 12/10/45			112		110,978
Wachovia Bank Commercial Mortgage Trust
Series 2006-C23, Class A5 5.416%, 1/15/45			380		384,987
Series 2006-C26, Class A1A 6.009%, 6/15/45			90		93,156

8

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
WF-RBS Commercial Mortgage Trust
Series 2013-C14, Class A5 3.337%, 6/15/46		U.S.$	233	$	237,002
Series 2014-C20, Class A2 3.036%, 5/15/47			125		129,835
					6,235,379
NON-AGENCY FLOATING RATE CMBS–1.1%
Commercial Mortgage Trust
Series 2014-KYO, Class A 1.088%, 6/11/27(a)(b)			102		101,503
Series 2014-SAVA, Class A 1.336%, 6/15/34(a)(b)			100		99,969
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.106%, 6/15/29(a)(b)			201		200,460
PFP III Ltd. Series 2014-1, Class A 1.356%, 6/14/31(a)(b)			106		106,316
Resource Capital Corp., Ltd. Series 2014-CRE2, Class A 1.236%, 4/15/32(a)(b)			100		99,652
Starwood Retail Property Trust Series 2014-STAR, Class A 1.402%, 11/15/27(a)(b)			196		195,434
					803,334
Total Commercial Mortgage-Backed Securities (cost $7,088,469)					7,038,713
CORPORATES–NON- INVESTMENT GRADE–5.9%
INDUSTRIAL–2.8%
BASIC–0.2%
Axalta Coating Systems US Holdings, Inc./Axalta Coating Systems Dutch Holding B 7.375%, 5/01/21(a)			150		160,687
Novelis, Inc. 8.375%, 12/15/17			18		18,653
					179,340
COMMUNICATIONS– MEDIA–0.6%
Arqiva Broadcast Finance PLC 9.50%, 3/31/20(a)		GBP	100		172,837
CSC Holdings LLC 8.625%, 2/15/19		U.S.$	29		32,879
Quebecor Media, Inc. 5.75%, 1/15/23			75		74,813
Unitymedia Hessen GmbH & Co. KG/Unitymedia NRW GmbH 5.50%, 1/15/23(a)			200		203,875
					484,404
COMMUNICATIONS–TELECOMMUNICATIONS–0.7%
Numericable-SFR SAS 5.375%, 5/15/22(a)		EUR	120	$	135,789
Sprint Capital Corp. 6.90%, 5/01/19		U.S.$	210		214,200
Sprint Corp. 7.875%, 9/15/23			100		97,530
Windstream Services LLC 6.375%, 8/01/23			80		65,100
					512,619
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Goodyear Tire & Rubber Co. (The) 8.25%, 8/15/20			36		37,638
CONSUMER CYCLICAL– OTHER–0.1%
KB Home 4.75%, 5/15/19			63		62,527
CONSUMER CYCLICAL– RETAILERS–0.1%
CST Brands, Inc. 5.00%, 5/01/23			75		74,625
CONSUMER NON-CYCLICAL–0.4%
CHS/Community Health Systems, Inc. 5.125%, 8/15/18			33		33,825
First Quality Finance Co., Inc. 4.625%, 5/15/21(a)			85		79,475
Voyage Care Bondco PLC 6.50%, 8/01/18(a)		GBP	100		161,839
					275,139
ENERGY–0.4%
ONEOK, Inc. 4.25%, 2/01/22		U.S.$	203		195,990
SM Energy Co. 6.50%, 1/01/23			9		9,225
Transocean, Inc. 6.50%, 11/15/20			75		69,469
					274,684
TECHNOLOGY–0.2%
Advanced Micro Devices, Inc. 6.75%, 3/01/19			59		53,543
Audatex North America, Inc. 6.00%, 6/15/21(a)			73		75,007
					128,550
					2,029,526

9

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

	Principal Amount (000)			U.S. $ Value
FINANCIAL INSTITUTIONS–2.8%
BANKING–2.3%
Bank of America Corp. Series Z 6.50%, 10/23/24(c)		U.S.$	49	$	50,715
Bank of Ireland 1.787%, 9/22/15(b)(d)		CAD	110		85,428
Barclays Bank PLC
6.86%, 6/15/32(a)(c)		U.S.$	29		32,553
7.625%, 11/21/22			200		227,760
7.75%, 4/10/23			200		216,750
Citigroup, Inc.
Series P 5.95%, 5/15/25(c)			75		72,187
Credit Suisse Group AG 7.50%, 12/11/23(a)(c)			200		209,000
HBOS Capital Funding LP 4.939%, 5/23/16(c)		EUR	82		90,961
Intesa Sanpaolo SpA 5.017%, 6/26/24(a)		U.S.$	202		196,252
Lloyds Banking Group PLC 7.50%, 6/27/24(c)			200		206,000
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(a)			39		43,022
UniCredit Luxembourg Finance SA 6.00%, 10/31/17(a)			190		200,614
					1,631,242
FINANCE–0.4%
AerCap Aviation Solutions BV 6.375%, 5/30/17			200		211,750
International Lease Finance Corp. 5.875%, 4/01/19			55		58,641
					270,391
INSURANCE–0.1%
American Equity Investment Life Holding Co. 6.625%, 7/15/21			70		74,025
					1,975,658
UTILITY–0.3%
ELECTRIC–0.3%
AES Corp./VA 7.375%, 7/01/21			70		76,825
NRG Energy, Inc. 7.875%, 5/15/21			70		74,550
Series WI 6.25%, 5/01/24			54		53,595
					204,970
Total Corporates–Non-Investment Grade (cost $4,294,519)					4,210,154
COLLATERALIZED MORTGAGE OBLIGATIONS–5.0%
GSE RISK SHARE FLOATING RATE–2.4%
Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes
Series 2014-DN3, Class M2 2.587%, 8/25/24(b)		U.S.$	335	$	334,240
Series 2014-DN4, Class M3 4.737%, 10/25/24(b)			250		255,766
Series 2014-HQ3, Class M2 2.837%, 10/25/24(b)			250		251,235
Series 2015-DNA1, Class M 3 3.487%, 10/25/27(b)			250		243,857
Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C03, Class 1M1 1.387%, 7/25/24(b)			62		62,209
Series 2014-C04, Class 1M2 5.087%, 11/25/24(b)			169		173,847
Series 2014-C04, Class 2M2 5.187%, 11/25/24(b)			65		67,099
Series 2015-C01, Class 1M2 4.487%, 2/25/25(b)			95		94,164
Series 2015-C01, Class 2M2 4.737%, 2/25/25(b)			71		72,025
Series 2015-C02, Class 2M2 4.185%, 5/25/25(b)			130		126,307
					1,680,749
NON-AGENCY FIXED RATE–1.8%
Alternative Loan Trust Series 2005-20CB, Class 3A6 5.50%, 7/25/35			33		31,095
Series 2005-57CB, Class 4A3 5.50%, 12/25/35			80		73,575
Series 2006-23CB, Class 1A7 6.00%, 8/25/36			43		42,137
Series 2006-24CB, Class A16 5.75%, 6/25/36			118		105,479
Series 2006-28CB, Class A14 6.25%, 10/25/36			81		68,762
Series 2006-9T1, Class A1 5.75%, 5/25/36			50		44,178
Series 2006-J1, Class 1A13 5.50%, 2/25/36			74		66,549
Series 2007-2CB, Class 2A4 5.75%, 3/25/37			65		57,964
Chase Mortgage Finance Trust
Series 2007-S5, Class 1A17 6.00%, 7/25/37			39		34,052
Citigroup Mortgage Loan Trust, Inc.
Series 2005-2, Class 1A4 2.614%, 5/25/35			97		94,050

10

AB Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Countrywide Home Loan Mortgage Pass-Through Trust
Series 2006-10, Class 1A8 6.00%, 5/25/36		U.S.$	66	$	61,493
Series 2006-13, Class 1A18 6.25%, 9/25/36			94		85,898
Series 2006-13, Class 1A19 6.25%, 9/25/36			34		30,974
Series 2007-HYB2, Class 3A1 2.585%, 2/25/47			143		125,358
First Horizon Alternative Mortgage Securities Trust
Series 2006-FA3, Class A9 6.00%, 7/25/36			116		97,224
JP Morgan Alternative Loan Trust
Series 2006-A3, Class 2A1 3.028%, 7/25/36			219		181,536
JPMorgan Mortgage Trust
Series 2007-S3, Class 1A8 6.00%, 8/25/37			53		47,800
Wells Fargo Mortgage Backed Securities Trust
Series 2007-8, Class 2A5 5.75%, 7/25/37			46		45,190
					1,293,314
NON-AGENCY FLOATING RATE–0.7%
Deutsche Alt-A Securities Mortgage Loan Trust
Series 2006-AR4, Class A2 0.377%, 12/25/36(b)			200		126,041
HomeBanc Mortgage Trust
Series 2005-1, Class A1 0.437%, 3/25/35(b)			96		84,956
IndyMac Index Mortgage Loan Trust
Series 2006-AR15, Class A1 0.307%, 7/25/36(b)			147		117,707
Washington Mutual Mortgage Pass-Through Certificates
Series 2007-OA1, Class A1A 0.858%, 2/25/47(b)			194		154,859
					483,563
AGENCY FIXED RATE–0.1%
Federal National Mortgage Association Grantor Trust
Series 2004-T5, Class AB4 0.725%, 5/28/35			50		45,665
Federal National Mortgage Association REMICs
Series 2010-117, Class DI 4.50%, 5/25/25(e)			533		56,376
					102,041
Total Collateralized Mortgage Obligations (cost $3,663,072)					3,559,667
INFLATION-LINKED SECURITIES–3.4%
UNITED STATES–3.4%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $2,491,337)		U.S.$	2,443	$	2,475,065
AGENCIES–2.9%
UNITED STATES–2.9%
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20 (cost $1,886,754)			2,292		2,074,388
QUASI-SOVEREIGNS–1.3%
QUASI-SOVEREIGN BONDS–1.3%
CHILE–0.3%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(a)			210		220,704
MALAYSIA–0.7%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			420		465,486
MEXICO–0.3%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			226		219,408
Total Quasi-Sovereigns (cost $845,584)					905,598
GOVERNMENTS–SOVEREIGN AGENCIES–1.1%
MOROCCO–0.3%
OCP SA 5.625%, 4/25/24(a)			205		213,737
ISRAEL–0.3%
Israel Electric Corp. Ltd. 5.00%, 11/12/24(a)			200		202,600
BRAZIL–0.2%
Petrobras Global Finance BV 5.75%, 1/20/20			147		145,653
CANADA–0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23(a)			74		75,110
GERMANY–0.1%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17			70		74,822
COLOMBIA–0.1%
Ecopetrol SA 5.875%, 5/28/45			57		50,374
Total Governments–Sovereign Agencies (cost $757,552)					762,296
	Shares
PREFERRED STOCKS–0.4%
FINANCIALS–0.4%
INSURANCE–0.3%
Allstate Corp. (The) 5.10%			7,925		198,680

11

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

Company	Shares			U.S. $ Value
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.1%
Sovereign Real Estate Investment Trust 12.00%(a)			93	$	121,597
Total Preferred Stocks (cost $299,414)					320,277
	Principal Amount (000)
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.4%
UNITED STATES–0.4%
State of California Series 2010 7.625%, 3/01/40 (cost $203,202)		U.S.$	200		292,926
EMERGING MARKETS–CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
CONSUMER NON-CYCLICAL–0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20(a) (cost $99,808)			100		102,170
GOVERNMENTS–SOVEREIGN BONDS–0.1%
MEXICO–0.1%
Mexico Government International Bond 5.95%, 3/19/19 (cost $47,785)			42		47,103
	Shares
WARRANTS–0.0%
Talon Equity Co. NV, expiring 11/24/15(d)(f)(g) (cost $0)			47		0
	Principal Amount (000)			U.S. $ Value
SHORT-TERM INVESTMENTS–1.9%
TIME DEPOSIT–0.6%
State Street Time Deposit 0.01%, 7/01/15 (cost $426,356)		U.S.$	426	$	426,356
COMMERCIAL PAPER–1.0%
Banque et Caisse d’Epargne de l’Etat Zero Coupon, 9/01/15 (cost $691,643)			692		691,643
CERTIFICATES OF DEPOSIT–0.3%
Royal Bank of Canada/New York 0.285%, 9/10/15(b) (cost $203,028)			203		203,028
Total Short-Term Investments (cost $1,321,027)					1,321,027
TOTAL INVESTMENTS–111.8% (cost $78,775,502)					80,066,455
Other assets less liabilities–(11.8)%					(8,468,292	)
NET ASSETS–100.0%				$	71,598,163

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 2 Yr (CBT) Futures		21		September 2015	$	4,592,749	$	4,597,688	$	4,939
U.S. T-Note 5 Yr (CBT) Futures		6		September 2015		715,321		715,547		226
Sold Contracts
Euro-BOBL Futures		9		September 2015		1,300,337		1,300,160		177
Euro-Bund Futures		2		September 2015		338,588		338,914		(326	)
U.S. T-Note 10 Yr (CBT) Futures		26		September 2015		3,280,102		3,280,469		(367	)
									$	4,649

12

AB Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA	JPY	265,000	USD	2,223		7/15/15	$	57,237
Barclays Bank PLC	USD	426	GBP	272		7/10/15		2,812
Barclays Bank PLC	USD	223	IDR	2,973,101		7/10/15		(188	)
Barclays Bank PLC	KRW	201,187	USD	180		8/07/15		472
Barclays Bank PLC	KRW	201,187	USD	179		8/07/15		(50	)
BNP Paribas SA	CAD	1,512	USD	1,227		7/23/15		15,905
Citibank	EUR	697	USD	783		7/30/15		6,032
Credit Suisse International	BRL	1,021	USD	329		7/02/15		688
Credit Suisse International	USD	329	BRL	1,021		7/02/15		(964	)
Credit Suisse International	BRL	1,021	USD	326		8/04/15		1,069
HSBC Bank USA	AUD	693	USD	530		8/07/15		(3,800	)
Royal Bank of Scotland PLC	IDR	2,936,838	USD	217		7/10/15		(2,257	)
Standard Chartered Bank	USD	187	SGD	255		7/24/15		1,538
State Street Bank & Trust Co.	BRL	1,021	USD	321		7/02/15		(7,362	)
State Street Bank & Trust Co.	GBP	1,090	USD	1,671		7/10/15		(41,926	)
State Street Bank & Trust Co.	SGD	255	USD	189		7/24/15		(265	)
State Street Bank & Trust Co.	EUR	237	USD	264		7/30/15		(183	)
							$	28,758

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 23, 5 Year Index, 12/20/19*		5.00	%		3.06	%	$	202	$	15,656	$	6,828
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			65		4,147		(173	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			68		4,335		(131	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			65		4,147		(138	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			65		4,147		(110	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			64		4,084		(77	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			78		4,963		(91	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			71		4,524		(48	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,079		(33	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,078		(66	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,078		(172	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,078		(217	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			68		4,335		(471	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,079		(304	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,079		(443	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,079		(311	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			48		3,016		(544	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,078		(503	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			34		2,136		(317	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			48		3,015		(461	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			50		3,204		(454	)

13

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

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value		Unrealized Appreciation/ (Depreciation)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00	%		3.53	%	$	49	$	3,079	$	(557	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			48		3,016		(379	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			31		1,948		(283	)
CDX-NAHY Series 24, 5 Year Index, 6/20/20*		5.00			3.53			49		3,079		(415	)
									$	97,459	$	130

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/(Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	CAD	3,560		3/10/17		0.973	%		3 Month CDOR		$	(4,175	)
Morgan Stanley & Co., LLC/(CME Group)	AUD	4,720		3/11/17		2.140	%		3 Month BBSW			1
Morgan Stanley & Co., LLC/(CME Group)	CAD	3,260		6/05/17		1.054	%		3 Month CDOR			(7,952	)
Morgan Stanley & Co., LLC/(CME Group)	NZD	6,420		6/09/17		3.366	%		3 Month BKBM			(20,620	)
Morgan Stanley & Co., LLC/(CME Group)	AUD	4,100		6/09/17		2.218	%		3 Month BBSW			(3,981	)
Morgan Stanley & Co., LLC/(CME Group)	GBP	661		6/05/20		6 Month LIBOR			1.651	%		(1,065	)
Morgan Stanley & Co., LLC/(CME Group)	$	380		6/25/21		2.243	%		3 Month LIBOR			(6,128	)
Morgan Stanley & Co., LLC/(CME Group)		530		1/14/24		2.980	%		3 Month LIBOR			(34,781	)
Morgan Stanley & Co., LLC/(CME Group)		460		2/14/24		2.889	%		3 Month LIBOR			(25,403	)
Morgan Stanley & Co., LLC/(CME Group)		650		4/28/24		2.817	%		3 Month LIBOR			(27,823	)
Morgan Stanley & Co., LLC/(CME Group)		450		5/29/24		3 Month LIBOR			2.628	%		11,067
Morgan Stanley & Co., LLC/(CME Group)	AUD	720		3/11/25		6 Month BBSW			2.973	%		(15,612	)
Morgan Stanley & Co., LLC/(CME Group)	NZD	1,500		6/09/25		3 Month BKBM			4.068	%		14,018
Morgan Stanley & Co., LLC/(CME Group)	AUD	440		6/09/25		6 Month BBSW			3.384	%		1,311
Morgan Stanley & Co., LLC/(CME Group)	$	320		6/09/25		2.483	%		3 Month LIBOR			(1,542	)
Morgan Stanley & Co., LLC/(CME Group)	GBP	110		6/05/45		2.396	%		6 Month LIBOR			(2,777	)
											$	(125,462	)

14

AB Variable Products Series Fund

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2015			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citibank:
Advanced Micro Devices, Inc., 7.75%, 8/01/20, 3/20/19*		(5.00	)%		6.29	%	$	58	$	2,600		$	3,861		$	(1,261	)
Sprint Communications, Inc., 8.375%, 8/15/17, 6/20/19*		(5.00	)		3.55			112		(5,760	)		(5,670	)		(90	)
Sprint Communications, Inc., 8.375%, 8/15/17, 6/20/19*		(5.00	)		3.55			98		(5,040	)		(4,785	)		(255	)
Sale Contracts
Credit Suisse International:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00			0.39			270		3,745			(4,225	)		7,970
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.61			54		771			(519	)		1,290
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.61			92		1,314			(986	)		2,300
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.61			37		531			(398	)		929
Kohl’s Corp., 6.25%, 12/15/17, 6/20/19*		1.00			0.61			37		535			(402	)		937
									$	(1,304	)	$	(13,124	)	$	11,820

* Termination date

INFLATION (CPI) SWAPS (see Note D)

Rate Type

Swap Counterparty

Notional Amount (000)

Termination Date

Payments made by the Fund

Payments received by the Fund

Unrealized Appreciation/ (Depreciation)

Barclays Bank PLC

$

1,120

3/04/16

CPI

#

1.170

%

$

2,417

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

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)
Citibank	BRL	6,600		1/02/17		CDI			13.190	%	$	(16,650	)
Citibank		3,100		1/04/21		12.305	%		CDI			3,597
JPMorgan Chase Bank	$	1,390		1/30/17		1.059	%		3 Month LIBOR			(12,512	)
JPMorgan Chase Bank		1,520		2/07/22		2.043	%		3 Month LIBOR			(8,661	)
											$	(34,226	)

15

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

(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, 2015, the aggregate market value of these securities amounted to $14,307,283 or 20.0% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2015.

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

(d) Illiquid security.

(e) IO—Interest Only

(f) Fair valued by the Adviser.

(g) Non-income producing security.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

IDR—Indonesian Rupiah

JPY—Japanese Yen

KRW—South Korean Won

NZD—New Zealand Dollar

SGD—Singapore Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

BBSW—Bank Bill Swap Reference Rate (Australia)

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

CDI—Brazil CETIP Interbank Deposit Rate

CDOR—Canadian Dealer Offered Rate

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

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

CPI—Consumer Price Index

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

LIBOR—London Interbank Offered Rates

REIT—Real Estate Investment Trust

REMICs—Real Estate Mortgage Investment Conduits

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

16

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $78,775,502)	$	80,066,455
Cash		8,049
Cash collateral due from broker		228,211
Foreign currencies, at value (cost $2,239,613)		2,209,931
Receivable for investment securities sold and foreign currency transactions		9,529,332
Interest and dividends receivable		467,798
Unrealized appreciation on forward currency exchange contracts		85,753
Receivable for capital stock sold		16,719
Unrealized appreciation on credit default swaps		13,426
Upfront premium paid on credit default swaps		3,861
Unrealized appreciation on interest rate swaps		3,597
Unrealized appreciation on inflation swaps		2,417
Total assets		92,635,549
LIABILITIES
Payable for investment securities purchased and foreign currency transactions		20,780,388
Unrealized depreciation on forward currency exchange contracts		56,995
Unrealized depreciation on interest rate swaps		37,823
Advisory fee payable		26,813
Upfront premium received on credit default swaps		16,985
Payable for variation margin on exchange-traded derivatives		11,845
Administrative fee payable		10,173
Payable for capital stock redeemed		6,000
Distribution fee payable		3,919
Unrealized depreciation on credit default swaps		1,606
Transfer Agent fee payable		107
Accrued expenses		84,732
Total liabilities		21,037,386
NET ASSETS	$	71,598,163
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,312
Additional paid-in capital		65,064,219
Undistributed net investment income		2,934,846
Accumulated net realized gain on investment and foreign currency transactions		2,444,493
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		1,148,293
	$	71,598,163

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	52,635,809		4,626,049	$	11.38
B	$	18,962,354		1,685,509	$	11.25

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,197,588
Dividends—Unaffiliated issuers		10,632
Other income		165
		1,208,385
EXPENSES
Advisory fee (see Note B)		166,945
Distribution fee—Class B		24,369
Transfer agency—Class A		2,235
Transfer agency—Class B		796
Custodian		67,426
Audit and tax		36,444
Administrative		25,384
Legal		15,836
Printing		13,728
Directors’ fees		8,320
Miscellaneous		3,495
Total expenses		364,978
Net investment income		843,407
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		241,150
Securities sold short		(10,124	)
Futures		12,943
Swaps		(35,367	)
Foreign currency transactions		168,849
Net change in unrealized appreciation/depreciation of:
Investments		(955,487	)
Futures		1,878
Swaps		(33,715	)
Foreign currency denominated assets and liabilities and other assets		(161,433	)
Net loss on investment and foreign currency transactions		(771,306	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	72,101

See notes to financial statements.

18

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	843,407		$	1,926,517
Net realized gain on investment transactions and foreign currency transactions		377,451			2,169,193
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(1,148,757	)		968,568
Net increase in net assets from operations		72,101			5,064,278
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(2,042,058	)
Class B		–0	–		(688,955	)
Net realized gain on investment transactions
Class A		–0	–		(786,629	)
Class B		–0	–		(290,472	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(4,801,835	)		(9,226,036	)
Total decrease		(4,729,734	)		(7,969,872	)
NET ASSETS
Beginning of period		76,327,897			84,297,769
End of period (including undistributed net investment income of $2,934,846 and $2,091,439, respectively)	$	71,598,163		$	76,327,897

See notes to financial statements.

19

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Intermediate Bond Portfolio (the “Portfolio”), is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Intermediate Bond Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

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

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

20

AB Variable Products Series Fund

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

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

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

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

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

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

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

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

21

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Corporates–Investment Grade

$

–0

–

$

17,068,975

$

–0

–

$

17,068,975

Governments–Treasuries

–0

–

15,982,187

–0

–

15,982,187

Mortgage Pass-Throughs

–0

–

13,551,865

–0

–

13,551,865

Asset-Backed Securities

–0

–

9,399,034

955,010

10,354,044

Commercial Mortgage-Backed Securities

–0

–

6,413,760

624,953

7,038,713

Corporates–Non-Investment Grade

–0

–

4,210,154

–0

–

4,210,154

Collateralized Mortgage Obligations

–0

–

102,041

3,457,626

3,559,667

Inflation-Linked Securities

–0

–

2,475,065

–0

–

2,475,065

Agencies

–0

–

2,074,388

–0

–

2,074,388

Quasi-Sovereigns

–0

–

905,598

–0

–

905,598

Governments–Sovereign Agencies

–0

–

762,296

–0

–

762,296

Preferred Stocks

198,680

121,597

–0

–

320,277

Local Governments–Municipal Bonds

–0

–

292,926

–0

–

292,926

Emerging Markets–Corporate Bonds

–0

–

102,170

–0

–

102,170

Governments–Sovereign Bonds

–0

–

47,103

–0

–

47,103

Warrants

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments:

Time Deposit

–0

–

426,356

–0

–

426,356

Commercial Paper

–0

–

691,643

–0

–

691,643

Certificates of Deposit

–0

–

203,028

–0

–

203,028

Total Investments in Securities

198,680

74,830,186

5,037,589

80,066,455

Other Financial Instruments*:

Assets:

Futures

5,342

–0

–

–0

–

5,342

#

Forward Currency Exchange Contracts

–0

–

85,753

–0

–

85,753

Centrally Cleared Credit Default Swaps

–0

–

6,828

–0

–

6,828

#

Centrally Cleared Interest Rate Swaps

–0

–

26,397

–0

–

26,397

#

Credit Default Swaps

–0

–

13,426

–0

–

13,426

Inflation (CPI) Swaps

–0

–

2,417

–0

–

2,417

Interest Rate Swaps

–0

–

3,597

–0

–

3,597

Liabilities:

Futures

(693

)

–0

–

–0

–

(693

)#

Forward Currency Exchange Contracts

–0

–

(56,995

)

–0

–

(56,995

)

Centrally Cleared Credit Default Swaps

–0

–

(6,698

)

–0

–

(6,698

)#

Centrally Cleared Interest Rate Swaps

–0

–

(151,859

)

–0

–

(151,859

)#

Credit Default Swaps

–0

–

(1,606

)

–0

–

(1,606

)

Interest Rate Swaps

–0

–

(37,823

)

–0

–

(37,823

)

Total**

$

203,329

$

74,713,623

$

5,037,589

$

79,954,541

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

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

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

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

22

AB 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.

