Ab Variable Products Series Fund N-CSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-05398

ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.

(Exact name of registrant as specified in charter)

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

(Address of principal executive offices) (Zip code)

Joseph J. Mantineo

Alliance Bernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

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

Date of fiscal year end: December 31, 2012

Date of reporting period: June 30, 2012

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

BALANCED WEALTH STRATEGY PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,059.60	$	3.33		0.65	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.63	$	3.27		0.65	%
Class B
Actual	$	1,000	$	1,058.30	$	4.61		0.90	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.39	$	4.52		0.90	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association	$	44,021,158		8.1	%
U.S. Treasury Bonds & Notes		31,711,556		5.8
Apple, Inc.		8,292,800		1.5
Federal Home Loan Mortgage Corp. Gold		7,330,327		1.4
Exxon Mobil Corp.		6,186,112		1