	Asset- Backed Securities			Commercial Mortgage- Backed Securities			Collateralized Mortgage Obligations
Balance as of 12/31/14	$	1,289,761		$	292,194		$	3,033,170
Accrued discounts/(premiums)		1,345			(632	)		6,237
Realized gain (loss)		(5,136	)		(6	)		16,492
Change in unrealized appreciation/depreciation		3,096			(11,844	)		14,255
Purchases/Payups		252,587			345,322			987,674
Sales/Paydowns		(494,260	)		(81	)		(600,202	)
Transfers in to Level 3		147,385			–0	–		–0	–
Transfers out of Level 3		(239,768	)		–0	–		–0	–
Balance as of 6/30/15	$	955,010		$	624,953		$	3,457,626
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/15 *	$	3,425		$	(11,844	)	$	17,277
	Warrants^			Total
Balance as of 12/31/14	$	–0	–	$	4,615,125
Accrued discounts/(premiums)		–0	–		6,950
Realized gain (loss)		–0	–		11,350
Change in unrealized appreciation/depreciation		–0	–		5,507
Purchases/Payups		–0	–		1,585,583
Sales/Paydowns		–0	–		(1,094,543	)
Transfers in to Level 3		–0	–		147,385
Transfers out of Level 3		–0	–		(239,768	)
Balance as of 6/30/15	$	–0	–	$	5,037,589	+
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/15 *	$	–0	–	$	8,858

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

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

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

As of June 30, 2015 all Level 3 securities were priced by third party vendors or using prior transaction, which approximates fair value.

The Adviser established the Committee to oversee 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.

23

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

24

AB 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 .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, 2015, the reimbursement for such services amounted to $25,384.

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 $662 for the six months ended June 30, 2015.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $466, 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, 2015 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	11,186,154	$	9,640,228
U.S. government securities		110,527,684		112,157,501

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	$	2,108,767
Gross unrealized depreciation		(817,814	)
Net unrealized appreciation	$	1,290,953

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.

25

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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

• Futures

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

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

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

During the six months ended June 30, 2015, 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, 2015, 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.

26

AB Variable Products Series Fund

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

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

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

Interest Rate Swaps:

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

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

During the six months ended June 30, 2015, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

27

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

Inflation (CPI) Swaps:

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

During the six months ended June 30, 2015, the Portfolio held inflation (CPI) swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2015, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

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

During the six months ended June 30, 2015, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its 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.

28

AB Variable Products Series Fund

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

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

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on exchange-traded derivatives	$	31,739	*	Receivable/Payable for variation margin on exchange-traded derivatives	$	152,552	*
Credit contracts	Receivable/Payable for variation margin on exchange-traded derivatives		6,828	*	Receivable/Payable for variation margin on exchange-traded derivatives		6,698	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		85,753		Unrealized depreciation on forward currency exchange contracts		56,995
Interest rate contracts	Unrealized appreciation on interest rate swaps		3,597		Unrealized depreciation on interest rate swaps		37,823
Interest rate contracts	Unrealized appreciation on inflation swaps		2,417
Credit contracts	Unrealized appreciation on credit default swaps		13,426		Unrealized depreciation on credit default swaps		1,606
Total		$	143,760			$	255,674

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015:

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	$	12,943	$	1,878
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		120,237		(350,376	)

29

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps	$	(75,759	)	$	(10,134	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		40,392			(23,581	)
Total		$	97,813		$	(382,213	)

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2015:

Futures:
Average original value of buy contracts	$	1,689,153
Average original value of sale contracts	$	3,268,499
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	1,431,418
Average principal amount of sale contracts	$	8,609,182
Interest Rate Swaps:
Average notional amount	$	4,250,513
Inflation Swaps:
Average notional amount	$	1,120,000	(a)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	9,452,764
Credit Default Swaps:
Average notional amount of buy contracts	$	268,000
Average notional amount of sale contracts	$	490,000
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	654,640
Average notional amount of sale contracts	$	1,629,289

(a) 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.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Bank of America, NA

$

57,237

$

–0

–

$

–0

–

$

–0

–

$

57,237

Barclays Bank PLC

5,701

(238

)

–0

–

–0

–

5,462

BNP Paribas SA

15,905

–0

–

–0

–

–0

–

15,905

Citibank

12,229

(12,229

)

–0

–

–0

–

–0

–

Credit Suisse International

8,653

(964

)

–0

–

–0

–

7,689

Standard Chartered Bank

1,538

–0

–

–0

–

–0

–

1,539

Total

$

101,263

$

(13,431

)

$

–0

–

$

–0

–

$

87,832

^

30

AB Variable Products Series Fund

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged*

Security Collateral Pledged

Net Amount of Derivatives Liabilities

Exchange-Traded Derivatives:

Goldman Sachs & Co**

$

1,226

$

–0

–

$

(1,226

)

$

–0

–

$

–0

–

Morgan Stanley & Co., LLC**

10,619

–0

–

(10,619

)

–0

–

–0

–

Total

$

11,845

$

–0

–

$

(11,845

)

$

–0

–

$

–0

–

OTC Derivatives:

Barclays Bank PLC

$

238

$

(238

)

$

–0

–

$

–0

–

$

–0

–

Citibank

27,450

(12,229

)

–0

–

–0

–

15,221

Credit Suisse International

964

(964

)

–0

–

–0

–

–0

–

HSBC Bank USA

3,800

–0

–

–0

–

–0

–

3,800

JPMorgan Chase Bank

21,173

–0

–

–0

–

–0

–

21,173

Royal Bank of Scotland PLC

2,257

–0

–

–0

–

–0

–

2,257

State Street Bank & Trust Co.

49,736

–0

–

–0

–

–0

–

49,736

Total

$

105,618

$

(13,431

)

$

–0

–

$

–0

–

$

92,187

^

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

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at June 30, 2015.

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

2. Currency Transactions

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

3. TBA and Dollar Rolls

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

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques. For the six months ended June 30, 2015, the Portfolio earned drop income of $145,635 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

The Portfolio may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account

31

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the six months ended June 30, 2015, the Portfolio had no transactions in reverse repurchase agreements.

5. Short Sales

The Portfolio may sell securities short. A short sale is a transaction in which the Portfolio sells securities it does not own, but has borrowed, in anticipation of a decline in the market price of the securities. The Portfolio is obligated to replace the borrowed securities at their market prices at the time of settlement. The Portfolio’s obligation to replace the securities borrowed in connection with a short sale will be fully secured by collateral deposited with the broker. The Portfolio is liable to the buyer for any dividends/interest payable on securities while those securities are in a short position. These dividends/interest are recorded as an expense of the Portfolio. Short sales by the Portfolio involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a security because losses from short sales may be unlimited, whereas losses from purchases cannot exceed the total amount invested.

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		187,280			146,845		$	2,160,017		$	1,679,669
Shares issued in reinvestment of dividends and distributions		–0	–		252,111			–0	–		2,828,687
Shares redeemed		(524,750	)		(948,062	)		(6,030,916	)		(10,850,612	)
Net decrease		(337,470	)		(549,106	)	$	(3,870,899	)	$	(6,342,256	)
Class B
Shares sold		33,778			206,267		$	383,897		$	2,332,924
Shares issued in reinvestment of dividends and distributions		–0	–		88,078			–0	–		979,427
Shares redeemed		(115,421	)		(548,694	)		(1,314,833	)		(6,196,131	)
Net decrease		(81,643	)		(254,349	)	$	(930,936	)	$	(2,883,780	)

NOTE F: Risks Involved in Investing in the Portfolio

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

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

32

AB Variable Products Series Fund

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

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

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

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

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

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

Liquidity Risk—Liquidity risk occurs when certain investments become difficult to purchase or sell. Difficulty in selling less liquid securities may result in sales at disadvantageous prices affecting the value of your investment in the Portfolio. Causes of liquidity risk may include low trading volumes, large positions and heavy redemptions of Portfolio shares. Over recent years liquidity risk has also increased because the capacity of dealers in the secondary market for fixed-income securities to make markets in these securities has decreased, even as the overall bond market has grown significantly, due to, among other things, structural changes, additional regulatory requirements and capital and risk restraints that have led to reduced inventories. Liquidity risk may be higher in a rising interest rate environment, when the value and liquidity of fixed-income securities generally go down.

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

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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

33

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	2,731,013	$	4,448,851
Net long-term capital gains		1,077,101		1,731,896
Total taxable distributions paid	$	3,808,114	$	6,180,747

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

Undistributed ordinary income	$	3,314,961
Undistributed net capital gain		1,228,137
Accumulated capital and other losses		(950	)(a)
Unrealized appreciation/(depreciation)		1,913,382	(b)
Total accumulated earnings/(deficit)	$	6,455,530

(a) As of December 31, 2014, the Portfolio had cumulative deferred loss on straddles of $950.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps and Treasury inflation-protected securities, and the realization for tax purposes of gains/losses on certain derivative instruments.

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

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.

34

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.37			$11.22			$12.30			$12.54			$12.39			$11.98
Income From Investment Operations
Net investment income (a)		.13			.28			.32			.33			.42			.48
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.12	)		.44			(.59	)		.35	#		.38			.60
Contributions from Affiliates		–0	–		–0	–		–0	–		.05	#		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.01			.72			(.27	)		.73			.80			1.08
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.41	)		(.45	)		(.58	)		(.60	)		(.67	)
Distributions from net realized gain on investment transactions		–0	–		(.16	)		(.36	)		(.39	)		(.05	)		–0	–
Total dividends and distributions		–0	–		(.57	)		(.81	)		(.97	)		(.65	)		(.67	)
Net asset value, end of period		$11.38			$11.37			$11.22			$12.30			$12.54			$12.39
Total Return
Total investment return based on net asset value (b)		.09	%		6.48	%		(2.16	)%*		6.05	%*		6.64	%		9.20	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$52,636			$56,437			$61,848			$79,104			$106,028			$119,599
Ratio to average net assets of:
Expenses		.92	%^		.88	%		.77	%		.70	%		.65	%		.68	%+
Net investment income		2.34	%^		2.46	%		2.74	%		2.67	%		3.42	%		3.90	%+
Portfolio turnover rate**		148	%		262	%		217	%		116	%		108	%		94	%

See footnote summary on page 36.

35

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$11.26			$11.11			$12.17			$12.41			$12.26			$11.86
Income From Investment Operations
Net investment income (a)		.12			.25			.29			.30			.39			.44
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.13	)		.43			(.58	)		.35	#		.37			.60
Contributions from Affiliates		–0	–		–0	–		–0	–		.05	#		–0	–		–0	–
Net increase (decrease) in net asset value from operations		(.01	)		.68			(.29	)		.70			.76			1.04
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.37	)		(.41	)		(.55	)		(.56	)		(.64	)
Distributions from net realized gain on investment transactions		–0	–		(.16	)		(.36	)		(.39	)		(.05	)		–0	–
Total dividends and distributions		–0	–		(.53	)		(.77	)		(.94	)		(.61	)		(.64	)
Net asset value, end of period		$11.25			$11.26			$11.11			$12.17			$12.41			$12.26
Total Return
Total investment return based on net asset value (b)		(.09	)%		6.22	%		(2.34	)%*		5.79	%*		6.38	%		8.93	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$18,962			$19,891			$22,450			$29,363			$33,973			$39,025
Ratio to average net assets of:
Expenses		1.17	%^		1.13	%		1.02	%		.96	%		.90	%		.93	%+
Net investment income		2.09	%^		2.21	%		2.49	%		2.43	%		3.17	%		3.64	%+
Portfolio turnover rate**		148	%		262	%		217	%		116	%		108	%		94	%

(a) Based on average shares outstanding.

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

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2013, December 31, 2012 and December 31, 2010 by 0.02%, 0.05% and 0.04%, respectively. Includes the Adviser’s reimbursement in respect of the Lehman Bankruptcy Claim which contributed to the Portfolio’s performance by 0.38% for the year-ended October 31, 2012.

^ Annualized.

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

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

See notes to financial statements.

36

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

INVESTMENT ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁵ Also shown are the Portfolio’s net assets on September 30, 2014.

1 The information in the fee evaluation was completed on October 23, 2014 and discussed with the Board of Directors on November 4-6, 2014.

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

3 On April 25, 2008, the Adviser’s variable fixed-income offerings were reorganized and U.S. Government/ High Grade Securities Portfolio acquired the assets of other fixed income series of the Fund, including Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio and High Yield Portfolio. On April 28, 2008 the investment guidelines of U.S. Government/ High Grade Securities Portfolio were broadened to match those of the Adviser’s U.S. Strategic Core Plus Strategy and the Portfolio’s name was changed to Intermediate Bond Portfolio.

4 Jones v. Harris at 1427.

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

37

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets ($MM)
Intermediate Bond Portfolio	Low Risk Income	0.45% on 1st $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance	$78.7

The Portfolio’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s the fiscal year ended December 31, 2013, the Adviser received $54,102 (0.056% of the Portfolio’s average daily net assets) for providing such services.

Set forth below are the Portfolio’s total expense ratios for the most recent annual period:

Portfolio	Total Expense Ratio6	Fiscal Year
Intermediate Bond Portfolio	Class A    0.77% Class B    1.02%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁷ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on September 30, 2014 net assets.⁸

6 Annualized.

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

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

38

AB Variable Products Series Fund

Portfolio	Net Assets 9/30/14 ($MM)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee (%)			Fund Advisory Fee (%)
Intermediate Bond Portfolio	$	78.7	U.S. Strategic Core Plus 0.50% on the first $30 million		0.314	%		0.450	%
			0.20% on the balance
			Minimum account size: $25 million

Certain of the AllianceBernstein Mutual Funds (“ABMF”), which the Adviser manages, have a similar investment style as the Portfolio and their fee schedules are set forth below. The AllianceBernstein Mutual Funds were also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc.—Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc.—Intermediate Duration Institutional Portfolio, which is managed similarly as the Portfolio, was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Bond Fund, Inc.—Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450%		0.450%
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio9	0.50% on first $1 billion 0.45% on the balance		0.500%		0.450%

The Adviser manages Intermediate Duration Portfolio of the Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company which has a similar investment style as the Portfolio. Set forth below is Intermediate Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio based on September 30, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee (%)			Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Intermediate Duration Portfolio	0.50% on 1st $1 billion 0.45% on next $2 billion 0.40% on next $2 billion 0.35% on next $2 billion 0.30% the balance		0.500	%		0.450	%

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

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Client #1	AB Sub-Advisory Fee Schedule:     0.29% on first $100 million     0.20% thereafter		0.290%		0.450%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that this is the only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

9 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund.

39

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”)¹¹ and the Portfolio’s contractual management fee ranking.¹²

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹³

Portfolio	Contractual Management Fee (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank
Intermediate Bond Portfolio	0.450	0.500		2/11

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU.

Portfolio	Total Expense Ratio (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Intermediate Bond Portfolio		0.768		0.657		10/11		0.620		22/23

Based on this analysis, the Portfolio has more favorable ranking on a contractual management fee basis than on a total expense basis.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.”Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

14 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative, and other services.

15 Most recently completed fiscal year Class A share total expense ratio.

40

AB Variable Products Series Fund

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE MANAGEMENT FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems. See Section IV for additional discussion.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent and distribution services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and front-end sales loads.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $65,150 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2013, distribution expenses were incurred by ABI in the amount of $115,278 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI, is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁶ ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser. During the most recently completed fiscal year, the Portfolio paid ABIS a fee of approximately $1,385.¹⁷

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base

16 The fee is inclusive of other Portfolios of the Fund (Equity and Multi-Asset), which are not discussed in this summary.

17 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2013.

41

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁸ study on advisory fees and various fund characteristics.¹⁹ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE FUND

With assets under management of approximately $473 billion as of September 30, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings²¹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended July 31, 2014.²³

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Intermediate Bond Portfolio
1 year		4.85		4.85		5.55		3/5		8/10
3 year		3.41		3.80		4.26		4/5		9/10
5 year		6.02		5.88		5.95		2/5		5/10
10 year		4.83		4.43		4.83		2/5		5/9

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry since 2008.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

21 The performance returns and rankings of the Portfolio are for the Portfolio’s Class A shares. The performance returns of the Portfolio were provided by Lipper.

22 The Portfolio’s PG/PU is not identical to its respective EG/EU as the criteria for including/excluding a fund to/from PG/PU is somewhat different than that of EG/EU.

23 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the Portfolio even if a Portfolio had a different investment classification/objective at a different point in time.

42

AB Variable Products Series Fund

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmarks.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending July 31, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio27		4.85		3.41		6.02		4.83		5.39		3.06		1.88		5
Barclays Capital U.S. Aggregate Index		3.97		3.04		4.47		4.80		5.86		2.79		1.54		5
Inception Date: September 17, 1992

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: November 18, 2014

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through July 31, 2014.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a fund’s return in excess of the riskless return by the fund’s standard deviation. A fund with a greater volatility would be viewed as more risky than a fund with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky fund. A fund with a higher Sharpe Ratio would be viewed as better performing than a fund with a lower Sharpe Ratio.

27 On or around April 25, 2008, the Portfolio’s name was changed from U.S. Government/U.S. High Grade Portfolio to Intermediate Bond Portfolio. Also at this time, the Portfolio’s strategy and the benchmark changed from Barclays Capital U.S. Government Index to Barclays Capital U.S. Aggregate Index.

43

VPS-IB-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ INTERNATIONAL GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,043.10	$	5.57		1.10	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.34	$	5.51		1.10	%
Class B
Actual	$	1,000	$	1,041.50	$	6.83		1.35	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.10	$	6.76		1.35	%

* 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, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Roche Holding AG	$	2,977,757		3.5	%
AIA Group Ltd.		2,826,594		3.3
Prudential PLC		2,556,358		3.0
Housing Development Finance Corp. Ltd.		2,260,077		2.7
Nestle SA (REG)		2,146,336		2.5
UBS Group AG		2,132,638		2.5
Mobileye NV		2,009,082		2.4
Anheuser-Busch InBev NV		1,962,630		2.3
Partners Group Holding AG		1,882,991		2.2
Taiwan Semiconductor Manufacturing Co., Ltd.		1,823,996		2.1
	$	22,578,459		26.5	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	25,842,935		30.3	%
Consumer Discretionary		15,559,590		18.3
Consumer Staples		12,800,083		15.0
Health Care		9,928,184		11.7
Information Technology		8,677,100		10.2
Industrials		6,092,536		7.1
Energy		2,406,056		2.8
Materials		2,150,214		2.5
Utilities		423,303		0.5
Short-Term Investments		1,323,240		1.6
Total Investments	$	85,203,241		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, 2015 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	12,522,764		14.7	%
Switzerland		10,783,322		12.6
Japan		9,263,150		10.9
India		7,277,595		8.5
France		6,046,665		7.1
China		5,161,802		6.1
Hong Kong		4,817,304		5.6
Italy		3,283,177		3.8
Germany		3,117,793		3.7
Belgium		2,693,906		3.2
South Africa		2,571,331		3.0
United States		2,009,082		2.4
Denmark		1,987,661		2.3
Other		12,344,449		14.5
Short-Term Investments		1,323,240		1.6
Total Investments	$	85,203,241		100.0	%

* All data are as of June 30, 2015. The Portfolio’s country breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. “Other” country weightings represent 2.1% or less in the following countries: Australia, Austria, Brazil, Canada, Indonesia, Mexico, Netherlands, Peru, Philippines, Singapore, South Korea, Taiwan and Thailand.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.3%
FINANCIALS–30.3%
BANKS–8.3%
Credicorp Ltd.		8,150	$	1,132,198
HDFC Bank Ltd.		64,150		1,072,622
ING Groep NV		102,240		1,697,733
Kasikornbank PCL (NVDR)		115,300		643,258
Sumitomo Mitsui Financial Group, Inc.		28,900		1,286,604
UniCredit SpA		191,819		1,289,191
				7,121,606
CAPITAL MARKETS–6.5%
Azimut Holding SpA		51,085		1,495,351
Partners Group Holding AG		6,300		1,882,991
UBS Group AG(a)		100,518		2,132,638
				5,510,980
CONSUMER FINANCE–0.8%
SKS Microfinance Ltd.(a)		89,140		650,157
DIVERSIFIED FINANCIAL SERVICES–3.0%
IG Group Holdings PLC		108,230		1,268,607
London Stock Exchange Group PLC		35,530		1,321,739
				2,590,346
INSURANCE–8.0%
AIA Group Ltd.		434,000		2,826,594
Prudential PLC		106,075		2,556,358
St James’s Place PLC		100,120		1,423,663
				6,806,615
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.1%
Global Logistic Properties Ltd.		481,100		903,154
THRIFTS & MORTGAGE FINANCE–2.6%
Housing Development Finance Corp., Ltd.		110,977		2,260,077
				25,842,935
CONSUMER DISCRETIONARY–18.2%
AUTO COMPONENTS–0.5%
Hankook Tire Co., Ltd.		11,620		437,011
AUTOMOBILES–3.9%
Great Wall Motor Co., Ltd.– Class H(b)(c)		119,500		585,818
Nissan Motor Co., Ltd.		148,400		1,550,327
Tata Motors Ltd.–Class A		207,254		847,108
Volkswagen AG (Preference Shares)		1,555		360,882
				3,344,135
DIVERSIFIED CONSUMER SERVICES–0.7%
Kroton Educacional SA		165,600		633,297
HOTELS, RESTAURANTS & LEISURE–1.6%
Alsea SAB de CV(d)		200,921	$	606,311
Melco Crown Entertainment Ltd. (ADR)(d)		37,567		737,440
				1,343,751
HOUSEHOLD DURABLES–1.7%
Panasonic Corp.		103,300		1,414,818
INTERNET & CATALOG RETAIL–1.2%
JD.com, Inc. (ADR)(a)		29,578		1,008,610
MEDIA–1.9%
Naspers Ltd.–Class N		10,600		1,648,346
MULTILINE RETAIL–0.9%
Matahari Department Store Tbk PT		647,500		802,510
SPECIALTY RETAIL–2.6%
Chow Tai Fook Jewellery Group Ltd.(d)		554,600		595,919
Fast Retailing Co., Ltd.		3,500		1,587,148
				2,183,067
TEXTILES, APPAREL & LUXURY GOODS–3.2%
Brunello Cucinelli SpA(d)		26,623		498,635
Cie Financiere Richemont SA		20,222		1,643,600
Titan Co., Ltd.		105,140		601,810
				2,744,045
				15,559,590
CONSUMER STAPLES–15.0%
BEVERAGES–2.3%
Anheuser-Busch InBev NV		16,309		1,962,630
FOOD & STAPLES RETAILING–1.1%
Tsuruha Holdings, Inc.		12,500		972,313
FOOD PRODUCTS–6.2%
Danone SA		21,340		1,382,286
Nestle SA (REG)		29,748		2,146,336
Universal Robina Corp.		250,530		1,077,231
WH Group Ltd.(a)(e)		964,000		657,351
				5,263,204
HOUSEHOLD PRODUCTS–3.3%
Reckitt Benckiser Group PLC		19,890		1,715,199
Unicharm Corp.		46,800		1,111,711
				2,826,910
TOBACCO–2.1%
British American Tobacco PLC		32,967		1,775,026
				12,800,083
HEALTH CARE–11.6%
HEALTH CARE EQUIPMENT & SUPPLIES–1.3%
Essilor International SA		9,282		1,111,988

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
PHARMACEUTICALS–10.3%
Aspen Pharmacare Holdings Ltd.(a)		31,211	$	922,985
Bayer AG		7,988		1,118,640
H Lundbeck A/S(a)		29,110		560,091
Novo Nordisk A/S–Class B		26,015		1,427,570
Roche Holding AG		10,620		2,977,757
Sun Pharmaceutical Industries Ltd.		78,409		1,077,877
UCB SA		10,170		731,276
				8,816,196
				9,928,184
INFORMATION TECHNOLOGY–10.2%
INTERNET SOFTWARE & SERVICES–3.7%
Baidu, Inc. (Sponsored ADR)(a)		7,310		1,455,274
Tencent Holdings Ltd.		84,400		1,688,797
				3,144,071
IT SERVICES–0.9%
Tata Consultancy Services Ltd.		19,140		767,944
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.2%
ams AG		21,310		932,007
Taiwan Semiconductor Manufacturing Co., Ltd.		401,000		1,823,996
				2,756,003
SOFTWARE–2.4%
Mobileye NV(a)(d)		37,786		2,009,082
				8,677,100
INDUSTRIALS–7.2%
AEROSPACE & DEFENSE–2.1%
Safran SA		26,360		1,791,409
COMMERCIAL SERVICES & SUPPLIES–1.2%
Aggreko PLC		45,366		1,024,695
ELECTRICAL EQUIPMENT–0.3%
Schneider Electric SE (Paris)		3,550		245,798
INDUSTRIAL CONGLOMERATES–0.3%
Siemens AG		2,500		252,928
MACHINERY–1.6%
Komatsu Ltd.		66,800		1,340,229
PROFESSIONAL SERVICES–1.7%
Capita PLC		73,980		1,437,477
				6,092,536
ENERGY–2.8%
OIL, GAS & CONSUMABLE FUELS–2.8%
Canadian Natural Resources Ltd.		32,823	$	890,872
TOTAL SA		30,890		1,515,184
				2,406,056
MATERIALS–2.5%
CHEMICALS – 1.6%
Linde AG		7,310		1,385,343
METALS & MINING–0.9%
BHP Billiton PLC		36,400		715,685
South32 Ltd.(a)		36,400		49,186
				764,871
				2,150,214
UTILITIES–0.5%
WATER UTILITIES–0.5%
Beijing Enterprises Water Group Ltd.(a)		516,000		423,303
Total Common Stocks (cost $61,055,777)				83,880,001
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.5%
TIME DEPOSIT–1.5%
State Street Time Deposit 0.01%, 7/01/15 (cost $1,323,240)	$	1,323		1,323,240
Total Investments Before Security Lending Collateral for Securities Loaned–99.8% (cost $62,379,017)				85,203,241
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.1%
INVESTMENT COMPANIES–3.1%
AB Exchange Reserves–Class I, 0.07%(f)(g) (cost $2,615,711)		2,615,711		2,615,711
TOTAL INVESTMENTS–102.9% (cost $64,994,728)				87,818,952
Other assets less liabilities–(2.9)%				(2,471,646	)
NET ASSETS–100.0%			$	85,347,306

5

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	USD	1,287	SEK	10,621		8/13/15	$	(4,730	)
BNP Paribas SA	USD	1,457	CAD	1,764		8/13/15		(45,613	)
Citibank	EUR	890	USD	999		8/13/15		6,027
Citibank	USD	4,871	AUD	6,125		8/13/15		(155,953	)
Citibank	USD	670	CHF	625		8/13/15		(170	)
Deutsche Bank AG	USD	1,568	JPY	191,791		8/13/15		(447	)
Goldman Sachs Bank USA	JPY	301,298	USD	2,519		8/13/15		55,535
HSBC Bank USA	HKD	18,090	USD	2,334		8/13/15		(63	)
HSBC Bank USA	USD	2,780	CAD	3,328		8/13/15		(116,732	)
Morgan Stanley & Co., Inc.	CAD	3,682	USD	2,948		8/13/15		1,482
Royal Bank of Scotland PLC	TWD	20,862	USD	676		8/13/15		204
Standard Chartered Bank	GBP	746	USD	1,137		8/13/15		(35,078	)
Standard Chartered Bank	USD	522	EUR	460		8/13/15		(9,275	)
Standard Chartered Bank	USD	2,523	JPY	301,298		8/13/15		(60,111	)
State Street Bank & Trust Co.	AUD	410	USD	322		8/13/15		6,772
State Street Bank & Trust Co.	AUD	306	USD	235		8/13/15		(733	)
State Street Bank & Trust Co.	CHF	5,117	USD	5,622		8/13/15		140,418
State Street Bank & Trust Co.	CHF	316	USD	331		8/13/15		(7,055	)
State Street Bank & Trust Co.	EUR	815	USD	918		8/13/15		8,391
State Street Bank & Trust Co.	USD	284	EUR	255		8/13/15		(13	)
State Street Bank & Trust Co.	USD	654	GBP	425		8/13/15		13,541
State Street Bank & Trust Co.	USD	225	HKD	1,741		8/13/15		–0	–
State Street Bank & Trust Co.	USD	438	NOK	3,284		8/13/15		(19,509	)
State Street Bank & Trust Co.	USD	509	SEK	4,211		8/13/15		(916	)
UBS AG	USD	505	GBP	321		8/13/15		(413	)
							$	(224,441	)

(a) Non-income producing security.

(b) Fair valued by the Adviser.

(c) Illiquid security.

(d) Represents entire or partial securities out on loan. See Note E for securities lending information.

(e) Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security is considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2015, the market value of this security amounted to $657,351 or 0.8% of net assets.

(f) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(g) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

6

AB Variable Products Series Fund

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

NVDR—Non Voting Depositary Receipt

REG—Registered Shares

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $62,379,017)	$	85,203,241	(a)
Affiliated issuers (cost $2,615,711—investment of cash collateral for securities loaned)		2,615,711
Foreign currencies, at value (cost $961,212)		960,326
Receivable for investment securities sold		539,321
Dividends and interest receivable		403,201
Unrealized appreciation on forward currency exchange contracts		232,370
Receivable for capital stock sold		7,938
Total assets		89,962,108
LIABILITIES
Payable for collateral received on securities loaned		2,615,711
Payable for capital stock redeemed		983,148
Unrealized depreciation on forward currency exchange contracts		456,811
Payable for investment securities purchased and foreign currency transactions		383,830
Advisory fee payable		54,301
Administrative fee payable		10,173
Distribution fee payable		9,992
Transfer Agent fee payable		107
Accrued expenses and other liabilities		100,729
Total liabilities		4,614,802
NET ASSETS	$	85,347,306
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,329
Additional paid-in capital		97,845,568
Undistributed net investment income		967,209
Accumulated net realized loss on investment and foreign currency transactions		(36,054,207	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		22,584,407
	$	85,347,306

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	38,645,092		1,945,690	$	19.86
B	$	46,702,214		2,383,803	$	19.59

(a) Includes securities on loan with a value of $2,553,250 (see Note E).

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $113,074)	$	1,043,584
Affiliated issuers		1,347
Interest		45
Securities lending income		38,762
		1,083,738
EXPENSES
Advisory fee (see Note B)		330,820
Distribution fee—Class B		60,579
Transfer agency—Class A		1,395
Transfer agency—Class B		1,701
Custodian		48,659
Administrative		25,384
Audit and tax		24,883
Printing		23,040
Legal		16,096
Directors’ fees		8,320
Miscellaneous		4,400
Total expenses		545,277
Net investment income		538,461
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		1,850,350	(a)
Foreign currency transactions		(944,621	)
Net change in unrealized appreciation/depreciation of:
Investments		2,195,842	(b)
Foreign currency denominated assets and liabilities		69,787
Net gain on investment and foreign currency transactions		3,171,358
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,709,819

(a) Net of foreign capital gains taxes of $1,162.

(b) Net of decrease in accrued foreign capital gains taxes of $19,655.

See notes to financial statements.

9

INTERNATIONAL GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	538,461		$	1,124,481
Net realized gain on investment transactions and foreign currency transactions		905,729			19,026,455
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		2,265,629			(22,526,117	)
Contributions from Affiliates (see Note B)		–0	–		5,816
Net increase (decrease) in net assets from operations		3,709,819			(2,369,365	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(5,170,788	)		(67,932,548	)
Total decrease		(1,460,969	)		(70,301,913	)
NET ASSETS
Beginning of period		86,808,275			157,110,188
End of period (including undistributed net investment income of $967,209 and $428,748, respectively)	$	85,347,306		$	86,808,275

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB International Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein International Growth Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

11

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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, 2015:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	1,132,198		$	24,710,737		$	–0	–	$	25,842,935
Consumer Discretionary		3,484,293			11,489,479			585,818			15,559,590
Consumer Staples		–0	–		12,800,083			–0	–		12,800,083
Health Care		1,077,877			8,850,307			–0	–		9,928,184
Information Technology		4,232,300			4,444,800			–0	–		8,677,100
Industrials		–0	–		6,092,536			–0	–		6,092,536
Energy		890,872			1,515,184			–0	–		2,406,056
Materials		49,186			2,101,028			–0	–		2,150,214
Utilities		–0	–		423,303			–0	–		423,303
Short-Term Investments		–0	–		1,323,240			–0	–		1,323,240
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		2,615,711			–0	–		–0	–		2,615,711
Total Investments in Securities		13,482,437			73,750,697	+		585,818			87,818,952

12

AB Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	232,370		$	–0	–	$	232,370
Liabilities:
Forward Currency Exchange Contracts		–0	–		(456,811	)		–0	–		(456,811	)
Total(a)(b)	$	13,482,437		$	73,526,256		$	585,818		$	87,594,511

* 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 $1,767,789 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools during the reporting period.

(b) An amount of $1,655,068 was transferred from Level 2 to Level 1 as the above mentioned foreign equity fair valuation by the third party vendor was not applied during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

	Common Stocks			Total
Balance as of 12/31/14	$	–0	–	$	–0	–
Accrued discounts/(premiums)		–0	–		–0	–
Realized gain (loss)		6,417			6,417
Change in unrealized appreciation/depreciation		(98,189	)		(98,189	)
Purchases		–0	–		–0	–
Sales		(31,874	)		(31,874	)
Transfers in to Level 3		709,464			709,464
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/15	$	585,818		$	585,818	+
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/15*	$	(98,189	)	$	(98,189	)

+ There were de minimis transfers under 1% of net assets during the reporting period.

* The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation of investments in the accompanying statement of operations.

The Adviser established the Committee to oversee 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

13

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

14

AB 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.

During the year ended December 31, 2014, the Adviser reimbursed the Portfolio $5,816 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $18,710, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	7,042,133		$	13,012,648
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	$	25,930,268
Gross unrealized depreciation		(3,106,044	)
Net unrealized appreciation	$	22,824,224

15

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 principal type of derivative utilized by the Portfolio, as well as the methods in which they may be used are:

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on 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, 2015, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its 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 derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	232,370	Unrealized depreciation on forward currency exchange contracts	$	456,811
Total		$	232,370		$	456,811

16

AB Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015:

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	$	(802,448	)	$	50,213
Total		$	(802,448	)	$	50,213

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2015:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	15,434,945
Average principal amount of sale contracts	$	14,342,516

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Citibank

$

6,027

$

(6,027

)

$

–0

–

$

–0

–

$

–0

–

Goldman Sachs Bank USA

55,535

–0

–

–0

–

–0

–

55,535

Morgan Stanley & Co., Inc.

1,482

–0

–

–0

–

–0

–

1,482

Royal Bank of Scotland PLC

204

–0

–

–0

–

–0

–

204

State Street Bank & Trust Co.

169,122

(28,226

)

–0

–

–0

–

140,896

Total

$

232,370

$

(34,253

)

$

–0

–

$

–0

–

$

198,117

^

Counterparty

Derivative Liabilities Subject to a MA

Derivative Available for Offset

Cash Collateral Pledged

Security Collateral Pledged

Net Amount of Derivatives Liabilities

OTC Derivatives:

Barclays Bank PLC

$

4,730

$

–0

–

$

–0

–

$

–0

–

$

4,730

BNP Paribas SA

45,613

–0

–

–0

–

–0

–

45,613

Citibank

156,123

(6,027

)

–0

–

–0

–

150,096

Deutsche Bank AG

447

–0

–

–0

–

–0

–

447

HSBC Bank USA

116,795

–0

–

–0

–

–0

–

116,795

Standard Chartered Bank

104,464

–0

–

–0

–

–0

–

104,464

State Street Bank & Trust Co.

28,226

(28,226

)

–0

–

–0

–

–0

–

UBS AG

413

–0

–

–0

–

–0

–

413

Total

$

456,811

$

(34,253

)

$

–0

–

$

–0

–

$

422,558

^

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

17

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $2,553,250 and had received cash collateral which has been invested into AB Exchange Reserves of $2,615,711. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $38,762 and $1,347 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	2,295	$	27,157	$	26,836	$	2,616

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		97,693			134,654		$	1,930,142		$	2,638,381
Shares redeemed		(196,229	)		(3,406,796	)		(3,927,322	)		(64,441,263	)
Net decrease		(98,536	)		(3,272,142	)	$	(1,997,180	)	$	(61,802,882	)
Class B
Shares sold		133,767			315,056		$	2,642,816		$	6,091,692
Shares redeemed		(296,309	)		(632,180	)		(5,816,424	)		(12,221,358	)
Net decrease		(162,542	)		(317,124	)	$	(3,173,608	)	$	(6,129,666	)

18

AB Variable Products Series Fund

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Leverage Risk—When the Portfolio borrows money or otherwise leverages its portfolio, it may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	1,375,779
Total taxable distributions paid	$	–0	–	$	1,375,779

19

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	152,287
Accumulated capital and other losses		(36,825,896	)(a)
Unrealized appreciation/(depreciation)		20,461,200	(b)
Total accumulated earnings/(deficit)	$	(16,212,409	)

(a) As of December 31, 2014, the Portfolio had a net capital loss carryforward of $36,822,293. During the fiscal year, the Portfolio utilized $20,539,739 of capital loss carryforwards to offset current year net realized gains. At December 31, 2014, the Portfolio had a post-October short-term capital loss deferral of $3,603 which is deemed to arise on January 1, 2015.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the realization for tax purposes of gain/losses on certain derivative instruments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

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.

20

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$19.04			$19.27			$17.13			$15.08			$18.42			$16.66
Income From Investment Operations
Net investment income (a)		.13			.24			.21			.21			.26			.18
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.69			(.47	)		2.11			2.12			(3.08	)		1.92
Contributions from Affiliates		–0	–		.00	(b)		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.82			(.23	)		2.32			2.33			(2.82	)		2.10
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.18	)		(.28	)		(.52	)		(.34	)
Net asset value, end of period		$19.86			$19.04			$19.27			$17.13			$15.08			$18.42
Total Return
Total investment return based on net asset value (c)		4.31	%		(1.19	)%		13.60	%		15.54	%		(15.85	)%		12.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$38,645			$38,924			$102,467			$97,611			$90,912			$126,339
Ratio to average net assets of:
Expenses		1.10	%^		1.07	%		.94	%		.97	%		.94	%		.93	%+
Net investment income		1.36	%^		1.20	%		1.15	%		1.33	%		1.53	%		1.08	%+
Portfolio turnover rate		8	%		29	%		31	%		52	%		66	%		104	%

See footnote summary on page 22.

21

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$18.81			$19.08			$16.96			$14.93			$18.24			$16.51
Income From Investment Operations
Net investment income (a)		.11			.20			.16			.18			.22			.14
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.67			(.47	)		2.09			2.08			(3.06	)		1.89
Contributions from Affiliates		–0	–		.00	(b)		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.78			(.27	)		2.25			2.26			(2.84	)		2.03
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.13	)		(.23	)		(.47	)		(.30	)
Net asset value, end of period		$19.59			$18.81			$19.08			$16.96			$14.93			$18.24
Total Return
Total investment return based on net asset value (c)		4.15	%		(1.41	)%		13.32	%		15.23	%		(16.04	)%		12.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$46,702			$47,884			$54,643			$58,694			$58,322			$74,879
Ratio to average net assets of:
Expenses		1.35	%^		1.36	%		1.19	%		1.22	%		1.19	%		1.18	%+
Net investment income		1.11	%^		1.02	%		.92	%		1.11	%		1.27	%		.83	%+
Portfolio turnover rate.		8	%		29	%		31	%		52	%		66	%		104	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

22

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB International Growth Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

23

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

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 2015 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, 2015 and (in the case of comparisons with the indices) the period since inception (September 1994 inception). Effective May 1, 2014 the MSCI AC World Index became the Portfolio’s primary Index. The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 3-, 5- and 10-year periods. The Portfolio lagged the MSCI AC World Index in the 5- and 10-year periods and outperformed it in all other periods. It lagged the MSCI World Index in the 3-, 5- and 10-year periods and outperformed it in all other periods. Based on their review, the directors concluded that the Portfolio’s recent performance 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 noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 4.8 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors 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 has been waiving 5 basis points of the advisory fee payable by the SCB Portfolio under its contract since November 1, 2011 (the fee waiver is effective through October 31, 2015).

24

AB 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. 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 the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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.

25

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In Jones, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($MIL)
International Growth Portfolio	International	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	88.9

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 $48,204 (0.048% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

26

AB Variable Products Series Fund

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
International Growth Portfolio	Class A    1.07%	December 31
	Class B    1.36%

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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Growth Portfolio	$	88.9	International Growth Trends Schedule 0.85% on first $25m 0.65% on next $25m 0.55% on next $50m 0.45% on the balance Minimum account size $25m		0.663	%		0.750	%

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

27

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

The Adviser also manages AB International Growth Fund, Inc. (“International Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Growth Portfolio	International Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2015 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee		Portfolio Advisory Fee
International Growth Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion 0.800% on next $2 billion 0.750% on next $2 billion 0.650% thereafter The Adviser is waving 5 basis points in advisory fees effective through October 31, 2015.		0.875%		0.750%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.”Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

28

AB 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, operating structure, and expense 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	0.880		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		1.070		1.004		9/13		0.935		18/24

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

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, 2014, ABI received $129,152 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $266,431 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

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.

29

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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 $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions and pay commissions to the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB 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 fee of $18,000 in 2013.

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

30

AB Variable Products Series Fund

the advisory fees of the AB 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 $486 billion as of March 31, 2015, 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, 2015.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Growth Portfolio
1 year		3.09		0.13		1.50		3/13		7/27
3 year		6.53		8.21		8.81		13/13		26/27
5 year		6.47		8.29		8.79		11/12		21/24
10 year		4.84		5.77		5.62		9/10		17/20

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Growth Portfolio		3.09		6.52		6.47		4.84		7.89		20.37		0.26		10
MSCI AC World Ex US Net Index24		0.87		6.49		6.55		5.34		5.52		18.76		0.29		10
MSCI World X-US Net Index		–0.16		8.58		7.41		4.96		5.22		N/A		N/A		N/A
Inception Date: September 23, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

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, 2015.

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 Effective November 1, 2013, MSCI AC World Ex US Net Index became the Portfolio’s primary benchmark.

31

VPS-IG-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ INTERNATIONAL VALUE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,088.70	$	4.40		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.58	$	4.26		0.85	%
Class B
Actual	$	1,000	$	1,087.20	$	5.69		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

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Roche Holding AG	$	21,396,669		3.1	%
GlaxoSmithKline PLC		18,525,822		2.7
Mitsubishi UFJ Financial Group, Inc.		18,314,941		2.7
Nippon Telegraph & Telephone Corp.		15,051,261		2.2
Liberty Global PLC—Series C		14,690,142		2.2
BG Group PLC		13,975,142		2.0
Airbus Group SE		13,554,420		2.0
Vodafone Group PLC		13,271,886		1.9
Imperial Tobacco Group PLC		12,869,900		1.9
ING Groep NV		12,791,610		1.9
	$	154,441,793		22.6	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	151,073,117		22.4	%
Consumer Discretionary		124,010,697		18.4
Industrials		81,195,056		12.0
Information Technology		67,371,244		10.0
Telecommunication Services		61,778,478		9.2
Energy		49,820,258		7.4
Materials		40,567,168		6.0
Health Care		39,922,491		5.9
Consumer Staples		32,947,991		4.9
Utilities		24,800,956		3.7
Short-Term Investments		403,423		0.1
Total Investments	$	673,890,879		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, 2015 (unaudited)	AB Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	185,104,040		27.5	%
United Kingdom		115,712,886		17.2
France		78,295,681		11.6
Netherlands		39,005,705		5.8
Australia		35,307,938		5.2
Switzerland		30,262,855		4.5
Italy		27,320,322		4.0
Taiwan		16,099,794		2.4
China		15,042,253		2.2
Denmark		14,730,554		2.2
Hong Kong		14,153,880		2.1
South Korea		12,185,180		1.8
Portugal		10,962,381		1.6
Other		79,303,987		11.8
Short-Term Investments		403,423		0.1
Total Investments	$	673,890,879		100.0	%

* All data are as of June 30, 2015. 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 1.6% or less in the following countries: Argentina, Belgium, Brazil, Canada, Finland, Germany, India, Israel, Norway, Russia, South Africa and Turkey.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.5%
FINANCIALS–22.1%
BANKS–12.9%
Banco Macro SA (ADR)		47,473	$	2,164,769
Bank Hapoalim BM		990,355		5,330,042
Bank of Baroda		1,055,830		2,390,042
Bank of China Ltd.–Class H		7,561,000		4,916,682
Bank of Queensland Ltd.		862,521		8,486,735
Danske Bank A/S		405,390		11,917,243
ICICI Bank Ltd.		531,850		2,580,941
ING Groep NV		770,330		12,791,610
Intesa Sanpaolo SpA		1,620,110		5,883,402
Mitsubishi UFJ Financial Group, Inc.		2,545,700		18,314,941
Shinhan Financial Group Co., Ltd.		49,440		1,840,253
Sumitomo Mitsui Financial Group, Inc.		95,000		4,229,323
UniCredit SpA		1,083,700		7,283,408
				88,129,391
DIVERSIFIED FINANCIAL SERVICES–2.1%
Challenger Ltd./Australia		881,360		4,568,612
ORIX Corp.		667,800		9,916,477
				14,485,089
INSURANCE–4.8%
AIA Group Ltd.		968,000		6,304,478
Assicurazioni Generali SpA		545,797		9,837,320
Aviva PLC		601,745		4,660,742
Direct Line Insurance Group PLC		678,590		3,580,415
NN Group NV		180,950		5,095,961
Suncorp Group Ltd.		347,170		3,591,843
				33,070,759
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.0%
Aeon Mall Co., Ltd.		243,100		4,552,232
Cheung Kong Property Holdings Ltd.(a)		251,028		2,075,829
Lend Lease Group		398,830		4,611,371
Wharf Holdings Ltd. (The)		311,000		2,066,764
				13,306,196
THRIFTS & MORTGAGE FINANCE–0.3%
LIC Housing Finance Ltd.		294,260		2,081,682
				151,073,117
CONSUMER DISCRETIONARY–18.2%
AUTO COMPONENTS–7.7%
Aisin Seiki Co., Ltd.		200,300		8,516,603
Bridgestone Corp.		122,100		4,513,131
Cie Generale des Etablissements Michelin–Class B		31,542		3,318,968
Hankook Tire Co., Ltd.		85,933		3,231,811
Magna International, Inc. (New York)–Class A		135,800	$	7,617,022
Nokian Renkaat Oyj		159,620		5,000,958
Plastic Omnium SA		132,470		3,388,859
Sumitomo Electric Industries Ltd.		626,700		9,699,649
Valeo SA		47,380		7,494,709
				52,781,710
AUTOMOBILES–4.6%
Chongqing Changan Automobile Co., Ltd.–Class B		759,489		1,939,550
Honda Motor Co., Ltd.		382,100		12,349,408
Isuzu Motors Ltd.		382,000		5,011,671
Peugeot SA(a)		417,270		8,604,867
Tata Motors Ltd.		361,163		2,444,654
Tata Motors Ltd.–Class A		266,758		1,090,318
				31,440,468
MEDIA–3.2%
Liberty Global PLC–Series C(a)		290,147		14,690,142
Vivendi SA		289,486		7,340,374
				22,030,516
SPECIALTY RETAIL–2.3%
Foschini Group Ltd. (The)		237,210		3,100,851
Kingfisher PLC		644,960		3,517,927
Shimamura Co., Ltd.		38,300		4,021,084
Yamada Denki Co., Ltd.(b)		1,153,700		4,615,122
				15,254,984
TEXTILES, APPAREL & LUXURY GOODS–0.4%
Kering		14,000		2,503,019
				124,010,697
INDUSTRIALS–11.9%
AEROSPACE & DEFENSE–2.9%
Airbus Group SE		208,090		13,554,420
Safran SA		86,690		5,891,397
				19,445,817
AIRLINES–3.2%
International Consolidated Airlines Group SA(a)		1,521,880		11,826,680
Japan Airlines Co., Ltd.		78,400		2,732,192
Qantas Airways Ltd.(a)		2,913,893		7,080,714
				21,639,586
INDUSTRIAL CONGLOMERATES–0.5%
CK Hutchison Holdings Ltd.		251,028		3,706,808
MACHINERY–1.2%
JTEKT Corp.		445,000		8,415,136
MARINE–1.8%
AP Moeller–Maersk A/S–Class B		1,556		2,813,311
Nippon Yusen KK		3,369,000		9,379,480
				12,192,791

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
PROFESSIONAL SERVICES–0.7%
Adecco SA (REG)(a)		61,210	$	4,967,646
ROAD & RAIL–1.6%
Central Japan Railway Co.		60,000		10,827,272
				81,195,056
INFORMATION TECHNOLOGY–9.9%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.2%
Hitachi Ltd.		777,000		5,118,522
Largan Precision Co., Ltd.		24,000		2,739,618
				7,858,140
IT SERVICES–0.5%
Cap Gemini SA		39,910		3,540,674
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.6%
Advanced Semiconductor Engineering, Inc.		1,955,000		2,648,840
ASM International NV		163,900		7,582,240
Infineon Technologies AG		506,670		6,287,567
Novatek Microelectronics Corp.		981,000		4,731,731
SCREEN Holdings Co., Ltd.		1,096,000		6,897,357
Sumco Corp.		566,700		7,087,720
Tokyo Electron Ltd.		159,000		10,105,571
				45,341,026
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.6%
Casetek Holdings Ltd.		328,000		2,028,973
Catcher Technology Co., Ltd.		316,000		3,950,632
Samsung Electronics Co., Ltd.		4,100		4,651,799
				10,631,404
				67,371,244
TELECOMMUNICATION SERVICES–9.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.2%
Bezeq The Israeli Telecommunication Corp., Ltd.		1,378,693		2,347,876
BT Group PLC		1,419,110		10,049,203
Nippon Telegraph & Telephone Corp.		415,600		15,051,261
Telefonica Brasil SA (Preference Shares)		329,207		4,612,350
Telenor ASA		168,030		3,684,032
				35,744,722
WIRELESS TELECOMMUNICATION SERVICES–3.8%
China Mobile Ltd.		344,500	$	4,414,161
SK Telecom Co., Ltd.		11,000		2,461,317
Sunrise Communications Group AG(a)(c)		46,748		3,898,539
Turkcell Iletisim Hizmetleri AS		432,090		1,987,853
Vodafone Group PLC		3,638,234		13,271,886
				26,033,756
				61,778,478
ENERGY–7.3%
ENERGY EQUIPMENT & SERVICES–0.3%
Aker Solutions ASA(b)(c)		418,792		2,348,567
OIL, GAS & CONSUMABLE FUELS–7.0%
BG Group PLC		839,106		13,975,142
JX Holdings, Inc.		1,983,300		8,550,697
LUKOIL OAO (London) (Sponsored ADR)		54,180		2,433,224
Petroleo Brasileiro SA (Sponsored ADR)(a)		479,190		3,910,190
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		251,719		7,158,853
TOTAL SA		233,300		11,443,585
				47,471,691
				49,820,258
MATERIALS–5.9%
CHEMICALS–4.0%
Arkema SA		75,591		5,464,288
Denki Kagaku Kogyo KK		970,000		4,310,225
Incitec Pivot Ltd.		987,100		2,926,496
JSR Corp.		480,100		8,475,348
Koninklijke DSM NV		109,835		6,377,040
				27,553,397
CONSTRUCTION MATERIALS–0.6%
Boral Ltd.		897,290		4,042,167
METALS & MINING–0.3%
Novolipetsk Steel OJSC (GDR)(c)		181,990		2,420,467
PAPER & FOREST PRODUCTS–1.0%
Mondi PLC		304,290		6,551,137
				40,567,168
HEALTH CARE–5.8%
PHARMACEUTICALS–5.8%
GlaxoSmithKline PLC		891,010		18,525,822
Roche Holding AG		76,310		21,396,669
				39,922,491

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
CONSUMER STAPLES–4.8%
BEVERAGES–0.3%
Asahi Group Holdings Ltd.		76,000	$	2,413,621
FOOD & STAPLES RETAILING–1.3%
Delhaize Group SA		109,660		8,919,444
HOUSEHOLD PRODUCTS–0.8%
Reckitt Benckiser Group PLC		62,830		5,418,098
TOBACCO–2.4%
British American Tobacco PLC		61,790		3,326,928
Imperial Tobacco Group PLC		267,220		12,869,900
				16,196,828
				32,947,991
UTILITIES–3.6%
ELECTRIC UTILITIES–3.1%
EDP–Energias de Portugal SA		2,877,270		10,962,382
Electricite de France SA		257,080		5,750,522
Enel SpA		952,320		4,316,193
				21,029,097
INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–0.5%
Huadian Power International Corp., Ltd.–Class H		3,390,000		3,771,859
				24,800,956
Total Common Stocks (cost $632,960,124)				673,487,456
SHORT-TERM INVESTMENTS–0.1%
TIME DEPOSIT–0.1%
State Street Time Deposit 0.01%, 7/01/15 (cost $403,423)	$	403	$	403,423
Total Investments Before Security Lending Collateral for Securities Loaned–98.6% (cost $633,363,547)				673,890,879
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.6%
INVESTMENT COMPANIES–0.6%
AB Exchange Reserves–Class I, 0.07%(d)(e) (cost $3,872,366)		3,872,366		3,872,366
TOTAL INVESTMENTS–99.2% (cost $637,235,913)				677,763,245
Other assets less liabilities–0.8%				5,334,792
NET ASSETS–100.0%			$	683,098,037

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2015		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		63		September 2015	$	2,426,818	$	2,413,293		$  (13,525)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC		CNY	44,456		USD	7,222		7/15/15	$	(43,904	)
Barclays Bank PLC		HKD	102,805		USD	13,261		7/15/15		(1,101	)
Barclays Bank PLC		USD	3,784		NOK	28,612		7/15/15		(135,750	)
Barclays Bank PLC		RUB	124,726		USD	2,268		7/22/15		24,497
BNP Paribas SA		AUD	3,460		USD	2,733		7/15/15		65,493
BNP Paribas SA		GBP	3,818		USD	5,645		7/15/15		(353,976	)
BNP Paribas SA		KRW	9,889,411		USD	9,018		7/15/15		187,523
BNP Paribas SA		NZD	9,261		USD	6,997		7/15/15		728,376
BNP Paribas SA		USD	43,324		GBP	28,150		7/15/15		902,356

6

AB Variable Products Series Fund

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Citibank		ILS	36,194		USD	9,200		7/15/15	$	(390,534	)
Citibank		USD	5,495		HKD	42,592		7/15/15		(811	)
Citibank		USD	719		SEK	5,953		10/14/15		366
Credit Suisse International		CNY	78,273		USD	12,654		7/15/15		(137,942	)
Credit Suisse International		USD	11,230		SEK	92,959		10/14/15		8,066
Deutsche Bank AG		AUD	6,401		USD	4,880		7/15/15		(54,963	)
Deutsche Bank AG		USD	12,115		EUR	10,828		7/15/15		(40,859	)
Goldman Sachs Bank USA		JPY	2,797,709		USD	22,604		7/15/15		(259,639	)
Morgan Stanley & Co., Inc.		BRL	26,279		USD	8,470		7/02/15		17,708
Morgan Stanley & Co., Inc.		BRL	26,279		USD	8,260		7/02/15		(192,345	)
Morgan Stanley & Co., Inc.		USD	8,424		BRL	26,279		7/02/15		28,179
Morgan Stanley & Co., Inc.		USD	8,470		BRL	26,279		7/02/15		(17,708	)
Morgan Stanley & Co., Inc.		AUD	3,645		USD	2,784		7/15/15		(26,757	)
Morgan Stanley & Co., Inc.		CAD	7,954		USD	6,509		7/15/15		141,961
Morgan Stanley & Co., Inc.		CHF	6,706		USD	7,155		7/15/15		(21,120	)
Morgan Stanley & Co., Inc.		JPY	4,528,446		USD	37,684		7/15/15		676,708
Morgan Stanley & Co., Inc.		NZD	6,399		USD	4,363		7/15/15		31,309
Morgan Stanley & Co., Inc.		USD	24,175		CHF	23,168		7/15/15		616,136
Morgan Stanley & Co., Inc.		USD	5,716		ILS	22,120		7/15/15		145,657
Morgan Stanley & Co., Inc.		USD	33,109		JPY	4,094,655		7/15/15		353,436
Morgan Stanley & Co., Inc.		USD	13,861		SEK	119,535		7/15/15		562,118
Morgan Stanley & Co., Inc.		USD	1,740		TWD	54,130		7/15/15		12,248
Morgan Stanley & Co., Inc.		BRL	26,279		USD	8,330		8/04/15		(24,838	)
Northern Trust Co.		NOK	40,947		USD	5,076		7/15/15		(145,319	)
Royal Bank of Scotland PLC		CNY	15,780		USD	2,570		7/15/15		(8,695	)
Royal Bank of Scotland PLC		JPY	1,384,687		USD	11,496		7/15/15		180,234
Royal Bank of Scotland PLC		USD	3,100		EUR	2,824		7/15/15		48,893
Royal Bank of Scotland PLC		RUB	96,389		USD	1,730		7/22/15		(4,025	)
Societe Generale		NZD	9,261		USD	6,565		7/15/15		296,720
Standard Chartered Bank		AUD	14,598		USD	11,466		7/15/15		211,296
Standard Chartered Bank		TWD	489,630		USD	15,918		7/15/15		65,758
Standard Chartered Bank		USD	33,275		AUD	43,770		7/15/15		471,292
Standard Chartered Bank		USD	22,570		CNY	138,509		7/15/15		66,988
Standard Chartered Bank		USD	8,409		GBP	5,646		7/15/15		461,716
Standard Chartered Bank		USD	18,574		NZD	24,921		7/15/15		(1,705,622	)
Standard Chartered Bank		KRW	2,189,612		USD	1,946		10/14/15		(5,445	)
State Street Bank & Trust Co.		HKD	41,680		USD	5,376		7/15/15		(668	)
State Street Bank & Trust Co.		USD	8,924		GBP	5,823		7/15/15		224,427
UBS AG		CHF	11,690		USD	12,521		7/15/15		11,672
UBS AG		EUR	7,237		USD	8,098		7/15/15		28,896
UBS AG		GBP	2,061		USD	3,244		7/15/15		6,342
UBS AG		USD	7,537		CHF	7,054		7/15/15		11,360
UBS AG		USD	4,145		JPY	495,627		7/15/15		(94,311	)
									$	2,921,399

(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, 2015, the aggregate market value of these securities amounted to $8,667,573 or 1.3% of net assets.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(e) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

7

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

ILS—Israeli Shekel

JPY—Japanese Yen

KRW—South Korean Won

NOK—Norwegian Krone

NZD—New Zealand Dollar

RUB—Russian Ruble

SEK—Swedish Krona

TWD—New Taiwan Dollar

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

GDR—Global 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, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $633,363,547)	$	673,890,879	(a)
Affiliated issuers (cost $3,872,366—investment of cash collateral for securities loaned)		3,872,366
Cash collateral due from broker		244,855
Foreign currencies, at value (cost $3,295,930)		3,302,387
Unrealized appreciation on forward currency exchange contracts		6,587,731
Dividends and interest receivable		4,434,772
Receivable for capital stock sold		15,427
Receivable for investment securities sold and foreign currency transactions		1,127
Total assets		692,349,544
LIABILITIES
Payable for collateral received on securities loaned		3,872,366
Unrealized depreciation on forward currency exchange contracts		3,666,332
Payable for capital stock redeemed		715,571
Advisory fee payable		434,989
Payable for investment securities purchased and foreign currency transactions		150,275
Distribution fee payable		133,749
Payable for variation margin on exchange-traded derivatives		21,135
Administrative fee payable		10,010
Transfer Agent fee payable		105
Accrued expenses		246,975
Total liabilities		9,251,507
NET ASSETS	$	683,098,037
COMPOSITION OF NET ASSETS
Capital stock, at par	$	46,811
Additional paid-in capital		1,635,926,035
Undistributed net investment income		7,440,882
Accumulated net realized loss on investment and foreign currency transactions		(1,003,707,680	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		43,391,989
	$	683,098,037

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	53,184,768		3,611,201	$	14.73
B	$	629,913,269		43,200,120	$	14.58

(a) Includes securities on loan with a value of $3,632,738 (see Note E).

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,462,405)	$	12,689,772
Affiliated issuers		9,628
Interest		217
Securities lending income		295,640
		12,995,257
EXPENSES
Advisory fee (see Note B)		2,599,658
Distribution fee—Class B		800,728
Transfer agency—Class A		292
Transfer agency—Class B		3,545
Custodian		126,318
Printing		123,690
Administrative		25,222
Audit and tax		24,866
Legal		16,316
Directors’ fees		8,320
Miscellaneous		18,386
Total expenses		3,747,341
Net investment income		9,247,916
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		28,575,889
Futures		351,559
Foreign currency transactions		(2,120,800	)
Net change in unrealized appreciation/depreciation of:
Investments		20,110,996
Futures		(118,246	)
Foreign currency denominated assets and liabilities		2,368,878
Net gain on investment and foreign currency transactions		49,168,276
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	58,416,192

See notes to financial statements.

10

INTERNATIONAL VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	9,247,916		$	22,863,113
Net realized gain on investment transactions and foreign currency transactions		26,806,648			67,984,091
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		22,361,628			(136,385,068	)
Net increase (decrease) in net assets from operations		58,416,192			(45,537,864	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,959,658	)
Class B		–0	–		(22,620,339	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(41,504,547	)		(65,935,109	)
Total increase (decrease)		16,911,645			(136,052,970	)
NET ASSETS
Beginning of period		666,186,392			802,239,362
End of period (including undistributed net investment income of $7,440,882 and distributions in excess of net investment income of ($1,807,034), respectively)	$	683,098,037		$	666,186,392

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB International Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein International Value Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

12

AB Variable Products Series Fund

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, 2015:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	10,211,055		$	140,862,062		$	–0	–	$	151,073,117
Consumer Discretionary		22,307,164			101,703,533			–0	–		124,010,697
Industrials		–0	–		81,195,056			–0	–		81,195,056
Information Technology		–0	–		67,371,244			–0	–		67,371,244
Telecommunication Services		4,612,350			57,166,128			–0	–		61,778,478
Energy		6,343,414			43,476,844			–0	–		49,820,258
Materials		2,420,467			38,146,701			–0	–		40,567,168
Health Care		–0	–		39,922,491			–0	–		39,922,491
Consumer Staples		–0	–		32,947,991			–0	–		32,947,991
Utilities		–0	–		24,800,956			–0	–		24,800,956
Short-Term Investments		–0	–		403,423			–0	–		403,423
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		3,872,366			–0	–		–0	–		3,872,366
Total Investments in Securities		49,766,816			627,996,429	+		–0	–		677,763,245

13

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts	$	–0	–	$	6,587,731		$	–0	–	$	6,587,731
Liabilities:
Futures		–0	–		(13,525	)		–0	–		(13,525	)#
Forward Currency Exchange Contracts		–0	–		(3,666,332	)		–0	–		(3,666,332	)
Total^	$	49,766,816		$	630,904,303		$	–0	–	$	680,671,119

* 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 exchange-traded derivatives as reported in the portfolio of investments.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

14

AB Variable Products Series Fund

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned. The Portfolio files withholding tax reclaims in certain jurisdictions to recover a portion of amounts previously withheld. The Portfolio may record a reclaim receivable based on, among other things, a jurisdiction’s legal obligation to pay reclaims as well as payment history and market convention. In consideration of recent decisions rendered by European courts, the Portfolio has filed for additional reclaims related to prior years. However, corresponding receivable amounts have not yet been recorded because there is limited historical precedent for collecting such reclaims, and the amounts, if any, that the Portfolio might ultimately recover are uncertain. Such amounts, if and when recorded, could result in an increase in the Portfolio’s net asset value per share.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2015, 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, 2015, the Adviser voluntarily agreed to waive such fees amounted to $25,222.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $501,601, 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 $662 for the six months ended June 30, 2015.

15

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	215,835,613		$	247,497,543
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 and foreign currency transactions) are as follows:

Gross unrealized appreciation	$	73,223,896
Gross unrealized depreciation		(32,696,564	)
Net unrealized appreciation	$	40,527,332

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk

16

AB Variable Products Series Fund

for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2015, 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, 2015, 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 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 derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. For additional details, please refer to netting arrangements by counterparty tables below.

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

At June 30, 2015, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Equity contracts				Receivable/Payable for variation margin on exchange-traded derivatives	$	13,525	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	6,587,731	Unrealized depreciation on forward currency exchange contracts		3,666,332
Total		$	6,587,731		$	3,679,857

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2015:

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	$	351,559		$	(118,246	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(1,964,382	)		2,172,632
Total		$	(1,612,823	)	$	2,054,386

The following table represents the average monthly volume of the Portfolio’s derivative transactions during the six months ended June 30, 2015:

Futures:
Average original value of sale contracts	$	2,356,606
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	233,105,898
Average principal amount of sale contracts	$	237,170,798

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2015:

Counterparty

Derivative Assets Subject to a MA

Derivative Available for Offset

Cash Collateral Received

Security Collateral Received

Net Amount of Derivatives Assets

OTC Derivatives:

Barclays Bank PLC

$

24,497

$

(24,497

)

$

–0

–

$

–0

–

$

–0

–

BNP Paribas SA

1,883,748

(353,976

)

–0

–

–0

–

1,529,772

Citibank

366

(366

)

–0

–

–0

–

–0

–

Credit Suisse International

8,066

(8,066

)

–0

–

–0

–

–0

–

18

AB Variable Products Series Fund

Counterparty	Derivative Assets Subject to a MA		Derivative Available for Offset			Cash Collateral Received			Security Collateral Received			Net Amount of Derivatives Assets
Morgan Stanley & Co., Inc.	$	2,585,460	$	(282,768	)	$	–0	–	$	–0	–	$	2,302,692
Royal Bank of Scotland PLC		229,127		(12,720	)		–0	–		–0	–		216,407
Societe Generale		296,720		–0	–		–0	–		–0	–		296,720
Standard Chartered Bank		1,277,050		(1,277,050	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		224,427		(668	)		–0	–		–0	–		223,759
UBS AG		58,270		(58,270	)		–0	–		–0	–		–0	–
Total	$	6,587,731	$	(2,018,381	)	$	–0	–	$	–0	–	$	4,569,350	^
Counterparty	Derivative Liabilities Subject to a MA		Derivative Available for Offset			Cash Collateral Pledged*			Security Collateral Pledged			Net Amount of Derivatives Liabilities
Exchange-Traded Derivatives:
Goldman Sachs & Co**	$	21,135	$	–0	–	$	(21,135	)	$	–0	–	$	–0	–
Total	$	21,135	$	–0	–	$	(21,135	)	$	–0	–	$	–0	–
OTC Derivatives:
Barclays Bank PLC	$	180,755	$	(24,497	)	$	–0	–	$	–0	–	$	156,258
BNP Paribas SA		353,976		(353,976	)		–0	–		–0	–		–0	–
Citibank		391,345		(366	)		–0	–		–0	–		390,979
Credit Suisse International		137,942		(8,066	)		–0	–		–0	–		129,876
Deutsche Bank AG		95,822		–0	–		–0	–		–0	–		95,822
Goldman Sachs Bank USA		259,639		–0	–		–0	–		–0	–		259,639
Morgan Stanley & Co., Inc.		282,768		(282,768	)		–0	–		–0	–		–0	–
Northern Trust Co.		145,319		–0	–		–0	–		–0	–		145,319
Royal Bank of Scotland PLC		12,720		(12,720	)		–0	–		–0	–		–0	–
Standard Chartered Bank		1,711,067		(1,277,050	)		–0	–		–0	–		434,017
State Street Bank & Trust Co.		668		(668	)		–0	–		–0	–		–0	–
UBS AG		94,311		(58,270	)		–0	–		–0	–		36,041
Total	$	3,666,332	$	(2,018,381	)	$	–0	–	$	–0	–	$	1,647,951	^

* The actual collateral received/pledged may be more than the amount reported due to overcollateralization.

** Cash has been posted for initial margin requirements for exchange traded derivatives outstanding at June 30, 2015.

^ Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees

19

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $3,632,738 and had received cash collateral which has been invested into AB Exchange Reserves of $3,872,366. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $295,640 and $9,628 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	10,877	$	242,655	$	249,660	$	3,872

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, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		254,196			371,734		$	3,694,993		$	5,495,507
Shares issued in reinvestment of dividends		–0	–		140,849			–0	–		1,959,658
Shares redeemed		(377,021	)		(697,255	)		(5,461,169	)		(10,349,606	)
Net decrease		(122,825	)		(184,672	)	$	(1,766,176	)	$	(2,894,441	)
Class B
Shares sold		2,290,190			3,108,865		$	32,788,621		$	45,153,950
Shares issued in reinvestment of dividends		–0	–		1,636,841			–0	–		22,620,339
Shares redeemed		(5,010,315	)		(8,876,905	)		(72,526,992	)		(130,814,957	)
Net decrease		(2,720,125	)		(4,131,199	)	$	(39,738,371	)	$	(63,040,668	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Emerging Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid, and because these investments may be subject to increased economic, political, regulatory and other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

20

AB 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 cause leverage tends to exaggerate the effect of any increase or decrease in the value of the Portfolio’s investments. The Portfolio may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	24,579,997	$	51,448,872
Total taxable distributions paid	$	24,579,997	$	51,448,872

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,472,199
Accumulated capital and other losses		(1,029,442,451	)(a)
Unrealized appreciation/(depreciation)		16,679,251	(b)
Total accumulated earnings/(deficit)	$	(1,011,291,001	)

(a) As of December 31, 2014, the Portfolio had a net capital loss carryforward of $1,029,442,451. During the fiscal year, the Portfolio utilized $69,211,043 of capital loss carryforwards to offset current year net realized gains.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of passive foreign investment companies (PFICs).

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

21

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

As of December 31, 2014, the Portfolio had a net capital loss carryforward of $1,029,442,451 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  41,335,504	n/a	2016
917,130,062	n/a	2017
50,169,345	n/a	2018
20,807,540	$–0–	No expiration

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.

22

INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$13.53			$14.99			$12.96			$11.50			$14.90			$14.70
Income From Investment Operations
Net investment income (a)		.21			.48			.33			.36			.36			.27
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.99			(1.40	)		2.59			1.31			(3.19	)		.39	†
Net increase (decrease) in net asset value from operations		1.20			(.92	)		2.92			1.67			(2.83	)		.66
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.54	)		(.89	)		(.21	)		(.56	)		(.46	)
Tax return of capital		–0	–		–0	–		–0	–		–0	–		(.01	)		–0	–
Total dividends and distributions		–0	–		(.54	)		(.89	)		(.21	)		(.57	)		(.46	)
Net asset value, end of period		$14.73			$13.53			$14.99			$12.96			$11.50			$14.90
Total Return
Total investment return based on net asset value (b)		8.87	%		(6.21	)%		23.00	%		14.53	%		(19.25	)%		4.59	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$53,185			$50,504			$58,723			$48,029			$62,003			$104,274
Ratio to average net assets of:
Expenses		.85	%^		.85	%		.82	%		.81	%		.82	%		.85	%+
Net investment income		2.91	%^		3.25	%		2.33	%		2.97	%		2.55	%		1.94	%+
Portfolio turnover rate		32	%		64	%		59	%		41	%		62	%		52	%

See footnote summary on page 24.

23

INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$13.41			$14.86			$12.84			$11.40			$14.77			$14.54
Income From Investment Operations
Net investment income (a)		.19			.45			.30			.32			.31			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.98			(1.40	)		2.56			1.29			(3.14	)		.38	†
Net increase (decrease) in net asset value from operations		1.17			(.95	)		2.86			1.61			(2.83	)		.62
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.50	)		(.84	)		(.17	)		(.53	)		(.39	)
Tax return of capital		–0	–		–0	–		–0	–		–0	–		(.01	)		–0	–
Total dividends and distributions		–0	–		(.50	)		(.84	)		(.17	)		(.54	)		(.39	)
Net asset value, end of period		$14.58			$13.41			$14.86			$12.84			$11.40			$14.77
Total Return
Total investment return based on net asset value (b)		8.72	%		(6.46	)%		22.73	%		14.19	%		(19.44	)%		4.30	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$630			$616			$744			$1,058			$1,033			$1,326
Ratio to average net assets of:
Expenses		1.10	%^		1.10	%		1.07	%		1.06	%		1.07	%		1.10	%+
Net investment income		2.65	%^		3.06	%		2.20	%		2.70	%		2.23	%		1.73	%+
Portfolio turnover rate.		32	%		64	%		59	%		41	%		62	%		52	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

† Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

24

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

Information Regarding the Review and Approval of the Portfolio’s Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB International Value Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

25

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB 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 2015 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, 2015 and (in the case of comparisons with the Index) the period since inception (May 2001 inception). The directors noted that the Portfolio was 1st out of 3 of the Performance Group and in the 2nd quintile of the Performance Universe for the 1-year period, 1st out of 3 of the Performance Group and in the 3rd quintile of the Performance Universe for the 3-year period, 3rd out of 3 of the Performance Group and in the 5th quintile of the Performance Universe for the 5-year period, 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 lagged the Index in all periods except in the period since inception. Based on their review, the directors concluded that the Portfolio’s recent performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 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 considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising 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

26

AB 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 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 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 AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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.

27

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB International Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F.2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($MIL)
International Value Portfolio	International	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$687.2

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

28

AB 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 $49,439 (0.007% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
International Value Portfolio	Class A    1.20%		0.85%	December 31
	Class B    1.45%		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

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

29

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

addition to the AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee	Portfolio Advisory Fee
International Value Portfolio	$687.2	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	0.429%		0.750	%

The Adviser also manages AB Trust, Inc.—International Value Fund (“International Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Value Portfolio	International Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2015 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, 2015.		0.875	%8		0.750	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2015 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.

8 The SCB Fund portfolio effective fee of 0.875% reflects the five basis points advisory fee waiver.

30

AB Variable Products Series Fund

Portfolio		Fee Schedule	Effective Sub- Adv. Fee		Portfolio Advisory Fee
International Value Portfolio	Client # 19,10	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%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that the sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹¹ 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.^12,13

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components, operating structure, and expense 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.

9 The client is an affiliate of the Adviser.

10 Assets are aggregated with other client portfolios for purposes of calculating the investment advisory fee.

11 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

12 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense 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.

13 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.

31

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

Portfolio	Contractual Management Fee14		Lipper EG Median (%)		Lipper EG Rank
International Value Portfolio15		0.750		0.829		4/10

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.¹⁶

Portfolio	Expense Ratio (%)17		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Value Portfolio18		0.845		0.883		4/10		0.941		6/25

Based on this analysis, the Portfolio has equally favorable rankings on a total expense ratio basis and on a contractual management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

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, 2014, ABI received $1,719,739 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $3,585,536 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

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. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

15 The Portfolio’s EG includes the Portfolio, three other VIP International Multi-Cap Value (“IMLV”) funds and six VIP International Multi-Cap Core (“IMLC”) funds.

16 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.

17 Most recently completed fiscal year end Class A total expense ratio.

18 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE, IFGE and IFCE funds, excluding outliers.

32

AB 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 $350,000 in 2014 and expects to pay approximately $400,000 in 2015 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.¹⁹

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market 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 AB 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.^20,21 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²² 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 AB 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.

19 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

20 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.

21 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.

22 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.

33

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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 $486 billion as of March 31, 2015, 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 Portfolio²³ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁴ for the periods ended February 28, 2015.²⁵

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Value Portfolio
1 year		–0.85		–8.06		–2.70		1/3		5/13
3 year		7.59		7.32		7.75		1/3		7/12
5 year		5.00		6.58		6.83		3/3		9/10
10 year		1.99		3.21		4.17		2/2		6/6

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmark.²⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁸

	Periods Ending February 28, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Value Portfolio	–	0.85		7.59		5.00		1.99		5.69		21.46		0.13		10
MSCI EAFE Index (Net)	–	0.03		9.41		7.78		4.84		4.96		18.10		0.27		10
Inception Date: May 10, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

23 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

24 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.

25 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 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, 2015.

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.

34

VPS-IV-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ LARGE CAP GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,076.80	$	4.27		0.83	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.68	$	4.16		0.83	%
Class B
Actual	$	1,000	$	1,075.60	$	5.56		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

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	29,669,535		6.6	%
Biogen, Inc.		18,449,959		4.1
UnitedHealth Group, Inc.		18,307,442		4.1
CVS Health Corp.		17,620,259		3.9
Facebook, Inc.—Class A		17,112,605		3.8
Walt Disney Co. (The)		15,911,116		3.5
Visa, Inc.—Class A		15,860,159		3.5
Home Depot, Inc. (The)		15,286,043		3.4
Intuitive Surgical, Inc.		13,781,602		3.1
Google, Inc.		13,777,058		3.1
	$	175,775,778		39.1	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Consumer Discretionary	$	108,387,625		24.1	%
Technology		101,014,895		22.4
Health Care		79,144,455		17.6
Producer Durables		49,763,426		11.1
Consumer Staples		34,879,789		7.7
Financial Services		31,828,550		7.1
Materials & Processing		6,871,465		1.5
Utilities		6,131,841		1.4
Short-Term Investments		31,971,620		7.1
Total Investments	$	449,993,666		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 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 www.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, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–92.9%
CONSUMER DISCRETIONARY–24.1%
AUTO PARTS–1.2%
Mobileye NV(a)(b)		103,256	$	5,490,121
CABLE TELEVISION SERVICES–3.0%
Comcast Corp.–Class A		223,190		13,422,647
COSMETICS–1.2%
Estee Lauder Cos., Inc. (The)–Class A		61,390		5,320,057
DIVERSIFIED RETAIL–2.7%
Costco Wholesale Corp.		60,920		8,227,855
Dollar Tree, Inc.(a)		49,650		3,921,854
				12,149,709
ENTERTAINMENT–3.5%
Walt Disney Co. (The)		139,400		15,911,116
LEISURE TIME–1.9%
Priceline Group, Inc. (The)(a)		7,310		8,416,515
PHOTOGRAPHY–0.3%
GoPro, Inc.–Class A(a)(b)		28,726		1,514,435
RESTAURANTS–2.4%
Starbucks Corp.		198,970		10,667,777
SPECIALTY RETAIL–5.1%
Home Depot, Inc. (The)		137,551		15,286,043
O’Reilly Automotive, Inc.(a)		17,440		3,941,091
Ulta Salon Cosmetics & Fragrance, Inc.(a)		24,970		3,856,616
				23,083,750
TEXTILES, APPAREL & SHOES–2.8%
NIKE, Inc.–Class B		114,900		12,411,498
				108,387,625
TECHNOLOGY–22.4%
COMPUTER SERVICES, SOFTWARE & SYSTEMS–11.7%
ANSYS, Inc.(a)		70,822		6,461,799
Aspen Technology, Inc.(a)		40,381		1,839,355
F5 Networks, Inc.(a)		29,200		3,514,220
Facebook, Inc.–Class A(a)		199,529		17,112,605
Google, Inc.–Class A(a)		6,380		3,445,455
Google, Inc.–Class C(a)		19,849		10,331,603
LinkedIn Corp.–Class A(a)		7,710		1,593,117
ServiceNow, Inc.(a)		45,401		3,373,748
Twitter, Inc.(a)		132,790		4,809,654
				52,481,556
COMPUTER TECHNOLOGY–6.6%
Apple, Inc.		236,552		29,669,535
ELECTRONIC COMPONENTS–1.2%
Amphenol Corp.–Class A		97,254		5,637,814

Company	Shares		U.S. $ Value
SEMICONDUCTORS & COMPONENT–2.9%
Altera Corp.		72,940	$	3,734,528
Linear Technology Corp.		134,016		5,927,528
NVIDIA Corp.		177,222		3,563,934
				13,225,990
				101,014,895
HEALTH CARE–17.6%
BIOTECHNOLOGY–4.1%
Biogen, Inc.(a)		45,675		18,449,959
HEALTH CARE MANAGEMENT SERVICES–4.1%
UnitedHealth Group, Inc.		150,061		18,307,442
HEALTH CARE SERVICES–0.8%
Premier, Inc.–Class A(a)		94,495		3,634,278
HEALTH CARE: MISC.–0.8%
Quintiles Transnational Holdings, Inc.(a)		48,798		3,543,223
MEDICAL & DENTAL INSTRUMENTS & SUPPLIES–0.8%
Align Technology, Inc.(a)		56,874		3,566,569
MEDICAL EQUIPMENT–4.5%
Illumina, Inc.(a)		28,936		6,318,465
Intuitive Surgical, Inc.(a)		28,445		13,781,602
				20,100,067
PHARMACEUTICALS–2.5%
Gilead Sciences, Inc.		98,590		11,542,917
				79,144,455
PRODUCER DURABLES–11.1%
AEROSPACE–1.9%
Rockwell Collins, Inc.		90,860		8,390,921
AIR TRANSPORT–0.9%
Alaska Air Group, Inc.		60,626		3,906,133
BACK OFFICE SUPPORT, HR & CONSULTING–0.6%
Robert Half International, Inc.		47,180		2,618,490
DIVERSIFIED MANUFACTURING OPERATIONS–1.7%
Danaher Corp.		88,602		7,583,445
RAILROAD EQUIPMENT–1.4%
Wabtec Corp./DE		65,980		6,217,955
SCIENTIFIC INSTRUMENTS: CONTROL & FILTER–1.4%
Pall Corp.		52,550		6,539,848
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.4%
AMETEK, Inc.		116,181		6,364,395

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
SCIENTIFIC INSTRUMENTS: GAUGES & METERS–0.9%
Mettler-Toledo International, Inc.(a)		12,575	$	4,293,860
TRUCKERS–0.9%
JB Hunt Transport Services, Inc.		46,880		3,848,379
				49,763,426
CONSUMER STAPLES–7.7%
BEVERAGE: SOFT DRINKS–2.1%
Monster Beverage Corp.(a)		71,406		9,569,832
DRUG & GROCERY STORE CHAINS–3.9%
CVS Health Corp.		168,004		17,620,259
FOODS–0.8%
Mead Johnson Nutrition Co.–Class A		38,740		3,495,123
TOBACCO–0.9%
Philip Morris International, Inc.		52,321		4,194,575
				34,879,789
FINANCIAL SERVICES–7.1%
ASSET MANAGEMENT & CUSTODIAN–2.1%
Affiliated Managers Group, Inc.(a)		23,797		5,202,024
BlackRock, Inc.–Class A		12,000		4,151,760
				9,353,784
FINANCIAL DATA & SYSTEMS–3.5%
Visa, Inc.–Class A		236,190		15,860,159
SECURITIES BROKERAGE & SERVICES–1.5%
Intercontinental Exchange, Inc.		29,581		6,614,607
				31,828,550
MATERIALS & PROCESSING–1.5%
BUILDING MATERIALS–0.9%
Acuity Brands, Inc.		23,330		4,198,934
FERTILIZERS–0.6%
Monsanto Co.		25,073		2,672,531
				6,871,465
UTILITIES–1.4%
UTILITIES: TELECOMMUNICATIONS–1.4%
Level 3 Communications, Inc.(a)		116,420		6,131,841
Total Common Stocks (cost $316,537,719)				418,022,046

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–7.1%
TIME DEPOSIT–7.1%
State Street Time Deposit 0.01%, 7/01/15 (cost $31,971,620)	$	31,972	$	31,971,620
	Shares
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–100.0% (cost $348,509,339)				449,993,666
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.7%
INVESTMENT COMPANIES–0.7%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $2,852,852)		2,852,852		2,852,852
TOTAL INVESTMENTS–100.7% (cost $351,362,191)				452,846,518
Other assets less liabilities–(0.7)%				(2,929,573	)
NET ASSETS–100.0%			$	449,916,945

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

(d) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $348,509,339)	$	449,993,666	(a)
Affiliated issuers (cost $2,852,852—investment of cash collateral for securities loaned)		2,852,852
Receivable for investment securities sold		5,152,656
Dividends and interest receivable		195,277
Receivable for capital stock sold		51,284
Total assets		458,245,735
LIABILITIES
Payable for investment securities purchased		4,682,142
Payable for collateral received on securities loaned		2,852,852
Payable for capital stock redeemed		325,175
Advisory fee payable		279,593
Distribution fee payable		52,535
Administrative fee payable		10,173
Transfer Agent fee payable		107
Accrued expenses		126,213
Total liabilities		8,328,790
NET ASSETS	$	449,916,945
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,710
Additional paid-in capital		277,824,095
Accumulated net investment loss		(86,787	)
Accumulated net realized gain on investment transactions		70,686,600
Net unrealized appreciation on investments		101,484,327
	$	449,916,945

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	196,159,835		3,730,760	$	52.58
B	$	253,757,110		4,979,491	$	50.96

(a) Includes securities on loan with a value of $2,808,942 (see Note E).

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	2,021,624
Affiliated issuers		1,634
Interest		2,111
Securities lending income		49,826
		2,075,195
EXPENSES
Advisory fee (see Note B)		1,666,442
Distribution fee—Class B		312,900
Transfer agency—Class A		2,427
Transfer agency—Class B		3,132
Custodian		57,765
Printing		46,360
Administrative		25,384
Audit and tax		18,751
Legal		14,064
Directors’ fees		8,320
Miscellaneous		6,437
Total expenses		2,161,982
Net investment loss		(86,787	)
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		30,830,052
Net change in unrealized appreciation/depreciation of investments		1,851,079
Net gain on investment transactions		32,681,131
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	32,594,344

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(86,787	)	$	(414,781	)
Net realized gain on investment transactions		30,830,052			69,922,926
Net change in unrealized appreciation/depreciation of investments		1,851,079			(15,610,530	)
Net increase in net assets from operations		32,594,344			53,897,615
CAPITAL STOCK TRANSACTIONS
Net decrease		(9,749,149	)		(47,664,357	)
Total increase		22,845,195			6,233,258
NET ASSETS
Beginning of period		427,071,750			420,838,492
End of period (including accumulated net investment loss of ($86,787) and $0, respectively)	$	449,916,945		$	427,071,750

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Large Cap Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Large Cap Growth Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

8

AB Variable Products Series Fund

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, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

418,022,046

$

–0

–

$

–0

–

$

418,022,046

Short-Term Investments

–0

–

31,971,620

–0

–

31,971,620

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

2,852,852

–0

–

–0

–

2,852,852

Total Investments in Securities

420,874,898

31,971,620

–0

–

452,846,518

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

420,874,898

$

31,971,620

$

–0

–

$

452,846,518

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

10

AB Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $114,480, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	139,442,701		$	150,115,687
U.S. government securities		–0	–		–0	–

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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	$	103,953,857
Gross unrealized depreciation		(2,469,530	)
Net unrealized appreciation	$	101,484,327

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, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $2,808,942 and had received cash collateral which has been invested into AB Exchange Reserves of $2,852,852. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $49,826 and $1,634 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	0	$	46,075	$	43,222	$	2,853

12

AB Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		124,755			111,041		$	6,435,411		$	5,139,702
Shares redeemed		(277,326	)		(680,255	)		(14,227,281	)		(30,222,644	)
Net decrease		(152,571	)		(569,214	)	$	(7,791,870	)	$	(25,082,942	)
Class B
Shares sold		394,193			414,540		$	19,269,484		$	18,012,375
Shares redeemed		(425,857	)		(937,930	)		(21,226,763	)		(40,593,790	)
Net decrease		(31,664	)		(523,390	)	$	(1,957,279	)	$	(22,581,415	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s NAV.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014			2013
Distributions paid from:
Ordinary income	$	–0	–	$	127,070
Total taxable distributions paid	$	–0	–	$	127,070

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	40,254,959
Accumulated capital and other losses		–0	–(a)
Unrealized appreciation/(depreciation)		99,234,837	(b)
Total accumulated earnings/(deficit)	$	139,489,796

(a) During the fiscal year ended December 31, 2014, the Portfolio utilized $29,472,855 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

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	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$48.83			$42.78			$31.17			$26.86			$27.79			$25.36
Income From Investment Operations
Net investment income (loss) (a)		.03			.02			(.04	)		.05			.09			.07
Net realized and unrealized gain (loss) on investment transactions		3.72			6.03			11.68			4.35			(.93	)		2.48
Net increase (decrease) in net asset value from operations		3.75			6.05			11.64			4.40			(.84	)		2.55
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.03	)		(.09	)		(.09	)		(.12	)
Net asset value, end of period		$52.58			$48.83			$42.78			$31.17			$26.86			$27.79
Total Return
Total investment return based on net asset value (b)*		7.68	%		14.14	%		37.35	%		16.39	%		(3.04	)%		10.10	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$196,160			$189,620			$190,488			$160,226			$166,654			$200,977
Ratio to average net assets of:
Expenses		.83	%^		.83	%		.85	%		.86	%		.84	%		.85	%+
Net investment income (loss)		.10	%^		.04	%		(.11	)%		.18	%		.33	%		.29	%+
Portfolio turnover rate		34	%		65	%		60	%		94	%		89	%		105	%

See footnote summary on page 16.

15

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$47.38			$41.62			$30.38			$26.17			$27.08			$24.72
Income From Investment Operations
Net investment income (loss) (a)		(.04	)		(.09	)		(.13	)		(.02	)		.02			.01
Net realized and unrealized gain (loss) on investment transactions		3.62			5.85			11.37			4.24			(.91	)		2.42
Net increase (decrease) in net asset value from operations		3.58			5.76			11.24			4.22			(.89	)		2.43
Less: Dividends
Dividends from net investment income		–0	–		–0	–		–0	–		(.01	)		(.02	)		(.07	)
Net asset value, end of period		$50.96			$47.38			$41.62			$30.38			$26.17			$27.08
Total Return
Total investment return based on net asset value (b)*		7.56	%		13.84	%		37.00	%		16.12	%		(3.27	)%		9.83	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$253,757			$237,452			$230,350			$190,896			$194,729			$223,520
Ratio to average net assets of:
Expenses		1.08	%^		1.08	%		1.10	%		1.11	%		1.09	%		1.10	%+
Net investment income (loss)		(.15	)%^		(.21	)%		(.36	)%		(.07	)%		.08	%		.04	%+
Portfolio turnover rate		34	%		65	%		60	%		94	%		89	%		105	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2013, December 31, 2012, December 31, 2011 and December 31, 2010 by 0.01%, 0.02%, 0.10%, 0.95%, 0.46% and 0.58%, respectively.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

16

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Large Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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.

17

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB 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 2015 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, 2015 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 1st quintile of the Performance Group and the Performance Universe for the 1- and 3-year periods, and in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 5- and 10-year periods. The Portfolio lagged the Index in the 5- and 10-year periods and outperformed it in all other periods. 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 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 was higher than the Expense Group median.

The directors also considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising 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 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

18

AB 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 the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($MIL)
Large Cap Growth Portfolio	Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$455.0

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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

AB 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 $48,204 (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    0.83% Class B    1.08%	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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	$	455.0	U.S. Large Cap Growth Schedule 0.80% on first $25m		0.321	%		0.750	%
			0.50% on the next $25m
			0.40% on the next $50m
			0.30% on the next $100m
			0.25% on the balance
			Minimum account size $25m

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

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

The Adviser also manages AB Large Cap Growth Fund, Inc. (“Large Cap Growth Fund, Inc.), retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Large Cap Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	Large Cap Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750	%		0.750	%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the fees set forth for American Growth Portfolio, a Luxembourg fund that has a somewhat similar investment style as the Portfolio.

Portfolio	Fee7
American Growth Portfolio
Class A		1.50	%
Class I (Institutional)		0.70	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2015 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		0.272	%		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 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

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

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.

22

AB Variable Products Series Fund

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, operating structure, and expense 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		7/14

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.¹²

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Large Cap Growth Portfolio		0.832		0.796		12/14		0.790		44/63

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

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.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

23

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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, 2014, ABI, an affiliate of the Adviser, received $571,201 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $1,154,489 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market 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 AB 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

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

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.

24

AB Variable Products Series Fund

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 AB 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 $486 billion as of March 31, 2015, 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, 2015.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Large Cap Growth Portfolio
1 year		18.74		11.96		13.00		2/14		6/82
3 year		19.74		16.53		17.52		1/14		9/82
5 year		16.25		15.44		15.85		5/14		34/73
10 year		8.78		8.45		8.74		5/13		32/64

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Large Cap Growth Portfolio		18.74		19.74		16.25		8.78		9.81		16.32		0.50		10
Russell 1000 Growth Index		16.24		18.05		17.21		9.28		8.99		15.03		0.56		10
Inception Date: June 26, 1992

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.

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, 2015.

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.

25

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

26

VPS-LCG-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ REAL ESTATE INVESTMENT PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

REAL ESTATE INVESTMENT PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	937.00	$	4.95		1.03	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.69	$	5.16		1.03	%
Class B
Actual	$	1,000	$	936.30	$	6.15		1.28	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.45	$	6.41		1.28	%

* 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, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	3,392,922		7.0	%
Crown Castle International Corp.		2,632,234		5.4
American Tower Corp.		1,768,778		3.6
HCP, Inc.		1,481,047		3.0
AvalonBay Communities, Inc.		1,322,125		2.7
Essex Property Trust, Inc.		1,260,125		2.6
Public Storage		1,093,314		2.2
LTC Properties, Inc.		1,087,008		2.2
Mid-America Apartment Communities, Inc.		1,069,579		2.2
Extra Space Storage, Inc.		1,044,825		2.1
	$	16,151,957		33.0	%

INDUSTRY BREAKDOWN^†

June 30, 2015 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	11,328,806		23.2	%
Multi-Family		5,788,311		11.8
Regional Mall		5,405,127		11.1
Health Care		4,696,151		9.6
Lodging		4,585,200		9.4
Self Storage		3,836,803		7.8
Office		3,749,710		7.7
Shopping Center/Other Retail		2,926,533		6.0
Industrial Warehouse Distribution		2,896,395		5.9
Triple Net		2,224,902		4.6
Mortgage		884,476		1.8
Financial: Other		380,578		0.8
Short-Term Investments		146,063		0.3
Total Investments	$	48,849,055		100.0	%

* Long-term investments.

† The Portfolio’s industry breakdown is expressed as a percentage of total investments (excluding security lending) and may vary over time.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

2

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.6%
EQUITY: OTHER–37.3%
DIVERSIFIED/SPECIALTY–23.2%
American Realty Capital Properties, Inc.		45,610	$	370,809
American Tower Corp.		18,960		1,768,778
BioMed Realty Trust, Inc.		16,460		318,336
CBRE Group, Inc.–Class A(a)		13,470		498,390
Chambers Street Properties		31,810		252,890
ClubCorp Holdings, Inc.		25,834		616,916
Crown Castle International Corp.		32,780		2,632,234
Digital Realty Trust, Inc.(b)		4,650		310,062
Duke Realty Corp.		42,450		788,296
Equinix, Inc.		1,490		378,460
Gramercy Property Trust, Inc.		42,088		983,597
Kennedy-Wilson Holdings, Inc.		10,590		260,408
Lexington Realty Trust(b)		43,900		372,272
Rayonier, Inc.		10,120		258,566
Spirit Realty Capital, Inc.		95,019		918,834
Vornado Realty Trust		6,320		599,958
				11,328,806
HEALTH CARE–9.6%
HCP, Inc.		40,610		1,481,047
Health Care REIT, Inc.		14,551		954,982
LTC Properties, Inc.		26,130		1,087,008
Senior Housing Properties Trust		20,710		363,460
Ventas, Inc.		13,040		809,654
				4,696,151
TRIPLE NET–4.5%
EPR Properties		3,970		217,477
National Retail Properties, Inc.		29,140		1,020,191
Realty Income Corp.(b)		22,240		987,234
				2,224,902
				18,249,859
RESIDENTIAL–19.7%
MULTI-FAMILY–11.8%
Apartment Investment & Management Co.–Class A		8,030		296,548
AvalonBay Communities, Inc.		8,270		1,322,125
Equity Residential		12,260		860,284
Essex Property Trust, Inc.		5,930		1,260,125
Mid-America Apartment Communities, Inc.		14,690		1,069,579
Sun Communities, Inc.		12,275		758,963
TRI Pointe Homes, Inc.(a)		14,424		220,687
				5,788,311
SELF STORAGE–7.9%
CubeSmart		43,050		997,038
Extra Space Storage, Inc.		16,020		1,044,825
National Storage Affiliates Trust		39,411		488,696
Public Storage		5,930		1,093,314
Sovran Self Storage, Inc.		2,450		212,930
				3,836,803
				9,625,114
RETAIL–17.0%
REGIONAL MALL–11.0%
General Growth Properties, Inc.		16,470	$	422,620
Pennsylvania Real Estate Investment Trust		38,880		829,699
Simon Property Group, Inc.		19,610		3,392,922
WP GLIMCHER, Inc.		56,163		759,886
				5,405,127
SHOPPING CENTER/OTHER RETAIL–6.0%
DDR Corp.		52,933		818,344
Kite Realty Group Trust		15,386		376,495
Ramco-Gershenson Properties Trust		49,571		808,999
Retail Opportunity Investments Corp.		45,400		709,148
Retail Properties of America, Inc.–Class A		15,330		213,547
				2,926,533
				8,331,660
LODGING–9.4%
LODGING–9.4%
Ashford Hospitality Trust, Inc.		50,509		427,306
Ashford, Inc.(a)		769		67,111
Chesapeake Lodging Trust		12,190		371,551
Host Hotels & Resorts, Inc.		10,170		201,671
Pebblebrook Hotel Trust		15,930		683,078
RLJ Lodging Trust		32,930		980,655
Starwood Hotels & Resorts Worldwide, Inc.		6,100		494,649
Summit Hotel Properties, Inc.		28,480		370,525
Wyndham Worldwide Corp.		12,070		988,654
				4,585,200
OFFICE–7.7%
OFFICE–7.7%
Boston Properties, Inc.		8,279		1,002,090
Corporate Office Properties Trust		6,860		161,484
Cousins Properties, Inc.		61,260		635,879
Government Properties Income Trust(b)		6,530		121,132
Highwoods Properties, Inc.		24,040		960,398
Hudson Pacific Properties, Inc.		21,840		619,601
Kilroy Realty Corp.		3,710		249,126
				3,749,710
INDUSTRIALS–5.9%
INDUSTRIAL WAREHOUSE DISTRIBUTION–5.9%
DCT Industrial Trust, Inc.		17,780		559,003
Granite Real Estate Investment Trust		21,300		727,182
Prologis, Inc.		28,162		1,044,810
STAG Industrial, Inc.		28,270		565,400
				2,896,395

3

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
MORTGAGE–1.8%
MORTGAGE–1.8%
Blackstone Mortgage Trust, Inc.–Class A		17,080	$	475,166
First American Financial Corp.		11,000		409,310
				884,476
FINANCIAL: OTHER–0.8%
FINANCIAL: OTHER–0.8%
HFF, Inc.–Class A (cost $281,607)		9,120		380,578
Total Common Stocks (cost $45,572,914)				48,702,992
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.3%
TIME DEPOSIT–0.3%
State Street Time Deposit 0.01%, 7/01/15 (cost $146,063)	$	146		146,063
Total Investments Before Security Lending Collateral for Securities Loaned–99.9% (cost $45,718,977)				48,849,055
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–3.7%
INVESTMENT COMPANIES–3.7%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $1,834,460)		1,834,460	$	1,834,460
TOTAL INVESTMENTS–103.6% (cost $47,553,437)				50,683,515
Other assets less liabilities–(3.6)%				(1,768,434	)
NET ASSETS–100.0%			$	48,915,081

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $45,718,977)	$	48,849,055	(a)
Affiliated issuers (cost $1,834,460—investment of cash collateral for securities loaned)		1,834,460
Foreign currencies, at value (cost $8,632)		8,473
Receivable for investment securities sold		363,120
Dividends and interest receivable		184,163
Receivable for capital stock sold		18,574
Total assets		51,257,845
LIABILITIES
Payable for collateral received on securities loaned		1,834,460
Payable for investment securities purchased		369,966
Payable for capital stock redeemed		32,072
Advisory fee payable		22,742
Administrative fee payable		10,173
Distribution fee payable		2,744
Transfer Agent fee payable		107
Accrued expenses		70,500
Total liabilities		2,342,764
NET ASSETS	$	48,915,081
COMPOSITION OF NET ASSETS
Capital stock, at par	$	5,213
Additional paid-in capital		37,591,005
Undistributed net investment income		1,497,523
Accumulated net realized gain on investment and foreign currency transactions		6,691,445
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		3,129,895
	$	48,915,081

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	35,862,596		3,826,569	$	9.37
B	$	13,052,485		1,386,496	$	9.41

(a) Includes securities on loan with a value of $1,790,699 (see Note E).

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $4,334)	$	933,633
Affiliated issuers		126
Interest		51
Securities lending income		885
		934,695
EXPENSES
Advisory fee (see Note B)		144,451
Distribution fee—Class B		17,084
Transfer agency—Class A		2,156
Transfer agency—Class B		759
Custodian		35,789
Administrative		25,384
Audit and tax		24,464
Legal		14,489
Printing		13,145
Directors’ fees		8,320
Miscellaneous		2,578
Total expenses		288,619
Net investment income		646,076
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		2,524,689
Foreign currency transactions		(356	)
Net change in unrealized appreciation/depreciation of:
Investments		(6,523,668	)
Foreign currency denominated assets and liabilities		(4	)
Net loss on investment and foreign currency transactions		(3,999,339	)
NET DECREASE IN NET ASSETS FROM OPERATIONS	$	(3,353,263	)

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	646,076		$	578,687
Net realized gain on investment transactions and foreign currency transactions		2,524,333			4,591,253
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(6,523,672	)		5,670,576
Net increase (decrease) in net assets from operations		(3,353,263	)		10,840,516
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,029,793	)
Class B		–0	–		(330,126	)
Net realized gain on investment transactions
Class A		–0	–		(9,231,652	)
Class B		–0	–		(3,268,192	)
CAPITAL STOCK TRANSACTIONS
Net increase		964,165			10,353,385
Total increase (decrease)		(2,389,098	)		7,334,138
NET ASSETS
Beginning of period		51,304,179			43,970,041
End of period (including undistributed net investment income of $1,497,523 and $851,447, respectively)	$	48,915,081		$	51,304,179

See notes to financial statements.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Real Estate Investment Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Real Estate Investment Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

8

AB Variable Products Series Fund

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, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

48,702,992

$

–0

–

$

–0

–

$

48,702,992

Short-Term Investments

–0

–

146,063

–0

–

146,063

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,834,460

–0

–

–0

–

1,834,460

Total Investments in Securities

50,537,452

146,063

–0

–

50,683,515

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

50,537,452

$

146,063

$

–0

–

$

50,683,515

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

9

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

10

AB Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .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, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $45,908, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	22,627,533		$	20,678,970
U.S. government securities		–0	–		–0	–

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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	$	5,256,790
Gross unrealized depreciation		(2,126,712	)
Net unrealized appreciation	$	3,130,078

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, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $1,790,699 and had received cash collateral which has been invested into AB Exchange Reserves of $1,834,460. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $885 and $126 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	1,171	$	11,996	$	11,333	$	1,834

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AB Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		490,014			819,892		$	4,993,668		$	9,215,751
Shares issued in reinvestment of dividends and distributions		–0	–		1,109,346			–0	–		10,261,445
Shares redeemed		(464,751	)		(953,168	)		(4,682,188	)		(10,761,136	)
Net increase		25,263			976,070		$	311,480		$	8,716,060
Class B
Shares sold		193,201			141,177		$	1,964,575		$	1,518,552
Shares issued in reinvestment of dividends and distributions		–0	–		386,500			–0	–		3,598,318
Shares redeemed		(129,577	)		(309,798	)		(1,311,890	)		(3,479,545	)
Net increase		63,624			217,879		$	652,685		$	1,637,325

NOTE G: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

Interest Rate Risk and Credit Risk—Interest rate risk is the risk that changes in interest rates will affect the value of the Portfolio’s investments in fixed-income debt securities such as bonds or notes. Increases in interest rates may cause the value of the Portfolio’s investments to decline. Credit risk is the risk that the issuer or guarantor of a debt security, or the counterparty to a derivative contract, will be unable or unwilling to make timely principal and/or interest payments, or to otherwise honor its obligations. The degree of risk for a particular security may be reflected in its credit rating. Credit risk is greater for medium quality and lower-rated securities. Lower-rated debt securities and similar unrated securities (commonly known as “junk bonds”) have speculative elements or are predominantly speculative risks.

Real Estate Risk—The Portfolio’s investments in the real estate market have many of the same risks as direct ownership of real estate, including the risk that the value of real estate could decline due to a variety of factors that affect the real estate market generally. Investments in real estate investment trusts, or “REITs”, may have additional risks. REITs are dependent on the capability of their managers, may have limited diversification, and could be significantly affected by changes in tax laws.

Prepayment Risk—The value of mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early payments of principal on some mortgage-related securities may occur during periods of falling mortgage interest rates and expose the Portfolio to a lower rate of return upon reinvestment of principal. Early payments associated with mortgage-related securities cause these securities to experience significantly greater price and yield volatility than is experienced by traditional fixed-income securities. During periods of rising interest rates, a reduction in prepayments may increase the effective life of mortgage-related securities, subjecting them to greater risk of decline in market value in response to rising interest rates. If the life of a mortgage-related security is inaccurately predicted, the Portfolio may not be able to realize the rate of return it expected.

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REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB 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 contracts or by borrowing money. The use of derivative instruments by the Portfolio, such as forwards, futures, options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Portfolio than if the Portfolio were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	3,854,873	$	3,797,777
Net long-term capital gains		10,004,890		6,444,036
Total taxable distributions paid	$	13,859,763	$	10,241,813

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	979,403
Undistributed capital gains		4,060,902
Unrealized appreciation/(depreciation)		9,631,820	(a)
Total accumulated earnings/(deficit)	$	14,672,125

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and the tax treatment of partnership investments.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

14

AB Variable Products Series Fund

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six  Months Ended June 30,  2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$10.00			$11.18			$12.25			$11.58			$12.02			$9.64
Income From Investment Operations
Net investment income (a)		.13			.14			.24			.18			.11			.23
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.76	)		2.39			.24			2.21			1.02			2.30
Net increase (decrease) in net asset value from operations		(.63	)		2.53			.48			2.39			1.13			2.53
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.37	)		(.20	)		(.15	)		(.18	)		(.15	)
Distributions from net realized gain on investment transactions		–0	–		(3.34	)		(1.35	)		(1.57	)		(1.39	)		–0	–
Total dividends and distributions		–0	–		(3.71	)		(1.55	)		(1.72	)		(1.57	)		(.15	)
Net asset value, end of period		$9.37			$10.00			$11.18			$12.25			$11.58			$12.02
Total Return
Total investment return based on net asset value (b)		(6.30	)%		25.35	%		4.20	%		21.19	%		9.03	%*		26.34	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$35,863			$38,003			$31,576			$70,048			$63,093			$66,493
Ratio to average net assets of:
Expenses		1.03	%^		1.08	%		.86	%		.84	%		.88	%		.87	%+
Net investment income		2.52	%^		1.26	%		1.92	%		1.49	%		.91	%		2.15	%+
Portfolio turnover rate		40	%		67	%		98	%		110	%		114	%		132	%

See footnote summary on page 17.

16

AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30,  2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$10.05			$11.22			$12.28			$11.61			$12.05			$9.67
Income From Investment Operations
Net investment income (a)		.11			.11			.27			.15			.08			.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.75	)		2.40			.18			2.20			1.02			2.31
Net increase (decrease) in net asset value from operations		(.64	)		2.51			.45			2.35			1.10			2.51
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.34	)		(.16	)		(.11	)		(.15	)		(.13	)
Distributions from net realized gain on investment transactions		–0	–		(3.34	)		(1.35	)		(1.57	)		(1.39	)		–0	–
Total dividends and distributions		–0	–		(3.68	)		(1.51	)		(1.68	)		(1.54	)		(.13	)
Net asset value, end of period		$9.41			$10.05			$11.22			$12.28			$11.61			$12.05
Total Return
Total investment return based on net asset value (b)		(6.37	)%		24.96	%		3.97	%		20.83	%		8.75	%*		26.05	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$13,052			$13,301			$12,394			$13,568			$13,536			$14,479
Ratio to average net assets of:
Expenses		1.28	%^		1.33	%		1.15	%		1.10	%		1.13	%		1.13	%+
Net investment income		2.29	%^		1.03	%		2.13	%		1.19	%		.64	%		1.89	%+
Portfolio turnover rate		40	%		67	%		98	%		110	%		114	%		132	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2011 by 0.06%.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

Information Regarding the Review and Approval of the Portfolio’s Advisory Agreement

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Real Estate Investment Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

18

AB Variable Products Series Fund

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. At the May 2015 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, 2015 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 5th 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- 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 FTSE NAREIT Equity REIT Index in all periods except the 10-year period and the period since inception. It outperformed the S&P Index in all periods except the 3-year period. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance in the 1-year period, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 10.1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at the same rate but the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate higher than the rate at the same asset level provided in the Portfolio’s Advisory Agreement (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 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.

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REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB 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 comparable 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 the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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.

20

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($ MIL)
Real Estate Investment Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$54.2

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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 $48,434 (0.101% 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    1.08%	December 31
	Class B    1.33%

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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Real Estate Investment Portfolio	$54.2	U.S. REIT Schedule 0.55% on first $25m 0.45% on next $25m 0.40% the balance Minimum account size $25m		0.492	%		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.

22

AB Variable Products Series Fund

The Adviser also manages AB Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a somewhat investment style as the Portfolio. Set forth below are the fee schedule of Global Real Estate Investment Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Real Estate Investment Portfolio7	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁸

Fund	Fee9
Global Real Estate Securities Portfolio
Class A		1.50	%
Class I (Institutional)		0.70	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^11,12

6 The Portfolio’s investment guidelines are more restrictive than that of AB 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 AB 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.

23

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Real Estate Investment Portfolio		0.550		0.800		3/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁴

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Real Estate Investment Portfolio		1.083		0.910		13/13		0.845		16/16

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2014, relative to 2013.

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, 2014, ABI received $32,008 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $64,920 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

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.

24

AB 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 $350,000 in 2014 and expects to pay approximately $400,000 in 2015 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 did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market 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 AB 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

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

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.

25

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

the advisory fees of the AB 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 $486 billion as of March 31, 2015, 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, 2015.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Real Estate Investment Portfolio
1 year		19.62		23.38		23.38		13/13		17/17
3 year		14.91		15.03		15.11		9/12		12/16
5 year		17.21		17.65		17.65		8/12		12/16
10 year		9.86		9.31		9.36		3/11		5/14

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Real Estate Investment Portfolio		19.62		14.91		17.21		9.86		10.55		24.22		0.45		10
FTSE NAREIT Equity REIT Index26		21.88		15.47		17.62		9.26		10.18		25.16		0.42		10
S&P 500 Stock Index		15.51		18.00		16.18		7.99		7.76		N/A		N/A		10
Inception Date: January 9, 1997

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2015.

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.

26

VPS-REI-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS SERIES FUND, INC.

+ SMALL CAP GROWTH PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,101.10	$	5.99		1.15	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.09	$	5.76		1.15	%
Class B
Actual	$	1,000	$	1,099.50	$	7.08		1.36	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.05	$	6.80		1.36	%

* 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, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Acadia Healthcare Co., Inc.	$	1,154,898		2.0	%
Pool Corp.		1,046,173		1.8
Team Health Holdings, Inc.		1,016,469		1.7
PolyOne Corp.		988,729		1.7
Middleby Corp. (The)		979,319		1.7
Proofpoint, Inc.		978,353		1.7
Dealertrack Technologies, Inc.		961,817		1.6
Dycom Industries, Inc.		930,595		1.6
DexCom, Inc.		914,251		1.6
Carlisle Cos., Inc.		911,593		1.6
	$	9,882,197		17.0	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	17,790,913		30.9	%
Health Care		14,674,720		25.5
Industrials		8,318,599		14.4
Consumer Discretionary		7,388,891		12.8
Financials		3,798,871		6.6
Consumer Staples		1,870,434		3.2
Materials		1,417,818		2.5
Energy		1,381,976		2.4
Telecommunication Services		702,620		1.2
Short-Term Investments		271,695		0.5
Total Investments	$	57,616,537		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, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.8%
INFORMATION TECHNOLOGY–30.7%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.3%
Zebra Technologies Corp.–Class A(a)		6,596	$	732,486
INTERNET SOFTWARE & SERVICES–7.9%
Cimpress NV(a)(b)		8,996		757,103
CoStar Group, Inc.(a)		3,820		768,813
Dealertrack Technologies, Inc.(a)		15,318		961,817
Demandware, Inc.(a)(b)		5,280		375,303
GrubHub, Inc.(a)		12,940		440,866
HomeAway, Inc.(a)		13,955		434,280
Pandora Media, Inc.(a)		18,506		287,583
Shutterstock, Inc.(a)(b)		9,908		581,005
				4,606,770
IT SERVICES–0.7%
VeriFone Systems, Inc.(a)		12,498		424,432
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.4%
Cavium, Inc.(a)		9,844		677,365
Intersil Corp.–Class A		24,398		305,219
Mellanox Technologies Ltd.(a)		9,203		447,174
Monolithic Power Systems, Inc.		12,231		620,234
Silicon Laboratories, Inc.(a)		14,344		774,719
Synaptics, Inc.(a)		9,948		862,840
				3,687,551
SOFTWARE–14.4%
Aspen Technology, Inc.(a)		14,813		674,732
Blackbaud, Inc.		15,268		869,513
Fortinet, Inc.(a)		19,027		786,386
Guidewire Software, Inc.(a)		14,051		743,719
Infoblox, Inc.(a)		32,796		859,583
Proofpoint, Inc.(a)		15,366		978,353
SolarWinds, Inc.(a)		17,445		804,738
SS&C Technologies Holdings, Inc.		13,149		821,813
Tableau Software, Inc.–Class A(a)		5,610		646,833
Take-Two Interactive Software, Inc.(a)		18,002		496,315
Ultimate Software Group, Inc. (The)(a)		4,002		657,689
				8,339,674
				17,790,913
HEALTH CARE–25.3%
BIOTECHNOLOGY–8.0%
Achillion Pharmaceuticals, Inc.(a)		21,020		186,237
Agios Pharmaceuticals, Inc.(a)(b)		2,125		236,172
Alder Biopharmaceuticals, Inc.(a)		7,873		417,033
Dyax Corp.(a)		17,970		476,205
Isis Pharmaceuticals, Inc.(a)		3,222		185,426
Karyopharm Therapeutics, Inc.(a)(b)		7,868		214,088
KYTHERA Biopharmaceuticals, Inc.(a)		4,641	$	349,514
Otonomy, Inc.(a)		7,816		179,690
PTC Therapeutics, Inc.(a)		4,597		221,254
Puma Biotechnology, Inc.(a)(b)		2,817		328,885
Receptos, Inc.(a)		2,578		489,949
Sage Therapeutics, Inc.(a)		4,026		293,898
TESARO, Inc.(a)		6,040		355,092
Ultragenyx Pharmaceutical, Inc.(a)		4,273		437,512
Xencor, Inc.(a)		12,582		276,426
				4,647,381
HEALTH CARE EQUIPMENT & SUPPLIES–8.6%
Align Technology, Inc.(a)		9,741		610,858
Cardiovascular Systems, Inc.(a)		13,611		360,011
DexCom, Inc.(a)		11,431		914,251
Glaukos Corp.(a)		6,646		192,601
HeartWare International, Inc.(a)		6,780		492,838
K2M Group Holdings, Inc.(a)		19,743		474,227
LDR Holding Corp.(a)		16,450		711,463
Neovasc, Inc.(a)		29,481		201,650
Nevro Corp.(a)		7,629		410,059
Sirona Dental Systems, Inc.(a)		6,385		641,182
				5,009,140
HEALTH CARE PROVIDERS & SERVICES–4.8%
Acadia Healthcare Co., Inc.(a)		14,744		1,154,898
Premier, Inc.–Class A(a)		16,166		621,744
Team Health Holdings, Inc.(a)		15,559		1,016,469
				2,793,111
LIFE SCIENCES TOOLS & SERVICES–1.0%
ICON PLC(a)		8,602		578,915
PHARMACEUTICALS–2.9%
Akorn, Inc.(a)		6,757		295,011
Aratana Therapeutics, Inc.(a)		16,649		251,733
GW Pharmaceuticals PLC (ADR)(a)		2,488		305,626
Jazz Pharmaceuticals PLC(a)		2,766		487,009
Tetraphase Pharmaceuticals, Inc.(a)		6,467		306,794
				1,646,173
				14,674,720
INDUSTRIALS–14.3%
AEROSPACE & DEFENSE–1.6%
Hexcel Corp.		18,304		910,441
CONSTRUCTION & ENGINEERING–1.6%
Dycom Industries, Inc.(a)		15,813		930,595
INDUSTRIAL CONGLOMERATES–1.6%
Carlisle Cos., Inc.		9,105		911,593

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
MACHINERY–5.8%
IDEX Corp.		9,313	$	731,815
Lincoln Electric Holdings, Inc.		10,839		659,987
Middleby Corp. (The)(a)		8,726		979,319
RBC Bearings, Inc.(a)		6,511		467,229
Valmont Industries, Inc.(b)		4,371		519,581
				3,357,931
MARINE–1.1%
Kirby Corp.(a)		8,241		631,755
ROAD & RAIL–1.0%
Genesee & Wyoming, Inc.–Class A(a)		8,074		615,077
TRADING COMPANIES & DISTRIBUTORS–1.6%
H&E Equipment Services, Inc.		25,225		503,743
United Rentals, Inc.(a)		5,221		457,464
				961,207
				8,318,599
CONSUMER DISCRETIONARY–12.7%
DISTRIBUTORS–1.8%
Pool Corp.		14,907		1,046,173
DIVERSIFIED CONSUMER SERVICES–2.4%
Bright Horizons Family Solutions, Inc.(a)		14,545		840,701
Capella Education Co.		10,257		550,493
				1,391,194
HOTELS, RESTAURANTS & LEISURE–3.4%
Buffalo Wild Wings, Inc.(a)		2,812		440,612
Diamond Resorts International, Inc.(a)		25,006		788,940
Zoe’s Kitchen, Inc.(a)(b)		18,735		767,011
				1,996,563
HOUSEHOLD DURABLES–1.1%
Tempur Sealy International, Inc.(a)		9,737		641,669
MEDIA–1.0%
National CineMedia, Inc.		36,844		588,030
MULTILINE RETAIL–0.7%
Tuesday Morning Corp.(a)		33,148		373,412
SPECIALTY RETAIL–2.3%
Five Below, Inc.(a)		18,525		732,293
Francesca’s Holdings Corp.(a)		14,660		197,470
Lithia Motors, Inc.–Class A		3,730		422,087
				1,351,850
				7,388,891
FINANCIALS–6.6%
BANKS–5.5%
City National Corp./CA		4,394		397,173
IBERIABANK Corp.		8,962		611,477
PrivateBancorp, Inc.		9,583		381,595
Signature Bank/New York NY(a)		4,648		680,421
SVB Financial Group(a)		5,351	$	770,437
Western Alliance Bancorp(a)		9,955		336,081
				3,177,184
CAPITAL MARKETS–1.1%
Stifel Financial Corp.(a)		10,767		621,687
				3,798,871
CONSUMER STAPLES–3.2%
FOOD & STAPLES RETAILING–2.3%
Chefs’ Warehouse, Inc. (The)(a)		20,832		442,472
Diplomat Pharmacy, Inc.(a)		14,757		660,376
Sprouts Farmers Market, Inc.(a)		9,440		254,691
				1,357,539
FOOD PRODUCTS–0.9%
Freshpet, Inc.(a)(b)		27,575		512,895
				1,870,434
MATERIALS–2.4%
CHEMICALS–1.7%
PolyOne Corp.		25,242		988,729
CONSTRUCTION MATERIALS–0.7%
Summit Materials, Inc.–Class A(a)		16,827		429,089
				1,417,818
ENERGY–2.4%
ENERGY EQUIPMENT & SERVICES–1.4%
Dril-Quip, Inc.(a)		3,437		258,634
Oil States International, Inc.(a)		8,131		302,717
Superior Energy Services, Inc.		12,286		258,498
				819,849
OIL, GAS & CONSUMABLE FUELS–1.0%
Laredo Petroleum, Inc.(a)(b)		22,995		289,277
Matador Resources Co.(a)		10,914		272,850
				562,127
				1,381,976
TELECOMMUNICATION SERVICES–1.2%
WIRELESS TELECOMMUNICATION SERVICES–1.2%
RingCentral, Inc.–Class A(a)(b)		38,000		702,620
Total Common Stocks (cost $48,756,128)				57,344,842

4

AB Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.5%
TIME DEPOSIT–0.5%
State Street Time Deposit 0.01%, 7/01/15 (cost $271,695)	$	272	$	271,695
Total Investments Before Security Lending Collateral for Securities Loaned–99.3% (cost $49,027,823)				57,616,537
Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–7.1%
INVESTMENT COMPANIES–7.1%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $4,076,435)		4,076,435	$	4,076,435
TOTAL INVESTMENTS–106.4% (cost $53,104,258)				61,692,972
Other assets less liabilities–(6.4)%				(3,684,363	)
NET ASSETS–100.0%			$	58,008,609

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $49,027,823)	$	57,616,537	(a)
Affiliated issuers (cost $4,076,435—investment of cash collateral for securities loaned)		4,076,435
Receivable for investment securities sold		883,379
Dividends and interest receivable		23,961
Receivable for capital stock sold		2,838
Total assets		62,603,150
LIABILITIES
Payable for collateral received on securities loaned		4,076,435
Payable for investment securities purchased		401,820
Advisory fee payable		36,114
Payable for capital stock redeemed		18,902
Administrative fee payable		10,173
Distribution fee payable		5,907
Transfer Agent fee payable		107
Accrued expenses		45,083
Total liabilities		4,594,541
NET ASSETS	$	58,008,609
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,573
Additional paid-in capital		29,246,809
Accumulated net investment loss		(264,642	)
Accumulated net realized gain on investment transactions		20,435,155
Net unrealized appreciation on investments		8,588,714
	$	58,008,609

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	29,626,035		1,283,020	$	23.09
B	$	28,382,574		1,290,382	$	22.00

(a) Includes securities on loan with a value of $4,019,426 (see Note E).

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	135,586
Affiliated issuers		2,228
Interest		56
Securities lending income		87,140
		225,010
EXPENSES
Advisory fee (see Note B)		287,213
Distribution fee—Class B		60,029
Transfer agency—Class A		1,311
Transfer agency—Class B		2,039
Custodian		57,399
Administrative		25,384
Audit and tax		18,959
Printing		13,413
Legal		11,997
Directors’ fees		8,320
Miscellaneous		3,588
Total expenses		489,652
Net investment loss		(264,642	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		12,048,367
Net change in unrealized appreciation/depreciation of investments		(3,771,800	)
Net gain on investment transactions		8,276,567
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,011,925

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(264,642	)	$	(631,215	)
Net realized gain on investment transactions		12,048,367			9,013,711
Net change in unrealized appreciation/depreciation of investments		(3,771,800	)		(9,940,125	)
Net increase (decrease) in net assets from operations		8,011,925			(1,557,629	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net realized gain on investment transactions
Class A		–0	–		(2,611,292	)
Class B		–0	–		(6,233,643	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(37,820,987	)		26,582,247
Total increase (decrease)		(29,809,062	)		16,179,683
NET ASSETS
Beginning of period		87,817,671			71,637,988
End of period (including accumulated net investment loss of ($264,642) and $0, respectively)	$	58,008,609		$	87,817,671

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Small Cap Growth Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Small Cap Growth Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

Effective February 1, 2013, the Portfolio was closed to new investments except that Contractholders of variable products with investment options that included the Portfolio as of January 31, 2013, may continue to purchase shares of the Portfolio in accordance with the procedures for the purchase of shares in the prospectus of the separate account in which they invest, including through reinvestment of dividends and capital gains distributions. Effective August 10, 2015, the Portfolio will re-open to new investors.

The Portfolio may (i) make additional exceptions that, in the Adviser’s judgment, do not adversely affect the Adviser’s ability to manage the Portfolio; (ii) reject any investment or refuse any exception, including those detailed above, that the Adviser believes will adversely affect its ability to manage the Portfolio; and (iii) close and/or reopen the Portfolio to new or existing Contractholders at any time.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

57,344,842

$

–0

–

$

–0

–

$

57,344,842

Short-Term Investments

–0

–

271,695

–0

–

271,695

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

4,076,435

–0

–

–0

–

4,076,435

Total Investments in Securities

61,421,277

271,695

–0

–

61,692,972

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

61,421,277

$

271,695

$

–0

–

$

61,692,972

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

10

AB Variable Products Series Fund

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $54,661, of which $11 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	24,639,764		$	61,747,977
U.S. government securities		–0	–		–0	–

12

AB 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	$	10,841,018
Gross unrealized depreciation		(2,252,304	)
Net unrealized appreciation	$	8,588,714

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, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $4,019,426 and had received cash collateral which has been invested into AB Exchange Reserves of $4,076,435. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $87,140 and $2,228 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	8,367	$	28,017	$	32,308	$	4,076

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		57,759			93,536		$	1,278,040		$	2,149,104
Shares issued in reinvestment of distributions		–0	–		125,906			–0	–		2,611,292
Shares redeemed		(112,873	)		(308,990	)		(2,472,719	)		(6,924,093	)
Net decrease		(55,114	)		(89,548	)	$	(1,194,679	)	$	(2,163,697	)
Class B
Shares sold		52,426			1,685,097		$	1,090,186		$	37,054,999
Shares issued in reinvestment of distributions		–0	–		314,831			–0	–		6,233,643
Shares redeemed		(1,750,806	)		(702,851	)		(37,716,494	)		(14,542,698	)
Net increase (decrease)		(1,698,380	)		1,297,077		$	(36,626,308	)	$	28,745,944

NOTE G: Risks Involved in Investing in the Portfolio

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Net long-term capital gains	$	8,844,935	$	10,335,570
Total taxable distributions paid	$	8,844,935	$	10,335,570

14

AB Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed net capital gain	$	9,296,683
Unrealized appreciation/(depreciation)		11,450,619	(a)
Total accumulated earnings/(deficit)	$	20,747,302

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

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	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$20.97			$23.47			$18.96			$17.09			$16.36			$11.95
Income From Investment Operations
Net investment loss (a)		(.06	)		(.15	)		(.21	)		(.12	)		(.15	)		(.13	)
Net realized and unrealized gain (loss) on investment transactions		2.18			(.30	)		8.30			2.69			.88			4.54
Net increase (decrease) in net asset value from operations		2.12			(.45	)		8.09			2.57			.73			4.41
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(2.05	)		(3.58	)		(.70	)		–0	–		–0	–
Net asset value, end of period		$23.09			$20.97			$23.47			$18.96			$17.09			$16.36
Total Return
Total investment return based on net asset value (b)		10.11	%*		(1.81	)%*		45.66	%*		15.02	%		4.46	%*		36.90	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$29,626			$28,055			$33,510			$27,479			$29,369			$29,018
Ratio to average net assets of:
Expenses		1.15	%^		1.11	%		1.17	%		1.18	%		1.18	%		1.37	%+
Net investment loss		(.54	)%^		(.67	)%		(.96	)%		(.64	)%		(.85	)%		(1.00	)%+
Portfolio turnover rate		33	%		84	%		81	%		105	%		92	%		95	%

See footnote summary on page 17.

16

AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$20.00			$22.54			$18.36			$16.61			$15.94			$11.67
Income From Investment Operations
Net investment loss (a)		(.08	)		(.19	)		(.25	)		(.16	)		(.19	)		(.16	)
Net realized and unrealized gain (loss) on investment transactions		2.08			(.30	)		8.01			2.61			.86			4.43
Net increase (decrease) in net asset value from operations		2.00			(.49	)		7.76			2.45			.67			4.27
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(2.05	)		(3.58	)		(.70	)		–0	–		–0	–
Net asset value, end of period		$22.00			$20.00			$22.54			$18.36			$16.61			$15.94
Total Return
Total investment return based on net asset value (b)		9.95	%*		(2.08	)%*		45.33	%*		14.73	%		4.20	%*		36.59	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$28,383			$59,763			$38,128			$26,450			$29,665			$29,128
Ratio to average net assets of:
Expenses		1.36	%^		1.34	%		1.43	%		1.43	%		1.43	%		1.62	%+
Net investment loss		(.78	)%^		(.89	)%		(1.21	)%		(.89	)%		(1.11	)%		(1.23	)%+
Portfolio turnover rate		33	%		84	%		81	%		105	%		92	%		95	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2013, December 31, 2011 and December 31, 2010 by 0.01%, 0.01%, 0.23%, 0.09% and 0.05%, respectively.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

17

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Small Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

AB 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 2015 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, 2015 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 5th 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 1st quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 3rd quintile of the Performance Group and 2nd quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 5- and 10-year periods and lagged it in all other periods. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance in the 1-year period, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 6.2 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the Adviser’s fee schedule for non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule had higher rates at lower asset levels than the Portfolio’s fee schedule. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate higher than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising 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”), subject to the restrictions and limitations of the Investment Company Act of 1940 as these may be varied as a result of exemptive orders issued by the SEC. The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The directors concluded,

19

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB Variable Products Series Fund

based on the Adviser’s explanation of how it may use ETFs when they are the most cost-effective way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. 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 Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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 CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($MIL)
Small Cap Growth Portfolio	Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$88.7

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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 CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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 $48,434 (0.062% 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    1.11%	December 31
	Class B    1.34%

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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 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.

22

AB Variable Products Series Fund

Portfolio	Net Assets 3/31/15 ($MIL)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small Cap Growth Portfolio	$88.7	U.S. Small Cap Growth Schedule		0.935	%		0.750	%
		1.00% on first $50m
		0.85% on the next $50m
		0.75% on the balance
		Minimum account size $25m

The Adviser also manages AB Cap Fund, Inc.—Small Cap Growth Portfolio (“Cap Fund, Inc.—Small Cap Growth Portfolio”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small-Cap Growth Portfolio7	Cap Fund, Inc.—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2015 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		0.614%		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.

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 AB 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 client portfolios for purposes of calculating the investment advisory fee.

23

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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 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		0.880		1/15

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 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		1.108		0.967		15/15		0.952		35/36

Based on this analysis, the Portfolio has a more favorable ranking on contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

24

AB Variable Products Series Fund

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

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, 2014, ABI received $120,835 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $234,931 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

25

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁷ study on advisory fees and various fund characteristics.¹⁸ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AB 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 $486 billion as of March 31, 2015, 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, 2015.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small Cap Growth Portfolio
1 year		–4.00		5.69		6.13		15/15		41/41
3 year		15.03		17.05		16.84		11/14		27/40
5 year		19.72		17.50		17.52		2/13		5/34
10 year		10.02		9.61		9.61		4/9		11/29

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 since 2008.

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

AB 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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small Cap Growth Portfolio		–4.00		15.03		19.72		10.02		6.84		21.06		0.49		10
Russell 2000 Growth Index		7.37		17.83		17.96		9.40		7.02		19.29		0.52		10
Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

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, 2015.

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

VPS-SCG-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ SMALL/MID CAP VALUE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,020.50	$	4.11		0.82	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.73	$	4.11		0.82	%
Class B
Actual	$	1,000	$	1,019.30	$	5.36		1.07	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.49	$	5.36		1.07	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Zions Bancorporation	$	10,610,280		1.6	%
CNO Financial Group, Inc.		10,379,127		1.6
American Financial Group, Inc./OH		9,757,301		1.5
NCR Corp.		9,693,404		1.5
Aspen Insurance Holdings Ltd.		9,363,971		1.5
Children’s Place, Inc. (The)		9,360,760		1.5
Big Lots, Inc.		9,314,729		1.4
Hanover Insurance Group, Inc. (The)		9,272,998		1.4
Fairchild Semiconductor International, Inc.		9,262,845		1.4
LifePoint Health, Inc.		9,213,657		1.4
	$	96,229,072		14.8	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	174,857,774		26.8	%
Information Technology		123,554,590		19.0
Consumer Discretionary		114,994,639		17.7
Industrials		94,201,088		14.5
Utilities		31,295,578		4.8
Materials		30,674,186		4.7
Health Care		24,433,507		3.7
Energy		20,805,544		3.2
Consumer Staples		17,296,851		2.7
Short-Term Investments		19,085,217		2.9
Total Investments	$	651,198,974		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, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.5%
FINANCIALS–27.0%
BANKS–9.4%
Associated Banc-Corp		330,530	$	6,699,843
Comerica, Inc.		162,570		8,343,092
First Niagara Financial Group, Inc.		559,700		5,283,568
Huntington Bancshares, Inc./OH		809,730		9,158,046
Susquehanna Bancshares, Inc.		488,904		6,903,324
Synovus Financial Corp.		197,140		6,075,855
Texas Capital Bancshares, Inc.(a)		22,200		1,381,728
Webster Financial Corp.		162,850		6,440,718
Zions Bancorporation		334,340		10,610,280
				60,896,454
CAPITAL MARKETS–1.0%
E*TRADE Financial Corp.(a)		223,120		6,682,444
CONSUMER FINANCE–1.0%
SLM Corp.(a)		635,260		6,270,016
INSURANCE–10.0%
American Financial Group, Inc./OH		150,020		9,757,301
Aspen Insurance Holdings Ltd.		195,490		9,363,971
CNO Financial Group, Inc.		565,620		10,379,127
First American Financial Corp.		227,450		8,463,414
Hanover Insurance Group, Inc. (The)		125,260		9,272,998
StanCorp Financial Group, Inc.		115,765		8,752,992
Validus Holdings Ltd.		197,242		8,676,675
				64,666,478
REAL ESTATE INVESTMENT TRUSTS (REITS)–4.3%
DDR Corp.		337,710		5,220,997
Gramercy Property Trust, Inc.		182,650		4,268,531
LTC Properties, Inc.		188,140		7,826,624
Mid-America Apartment Communities, Inc.		72,240		5,259,794
RLJ Lodging Trust		53,700		1,599,186
STAG Industrial, Inc.		193,370		3,867,400
				28,042,532
THRIFTS & MORTGAGE FINANCE–1.3%
Essent Group Ltd.(a)		303,468		8,299,850
				174,857,774
INFORMATION TECHNOLOGY–19.1%
COMMUNICATIONS EQUIPMENT–2.7%
Brocade Communications Systems, Inc.		526,460		6,254,345
Finisar Corp.(a)		373,480		6,674,087
Polycom, Inc.(a)		391,670		4,480,705
				17,409,137
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–7.9%
Arrow Electronics, Inc.(a)		136,750		7,630,650
Avnet, Inc.		223,690		9,195,896
CDW Corp./DE		226,340		7,758,935
Celestica, Inc.(a)		304,568		3,545,172
Insight Enterprises, Inc.(a)		124,004		3,708,960
Keysight Technologies, Inc.(a)		202,910		6,328,763
TTM Technologies, Inc.(a)		502,692		5,021,893
Vishay Intertechnology, Inc.		685,440		8,005,939
				51,196,208
IT SERVICES–3.1%
Amdocs Ltd.		106,960		5,838,946
Booz Allen Hamilton Holding Corp.		338,760		8,550,303
Genpact Ltd.(a)		275,310		5,872,362
				20,261,611
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.9%
Advanced Micro Devices, Inc.(a)(b)		931,280		2,235,072
Fairchild Semiconductor International, Inc.(a)		532,960		9,262,845
Lam Research Corp.		84,780		6,896,853
				18,394,770
SOFTWARE–1.0%
Electronic Arts, Inc.(a)		99,240		6,599,460
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.5%
NCR Corp.(a)		322,040		9,693,404
				123,554,590
CONSUMER DISCRETIONARY–17.7%
AUTO COMPONENTS–3.6%
Dana Holding Corp.		374,590		7,709,062
Lear Corp.		73,480		8,248,865
Tenneco, Inc.(a)		133,400		7,662,496
				23,620,423
AUTOMOBILES–0.6%
Thor Industries, Inc.		69,190		3,894,013

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–1.3%
Bloomin’ Brands, Inc.		396,259	$	8,460,130
HOUSEHOLD DURABLES–3.0%
Helen of Troy Ltd.(a)		64,510		6,289,080
Meritage Homes Corp.(a)		181,580		8,550,602
PulteGroup, Inc.		242,890		4,894,234
				19,733,916
MULTILINE RETAIL–2.4%
Big Lots, Inc.		207,040		9,314,729
Dillard’s, Inc.–Class A		58,030		6,104,176
				15,418,905
SPECIALTY RETAIL–5.6%
Caleres, Inc.		199,830		6,350,597
Children’s Place, Inc. (The)		143,109		9,360,760
GameStop Corp.–Class A(b)		191,420		8,223,403
Office Depot, Inc.(a)		803,130		6,955,106
Pier 1 Imports, Inc.(b)		409,580		5,172,995
				36,062,861
TEXTILES, APPAREL & LUXURY GOODS–1.2%
Crocs, Inc.(a)		530,550		7,804,391
				114,994,639
INDUSTRIALS–14.5%
AEROSPACE & DEFENSE–1.3%
Spirit AeroSystems Holdings, Inc.–Class A(a)		152,160		8,385,537
CONSTRUCTION & ENGINEERING–4.7%
AECOM(a)		260,245		8,608,905
EMCOR Group, Inc.		169,300		8,087,461
Granite Construction, Inc.		214,300		7,609,793
Tutor Perini Corp.(a)		275,090		5,936,442
				30,242,601
ELECTRICAL EQUIPMENT–2.0%
General Cable Corp.		230,130		4,540,465
Regal Beloit Corp.		117,810		8,551,828
				13,092,293
MACHINERY–3.0%
ITT Corp.		164,110		6,866,362
Oshkosh Corp.		160,650		6,808,347
Terex Corp.		242,070		5,628,128
				19,302,837
ROAD & RAIL–1.9%
Con-way, Inc.		134,810		5,172,660
Ryder System, Inc.		82,930		7,245,594
				12,418,254
TRADING COMPANIES & DISTRIBUTORS–1.6%
MRC Global, Inc.(a)		171,527		2,648,377
WESCO International, Inc.(a)		118,170		8,111,189
				10,759,566
				94,201,088
UTILITIES–4.8%
ELECTRIC UTILITIES–2.2%
PNM Resources, Inc.		322,000		7,921,200
Westar Energy, Inc.		193,415		6,618,661
				14,539,861
GAS UTILITIES–2.6%
Southwest Gas Corp.		146,280		7,783,559
UGI Corp.		260,440		8,972,158
				16,755,717
				31,295,578
MATERIALS–4.7%
CHEMICALS–2.1%
A. Schulman, Inc.		181,400		7,930,808
Huntsman Corp.		267,750		5,909,242
				13,840,050
CONTAINERS & PACKAGING–1.7%
Avery Dennison Corp.		100,930		6,150,674
Graphic Packaging Holding Co.		369,220		5,143,235
				11,293,909
METALS & MINING–0.9%
Steel Dynamics, Inc.		267,450		5,540,227
				30,674,186
HEALTH CARE–3.8%
HEALTH CARE PROVIDERS & SERVICES–3.8%
LifePoint Health, Inc.(a)		105,965		9,213,657
Molina Healthcare, Inc.(a)		90,050		6,330,515
WellCare Health Plans, Inc.(a)		104,790		8,889,335
				24,433,507
ENERGY–3.2%
OIL, GAS & CONSUMABLE FUELS–3.2%
Bill Barrett Corp.(a)(b)		380,720		3,270,385
Rosetta Resources, Inc.(a)		384,680		8,901,495
SM Energy Co.		187,200		8,633,664
				20,805,544
CONSUMER STAPLES–2.7%
FOOD PRODUCTS–2.7%
Dean Foods Co.		510,080		8,247,993
Ingredion, Inc.		113,380		9,048,858
				17,296,851
Total Common Stocks (cost $534,735,750)				632,113,757

4

AB Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–3.0%
TIME DEPOSIT–3.0%
State Street Time Deposit 0.01%, 7/01/15 (cost $19,085,217)	$	19,085	$	19,085,217
	Shares
Total Investments Before Security Lending Collateral for Securities Loaned–100.5% (cost $553,820,967)				651,198,974
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.8%
INVESTMENT COMPANIES–2.8%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $18,216,500)		18,216,500		18,216,500
TOTAL INVESTMENTS–103.3% (cost $572,037,467)				669,415,474
Other assets less liabilities–(3.3)%				(21,109,292	)
NET ASSETS–100.0%			$	648,306,182

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $553,820,967)	$	651,198,974	(a)
Affiliated issuers (cost $18,216,500—investment of cash collateral for securities loaned)		18,216,500
Receivable for investment securities sold		1,021,176
Dividends and interest receivable		709,675
Receivable for capital stock sold		86,305
Total assets		671,232,630
LIABILITIES
Payable for collateral received on securities loaned		18,216,500
Payable for investment securities purchased		3,765,350
Advisory fee payable		410,434
Payable for capital stock redeemed		276,677
Distribution fee payable		91,959
Administrative fee payable		10,173
Transfer Agent fee payable		107
Accrued expenses		155,248
Total liabilities		22,926,448
NET ASSETS	$	648,306,182
COMPOSITION OF NET ASSETS
Capital stock, at par	$	29,107
Additional paid-in capital		418,082,792
Undistributed net investment income		5,361,390
Accumulated net realized gain on investment transactions		127,454,886
Net unrealized appreciation on investments		97,378,007
	$	648,306,182

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	213,129,630		9,514,399	$	22.40
B	$	435,176,552		19,592,702	$	22.21

(a) Includes securities on loan with a value of $17,954,732 (see Note E).

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	4,275,280
Affiliated issuers		5,750
Interest		651
Securities lending income		236,135
		4,517,816
EXPENSES
Advisory fee (see Note B)		2,452,962
Distribution fee—Class B		551,861
Transfer agency—Class A		1,453
Transfer agency—Class B		3,014
Custodian		67,230
Printing		61,393
Administrative		25,384
Legal		24,450
Audit and tax		20,661
Directors’ fees		8,320
Miscellaneous		9,631
Total expenses		3,226,359
Net investment income		1,291,457
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		28,431,665
Net change in unrealized appreciation/depreciation of investments		(16,831,492	)
Net gain on investment transactions		11,600,173
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	12,891,630

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,291,457		$	3,813,704
Net realized gain on investment transactions		28,431,665			101,341,097
Net change in unrealized appreciation/depreciation of investments		(16,831,492	)		(47,350,031	)
Net increase in net assets from operations		12,891,630			57,804,770
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,452,999	)
Class B		–0	–		(2,092,707	)
Net realized gain on investment transactions
Class A		–0	–		(23,966,237	)
Class B		–0	–		(51,622,589	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(23,643,291	)		(9,435,791	)
Total decrease		(10,751,661	)		(30,765,553	)
NET ASSETS
Beginning of period		659,057,843			689,823,396
End of period (including undistributed net investment income of $5,361,390 and $4,069,933, respectively)	$	648,306,182		$	659,057,843

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Small/Mid Cap Value Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign

9

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

632,113,757

$

–0

–

$

–0

–

$

632,113,757

Short-Term Investments

–0

–

19,085,217

–0

–

19,085,217

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

18,216,500

–0

–

–0

–

18,216,500

Total Investments in Securities

650,330,257

19,085,217

–0

–

669,415,474

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

650,330,257

$

19,085,217

$

–0

–

$

669,415,474

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

10

AB Variable Products Series Fund

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

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

11

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2015, 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, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $330,661, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	119,558,071		$	146,817,580
U.S. government securities		–0	–		–0	–

12

AB 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	$	122,132,532
Gross unrealized depreciation		(24,754,525	)
Net unrealized appreciation	$	97,378,007

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, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $17,954,732 and had received cash collateral which has been invested into AB Exchange Reserves of $18,216,500. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $236,135 and $5,750 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	9,099	$	51,876	$	42,758	$	18,217

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		519,315			1,246,289		$	11,620,111		$	28,041,665
Shares issued in reinvestment of dividends and distributions		–0	–		1,203,562			–0	–		25,419,235
Shares redeemed		(648,372	)		(2,294,010	)		(14,509,096	)		(53,028,466	)
Net increase (decrease)		(129,057	)		155,841		$	(2,888,985	)	$	432,434
Class B
Shares sold		660,758			1,725,536		$	14,703,252		$	38,451,925
Shares issued in reinvestment of dividends and distributions		–0	–		2,559,090			–0	–		53,715,296
Shares redeemed		(1,597,708	)		(4,538,703	)		(35,457,558	)		(102,035,446	)
Net decrease		(936,950	)		(254,077	)	$	(20,754,306	)	$	(9,868,225	)

NOTE G: Risks Involved in Investing in the Portfolio

Capitalization Risk—Investments in small- and mid-capitalization companies may be more volatile than investments in large-capitalization companies. Investments in small-capitalization companies may have additional risks because these companies have limited product lines, markets or financial resources.

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

14

AB Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	14,929,994	$	15,132,800
Net long-term capital gains		64,204,538		22,855,594
Total taxable distributions	$	79,134,532	$	37,988,394

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,996,752
Undistributed net capital gain		94,668,801
Unrealized appreciation/(depreciation)		112,637,101	(a)
Total accumulated earnings/(deficit)	$	217,302,654

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2014, the Portfolio did not have any capital loss carryforwards.

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	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six  Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$21.95			$22.89			$17.67			$15.46			$16.95			$13.41
Income From Investment Operations
Net investment income (a)		.06			.17			.16			.13			.09			.08
Net realized and unrealized gain (loss) on investment transactions		.39			1.82			6.41			2.72			(1.50	)		3.52
Net increase (decrease) in net asset value from operations		.45			1.99			6.57			2.85			(1.41	)		3.60
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.17	)		(.13	)		(.10	)		(.08	)		(.06	)
Distributions from net realized gain on investment transactions		–0	–		(2.76	)		(1.22	)		(.54	)		–0	–		–0	–
Total dividends and distributions		–0	–		(2.93	)		(1.35	)		(.64	)		(.08	)		(.06	)
Net asset value, end of period		$22.40			$21.95			$22.89			$17.67			$15.46			$16.95
Total Return
Total investment return based on net asset value (b)		2.05	%		9.20	%		38.06	%*		18.75	%		(8.39	)%		26.91	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$213,130			$211,680			$217,146			$156,832			$151,754			$174,068
Ratio to average net assets of:
Expenses		.82	%^		.82	%		.81	%		.82	%		.83	%		.84	%+
Net investment income		.56	%^		.75	%		.77	%		.75	%		.56	%		.56	%+
Portfolio turnover rate		19	%		45	%		56	%		50	%		70	%		54	%

See footnote summary on page 17.

16

AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$21.79			$22.74			$17.58			$15.38			$16.87			$13.36
Income From Investment Operations
Net investment income (a)		.03			.11			.11			.08			.05			.05
Net realized and unrealized gain (loss) on investment transactions		.39			1.81			6.36			2.71			(1.50	)		3.50
Net increase (decrease) in net asset value from operations		.42			1.92			6.47			2.79			(1.45	)		3.55
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.11	)		(.09	)		(.05	)		(.04	)		(.04	)
Distributions from net realized gain on investment transactions		–0	–		(2.76	)		(1.22	)		(.54	)		–0	–		–0	–
Total dividends and distributions		–0	–		(2.87	)		(1.31	)		(.59	)		(.04	)		(.04	)
Net asset value, end of period		$22.21			$21.79			$22.74			$17.58			$15.38			$16.87
Total Return
Total investment return based on net asset value (b)		1.93	%		8.95	%		37.63	%*		18.47	%		(8.62	)%		26.59	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$435,176			$447,378			$472,677			$347,784			$324,145			$378,436
Ratio to average net assets of:
Expenses		1.07	%^		1.07	%		1.06	%		1.07	%		1.08	%		1.09	%+
Net investment income		.31	%^		.49	%		.51	%		.51	%		.31	%		.31	%+
Portfolio turnover rate.		19	%		45	%		56	%		50	%		70	%		54	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2013 by 0.01%.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

17

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Small/Mid Cap Value Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

18

AB Variable Products Series Fund

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 2015 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, 2015 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- and 3-year periods, and in the 2nd quintile of the Performance Group and the Performance Universe for the 5- and 10-year periods. The Portfolio outperformed both indices in all periods except the 5-year period. 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 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 considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising 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

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AB 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 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 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 AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.”Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/15 ($MIL)
Small/Mid Cap Value Portfolio	Specialty	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$667.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $48,434 (0.007% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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)	AB Variable Products Series Fund

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Small/Mid Cap Value Portfolio	Class A    1.20% Class B    1.45%		0.82% 1.07%	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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 net assets:⁵

Portfolio	Net Assets 3/31/15 ($MIL)		AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$	667.6	Small & Mid Cap Value Schedule 0.95% on first $25m 0.75% on the next $25m 0.65% on the next $50m 0.55% on the balance Minimum account size $25m		0.580%		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.

22

AB Variable Products Series Fund

The Adviser also manages AB Trust, Inc.—Discovery Value Fund (“Discovery Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Discovery Value Fund, and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Discovery Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2015 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		0.469%		0.750%
	Client #2	0.95% on the first $10 million 0.75% on the next $40 million 0.65% on the next $50 million 0.55% on the balance		0.575%		0.750%
	Client #3	0.61% on the first $150 million 0.50% on the balance		0.525%		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.

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

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.

23

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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
Small/Mid Cap Value Portfolio		0.750		0.833		3/10

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Small/Mid Cap Value Portfolio		0.819		0.870		4/10		0.880		5/17

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

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,

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

11 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund

12 Most recently completed fiscal year end Class A total expense ratio.

24

AB Variable Products Series Fund

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, 2014, ABI received $1,130,137 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $2,319,957 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AB Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a fee of $18,000 in 2014.

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.

25

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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 AB 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 $486 billion as of March 31, 2015, 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, 2015.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small/Mid Cap Value Portfolio
1 year		10.18		4.63		5.15		1/10		2/21
3 year		18.13		14.50		14.33		1/10		3/21
5 year		15.34		14.11		14.67		4/10		7/19
10 year		9.30		8.90		7.92		2/8		3/11

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, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small/Mid Cap Value Portfolio		10.18		18.12		15.34		9.30		11.12		20.22		0.47		10
Russell 2500 Value Index		6.95		16.87		15.46		8.21		9.80		18.43		0.44		10
Russell 2500 Index		8.24		17.45		16.89		9.25		9.25		N/A		N/A		N/A
Inception Date: May 2, 2001

16 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

17 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

18 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

19 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

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, 2015.

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

AB Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

27

VPS-SMCV-0152-0615

JUN    ^06.30.15

SEMI-ANNUAL REPORT

AB VARIABLE PRODUCTS

SERIES FUND, INC.

+ VALUE PORTFOLIO

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abglobal.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

The [A/B] logo is a service mark of AllianceBernstein and AllianceBernstein^® is a registered trademark used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AB 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, 2015		Ending Account Value June 30, 2015		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,002.60	$	4.02		0.81	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.78	$	4.06		0.81	%
Class B
Actual	$	1,000	$	1,002.00	$	5.26		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

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2015 (unaudited)	AB Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	3,569,530		3.5	%
Wells Fargo & Co.		3,447,512		3.4
Bank of America Corp.		3,152,649		3.1
Pfizer, Inc.		3,069,772		3.0
Johnson & Johnson		2,758,118		2.7
JPMorgan Chase & Co.		2,589,448		2.5
Microsoft Corp.		2,544,718		2.5
Capital One Financial Corp.		2,148,315		2.1
Anthem, Inc.		2,069,970		2.0
Hewlett-Packard Co.		1,979,070		1.9
	$	27,329,102		26.7	%

SECTOR BREAKDOWN^†

June 30, 2015 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	30,086,473		28.6	%
Consumer Discretionary		14,749,464		14.0
Information Technology		13,616,801		13.0
Health Care		12,469,051		11.9
Energy		11,962,437		11.4
Utilities		6,555,591		6.2
Industrials		5,722,229		5.4
Materials		2,977,564		2.8
Consumer Staples		2,572,591		2.5
Telecommunication Services		1,480,248		1.4
Short-Term Investments		2,967,878		2.8
Total Investments	$	105,160,327		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

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.7%
FINANCIALS–29.3%
BANKS–13.5%
Bank of America Corp.		185,232	$	3,152,649
Citigroup, Inc.		26,477		1,462,590
Citizens Financial Group, Inc.		58,332		1,593,047
Comerica, Inc.		12,833		658,590
Fifth Third Bancorp		7,999		166,539
JPMorgan Chase & Co.		38,215		2,589,448
KeyCorp		9,566		143,681
PNC Financial Services Group, Inc. (The)		4,845		463,424
SunTrust Banks, Inc.		5,098		219,316
Wells Fargo & Co.		61,300		3,447,512
				13,896,796
CAPITAL MARKETS–2.4%
Bank of New York Mellon Corp. (The)		8,209		344,532
Goldman Sachs Group, Inc. (The)		4,786		999,269
Morgan Stanley		15,717		609,662
State Street Corp.		7,300		562,100
				2,515,563
CONSUMER FINANCE–3.7%
Capital One Financial Corp.		24,421		2,148,315
Discover Financial Services		14,210		818,780
Springleaf Holdings, Inc.(a)		17,714		813,250
				3,780,345
DIVERSIFIED FINANCIAL SERVICES–1.7%
Berkshire Hathaway, Inc.–Class B(a)		8,100		1,102,491
Voya Financial, Inc.		13,273		616,796
				1,719,287
INSURANCE–8.0%
ACE Ltd.		3,725		378,758
Allstate Corp. (The)		29,200		1,894,204
American Financial Group, Inc./OH		21,900		1,424,376
American International Group, Inc.		13,918		860,411
Aon PLC		12,533		1,249,289
Chubb Corp. (The)		2,632		250,409
First American Financial Corp.		7,628		283,838
Hanover Insurance Group, Inc. (The)		10,400		769,912
Progressive Corp. (The)		6,800		189,244
Travelers Cos., Inc. (The)		7,600		734,616
Unum Group		3,900		139,425
				8,174,482
				30,086,473
CONSUMER DISCRETIONARY–14.4%
AUTO COMPONENTS–1.9%
Lear Corp.		7,300		819,498
Magna International, Inc. (New York)–Class A		19,400		1,088,146
				1,907,644
AUTOMOBILES–2.1%
Ford Motor Co.		107,119	$	1,607,856
General Motors Co.		15,872		529,014
				2,136,870
HOTELS, RESTAURANTS & LEISURE–0.2%
Carnival Corp.		4,399		217,267
MEDIA–1.7%
Comcast Corp.–Class A		1,707		102,659
Thomson Reuters Corp.		3,772		143,600
Time Warner, Inc.		16,066		1,404,329
Twenty-First Century Fox, Inc.–Class A		4,016		130,701
				1,781,289
MULTILINE RETAIL–4.1%
Dillard’s, Inc.–Class A		2,321		244,146
Dollar General Corp.		15,206		1,182,114
Kohl’s Corp.		19,162		1,199,733
Macy’s, Inc.		8,514		574,440
Target Corp.		11,986		978,417
				4,178,850
SPECIALTY RETAIL–4.4%
American Eagle Outfitters, Inc.		21,953		378,031
Foot Locker, Inc.		16,015		1,073,165
GameStop Corp.–Class A(b)		24,986		1,073,398
L Brands, Inc.		1,693		145,141
Office Depot, Inc.(a)		87,215		755,282
Ross Stores, Inc.		10,166		494,169
Staples, Inc.		39,736		608,358
				4,527,544
				14,749,464
INFORMATION TECHNOLOGY–13.3%
COMMUNICATIONS EQUIPMENT–2.0%
Brocade Communications Systems, Inc.		48,434		575,396
Cisco Systems, Inc.		52,200		1,433,412
				2,008,808
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.8%
Keysight Technologies, Inc.(a)		25,656		800,211
IT SERVICES–1.6%
Booz Allen Hamilton Holding Corp.		9,475		239,149
International Business Machines Corp.		3,506		570,286
Xerox Corp.		75,594		804,320
				1,613,755
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.9%
Applied Materials, Inc.		44,610		857,404
Fairchild Semiconductor International, Inc.(a)		27,240		473,431
Intel Corp.		55,600		1,691,074
				3,021,909

3

VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AB Variable Products Series Fund

Company	Shares		U.S. $ Value
SOFTWARE–4.1%
Electronic Arts, Inc.(a)		13,329	$	886,378
Microsoft Corp.		57,638		2,544,718
Oracle Corp.		18,907		761,952
				4,193,048
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–1.9%
Hewlett-Packard Co.		65,947		1,979,070
				13,616,801
HEALTH CARE–12.2%
BIOTECHNOLOGY–1.2%
Gilead Sciences, Inc.		10,606		1,241,750
HEALTH CARE PROVIDERS & SERVICES–3.8%
Aetna, Inc.		9,070		1,156,062
Anthem, Inc.		12,611		2,069,970
Quest Diagnostics, Inc.		8,926		647,313
				3,873,345
PHARMACEUTICALS–7.2%
Johnson & Johnson		28,300		2,758,118
Merck & Co., Inc.		26,806		1,526,066
Pfizer, Inc.		91,553		3,069,772
				7,353,956
				12,469,051
ENERGY–11.7%
ENERGY EQUIPMENT & SERVICES–0.1%
National Oilwell Varco, Inc.		2,469		119,203
OIL, GAS & CONSUMABLE FUELS–11.6%
Chevron Corp.		13,252		1,278,420
EOG Resources, Inc.		13,935		1,220,009
Exxon Mobil Corp.		42,903		3,569,530
Hess Corp.		24,411		1,632,608
Marathon Petroleum Corp.		10,058		526,134
Murphy Oil Corp.		19,071		792,781
Occidental Petroleum Corp.		8,141		633,126
SM Energy Co.		16,007		738,243
Valero Energy Corp.		23,201		1,452,383
				11,843,234
				11,962,437
UTILITIES–6.4%
ELECTRIC UTILITIES–2.7%
American Electric Power Co., Inc.		16,600		879,302
Edison International		21,488		1,194,303
FirstEnergy Corp.		4,547		148,005
Westar Energy, Inc.		17,000		581,740
				2,803,350
GAS UTILITIES–1.1%
UGI Corp.		31,650		1,090,343
INDEPENDENT POWER AND RENEWABLE ELECTRICITY PRODUCERS–1.6%
AES Corp./VA		47,316	$	627,410
Calpine Corp.(a)		58,414		1,050,868
				1,678,278
MULTI-UTILITIES–1.0%
PG&E Corp.		15,393		755,796
Public Service Enterprise Group, Inc.		5,800		227,824
				983,620
				6,555,591
INDUSTRIALS–5.6%
AEROSPACE & DEFENSE–1.6%
General Dynamics Corp.		3,500		495,915
L-3 Communications Holdings, Inc.		9,885		1,120,761
				1,616,676
AIRLINES–2.0%
Delta Air Lines, Inc.		24,607		1,010,856
JetBlue Airways Corp.(a)		50,024		1,038,498
				2,049,354
INDUSTRIAL CONGLOMERATES–1.2%
General Electric Co.		44,664		1,186,722
MACHINERY–0.8%
ITT Corp.		20,781		869,477
				5,722,229
MATERIALS–2.9%
CHEMICALS–2.7%
CF Industries Holdings, Inc.		19,075		1,226,141
LyondellBasell Industries NV–Class A		15,400		1,594,208
				2,820,349
METALS & MINING–0.2%
Alcoa, Inc.		14,100		157,215
				2,977,564
CONSUMER STAPLES–2.5%
BEVERAGES–0.1%
Molson Coors Brewing Co.–Class B		1,600		111,696
FOOD & STAPLES RETAILING–0.2%
Wal-Mart Stores, Inc.		2,957		209,740
FOOD PRODUCTS–0.8%
Archer-Daniels-Midland Co.		7,000		337,540
Bunge Ltd.		1,524		133,807
Ingredion, Inc.		4,149		331,132
				802,479

4

AB Variable Products Series Fund

Company	Shares		U.S. $ Value
HOUSEHOLD PRODUCTS–0.6%
Procter & Gamble Co. (The)		8,500	$	665,040
TOBACCO–0.8%
Altria Group, Inc.		16,022		783,636
				2,572,591
TELECOMMUNICATION SERVICES–1.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.4%
AT&T, Inc.		6,273		222,817
CenturyLink, Inc.		6,200		182,156
				404,973
WIRELESS TELECOMMUNICATION SERVICES–1.0%
Vodafone Group PLC (Sponsored ADR)		29,500		1,075,275
				1,480,248
Total Common Stocks (cost $83,876,920)				102,192,449
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.9%
TIME DEPOSIT–2.9%
State Street Time Deposit 0.01%, 7/01/15 (cost $2,967,878)	$	2,968		2,967,878
Total Investments Before Security Lending Collateral for Securities Loaned–102.6% (cost $86,844,798)				105,160,327
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.0%
INVESTMENT COMPANIES–1.0%
AB Exchange Reserves–Class I, 0.07%(c)(d) (cost $1,093,138)		1,093,138	$	1,093,138
TOTAL INVESTMENTS–103.6% (cost $87,937,936)				106,253,465
Other assets less liabilities–(3.6)%				(3,731,255	)
NET ASSETS–100.0%			$	102,522,210

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) To obtain a copy of the fund’s financial statements, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

(d) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2015 (unaudited)	AB Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $86,844,798)	$	105,160,327	(a)
Affiliated issuers (cost $1,093,138—investment of cash collateral for securities loaned)		1,093,138
Receivable for investment securities sold		2,451,750
Dividends and interest receivable		166,244
Receivable for capital stock sold		571
Receivable from class action settlement proceeds		162,581
Total assets		109,034,611
LIABILITIES
Payable for investment securities purchased		5,134,271
Payable for collateral received on securities loaned		1,093,138
Payable for capital stock redeemed		107,488
Advisory fee payable		47,589
Distribution fee payable		21,262
Administrative fee payable		10,173
Transfer Agent fee payable		107
Accrued expenses		98,373
Total liabilities		6,512,401
NET ASSETS	$	102,522,210
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,658
Additional paid-in capital		98,405,507
Undistributed net investment income		2,465,563
Accumulated net realized loss on investment and foreign currency transactions		(16,671,047	)
Net unrealized appreciation on investments		18,315,529
	$	102,522,210

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	1,762,410		113,405	$	15.54
B	$	100,759,800		6,545,003	$	15.39

(a) Includes securities on loan with a value of $1,073,399 (see Note E).

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENT OF OPERATIONS
Six Months Ended June 30, 2015 (unaudited)	AB Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,470)	$	1,145,562
Affiliated issuers		447
Interest		47
Securities lending income		33,675
		1,179,731
EXPENSES
Advisory fee (see Note B)		296,057
Distribution fee—Class B		132,260
Transfer agency—Class A		54
Transfer agency—Class B		3,140
Custodian		38,889
Printing		28,543
Administrative		25,384
Audit and tax		18,737
Legal		15,930
Directors’ fees		8,324
Miscellaneous		3,577
Total expenses		570,895
Net investment income		608,836
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		8,243,648
Net change in unrealized appreciation/depreciation of investments		(8,647,837	)
Net loss on investment transactions		(404,189	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	204,647

See notes to financial statements.

7

VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET ASSETS	AB Variable Products Series Fund

	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	608,836		$	1,860,763
Net realized gain on investment transactions		8,243,648			19,670,880
Net change in unrealized appreciation/depreciation of investments		(8,647,837	)		(9,092,103	)
Net increase in net assets from operations		204,647			12,439,540
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(42,060	)
Class B		–0	–		(1,898,144	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(11,875,231	)		(30,782,902	)
Total decrease		(11,670,584	)		(20,283,566	)
NET ASSETS
Beginning of period		114,192,794			134,476,360
End of period (including undistributed net investment income of $2,465,563 and $1,856,727, respectively)	$	102,522,210		$	114,192,794

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2015 (unaudited)	AB Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AB Value Portfolio (the “Portfolio”) is a series of AB Variable Products Series Fund, Inc. (the “Fund”). Prior to May 1, 2015, the Portfolio was known as AllianceBernstein Value Portfolio. 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 fifteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Portfolio is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

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, 2015:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

102,192,449

$

–0

–

$

–0

–

$

102,192,449

Short-Term Investments

–0

–

2,967,878

–0

–

2,967,878

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,093,138

–0

–

–0

–

1,093,138

Total Investments in Securities

103,285,587

2,967,878

–0

–

106,253,465

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

103,285,587

$

2,967,878

$

–0

–

$

106,253,465

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

10

AB Variable Products Series Fund

The Adviser established the Committee to oversee the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis (the “Expense Caps”) to 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, 2015, 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, 2015, the reimbursement for such services amounted to $25,384.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2015 amounted to $43,672, 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 $662 for the six months ended June 30, 2015.

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, 2015 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	26,579,875		$	37,657,621
U.S government securities		–0	–		–0	–

12

AB 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	$	21,220,054
Gross unrealized depreciation		(2,904,525	)
Net unrealized appreciation	$	18,315,529

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, 2015.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AB Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2015, the Portfolio had securities on loan with a value of $1,073,399 and had received cash collateral which has been invested into AB Exchange Reserves of $1,093,138. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $33,675 and $447 from the borrowers and AB Exchange Reserves, respectively, for the six months ended June 30, 2015; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AB Exchange Reserves for the six months ended June 30, 2015 is as follows:

Market Value December 31, 2014 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2015 (000)
$	1,053	$	4,592	$	4,552	$	1,093

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AB Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014			Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31, 2014
Class A
Shares sold		893			5,694		$	14,048		$	83,425
Shares issued in reinvestment of dividends		–0	–		2,832			–0	–		42,059
Shares redeemed		(19,778	)		(31,302	)		(306,013	)		(472,031	)
Net decrease		(18,885	)		(22,776	)	$	(291,965	)	$	(346,547	)
Class B
Shares sold		147,951			201,840		$	2,266,269		$	2,930,423
Shares issued in reinvestment of dividends		–0	–		128,775			–0	–		1,898,144
Shares redeemed		(899,082	)		(2,418,029	)		(13,849,535	)		(35,264,922	)
Net decrease		(751,131	)		(2,087,414	)	$	(11,583,266	)	$	(30,436,355	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign (Non-U.S.) Risk—Investment in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be less liquid due to adverse market, economic, political, regulatory or other factors.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce its returns.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $280 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2015.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2015 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 were as follows:

	2014		2013
Distributions paid from:
Ordinary income	$	1,940,204	$	2,907,639
Total taxable distributions paid	$	1,940,204	$	2,907,639

14

AB Variable Products Series Fund

As of December 31, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,856,727
Accumulated capital and other losses		(24,596,132	)(a)
Unrealized appreciation/(depreciation)		26,644,803	(b)
Total accumulated earnings/(deficit)	$	3,905,398

(a) On December 31, 2014, the Portfolio had a net capital loss carryforward of $24,596,132. During the fiscal year, the Portfolio utilized $19,645,492 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2014, the Portfolio had a net capital loss carryforward of $24,596,132 which will expire in 2017.

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	AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$15.50			$14.22			$10.63			$9.37			$9.84			$8.97
Income From Investment Operations
Net investment income (a)		.11			.26			.19			.20			.17			.12
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.07	)		1.31			3.70			1.26			(.50	)		.93
Net increase (decrease) in net asset value from operations		.04			1.57			3.89			1.46			(.33	)		1.05
Less: Dividends
Dividends from net investment income		–0	–		(.29	)		(.30	)		(.20	)		(.14	)		(.18	)
Net asset value, end of period		$15.54			$15.50			$14.22			$10.63			$9.37			$9.84
Total Return
Total investment return based on net asset value (b)		.26	%*		11.10	%*		36.85	%*		15.73	%		(3.50	)%		11.81	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,762			$2,050			$2,205			$1,533			$1,517			$1,707
Ratio to average net assets of:
Expenses		.81	%^		.79	%		.73	%		.72	%		.71	%		.71	%+
Net investment income		1.37	%^		1.74	%		1.51	%		1.98	%		1.78	%		1.37	%+
Portfolio turnover rate		25	%		42	%		44	%		40	%		62	%		73	%

See footnote summary on page 17.

16

AB Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2015 (unaudited)			Year Ended December 31,
				2014			2013			2012			2011			2010
Net asset value, beginning of period		$15.37			$14.10			$10.54			$  9.28			$9.75			$8.90
Income From Investment Operations
Net investment income (a)		.09			.22			.16			.17			.15			.10
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.07	)		1.29			3.66			1.26			(.50	)		.91
Net increase (decrease) in net asset value from operations		.02			1.51			3.82			1.43			(.35	)		1.01
Less: Dividends
Dividends from net investment income		–0	–		(.24	)		(.26	)		(.17	)		(.12	)		(.16	)
Net asset value, end of period		$15.39			$15.37			$14.10			$10.54			$9.28			$9.75
Total Return
Total investment return based on net asset value (b)		.20	%*		10.77	%*		36.49	%*		15.54	%		(3.78	)%		11.42	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$100,760			$112,143			$132,271			$157,920			$175,183			$212,522
Ratio to average net assets of:
Expenses		1.06	%^		1.04	%		.98	%		.97	%		.96	%		.96	%+
Net investment income		1.13	%^		1.51	%		1.28	%		1.72	%		1.51	%		1.12	%+
Portfolio turnover rate		25	%		42	%		44	%		40	%		62	%		73	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2015 and years ended December 31, 2014, December 31, 2013 and December 31, 2010 by 0.17%%, 0.04%, 0.07% and 0.01%, respectively.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

17

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AB Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AB Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AB Value Portfolio (the “Portfolio”) at a meeting held on May 4-7, 2015.

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 AB 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. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also was 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 2013 and 2014 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries 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

AB 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 2015 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, 2015 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 4th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 2nd quintile of the Performance Group and the Performance Universe for the 3-year period, in the 3rd quintile of the Performance Group and 4th 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 lagged the Index in all periods. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 3.9 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the Adviser’s fee schedule for 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 the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising 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)	AB 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 the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was higher than the Expense Group and the Expense Universe medians. After discussing with the Adviser the reasons for the Portfolio’s expense ratio, the directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AB Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2015 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	AB 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 AB Variable Products Series Fund (the “Fund”), in respect of AB 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 Section 36(b) requires: to face liability under Section 36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of Section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/15 ($MIL)
Value Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$106.6

1 The information in the fee summary was completed on April 23, 2015 and discussed with the Board of Directors on May 5-7, 2015.

2 Future references to the Fund and the Portfolio do not include “AB.” 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)	AB 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 $48,434 (0.039% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Value Portfolio	Class A    1.20%		0.79%	December 31
	Class B    1.45%		1.04%

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 AB Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AB Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2015 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.

22

AB Variable Products Series Fund

Portfolio	Net Assets 3/31/15 ($MIL)	AB Institutional Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Value Portfolio	$106.6	U.S. Diversified Value 0.65% on 1st $25 million 0.50% on next $25 million 0.40% on next $50 million 0.30% on next $100 million 0.25% on the balance Minimum account size: $25m		0.476%		0.550%

The Adviser also manages AB Trust, Inc.—Value Fund (“Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AB Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Value Portfolio	Value Fund	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, 2015 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Value Portfolio	Client # 17,8	0.49% on the first $100 million		0.478%		0.550%
		0.30% on the next $100 million
		0.25% on the balance

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that the sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

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.

8 Assets are aggregated with other client portfolios for purposes of calculating the advisory fee.

23

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB 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.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, operating structure, and expense attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)12		Lipper EG Median (%)		Lipper EG Rank
Value Portfolio		0.550		0.740		2/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹³ 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 (%)14		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Value Portfolio		0.786		0.780		7/11		0.758		21/33

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

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 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 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.

14 Most recently completed fiscal year end Class A total expense ratio.

24

AB Variable Products Series Fund

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2014, relative to 2013.

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, 2014, ABI received $302,455 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2014, the Adviser incurred distribution expenses in the amount of $630,497 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $350,000 in 2014 and expects to pay approximately $400,000 in 2015 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. 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.

15 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a fee of $18,000 in 2014.

25

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AB Variable Products Series Fund

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 AB 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 AB 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 $486 billion as of March 31, 2015, 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, 2015.²¹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Value Portfolio
1 year		11.43		12.00		12.53		8/11		35/51
3 year		17.50		16.34		17.19		4/11		19/49
5 year		13.72		13.63		14.16		5/10		26/43
10 year		5.25		6.64		6.97		9/9		32/33

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 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.

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

AB 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)²² versus its benchmark.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown²⁴

	Periods Ending February 28, 2015 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Value Portfolio		11.43		17.50		13.72		5.25		8.15		16.45		0.30		10
Russell 1000		13.49		18.11		15.51		7.21		10.00		15.56		0.43		10
Value Index
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2015

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 28, 2014.

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

VPS-VAL-0152-0615

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Variable Products Series Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: August 11, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: August 11, 2015

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: August 11, 2015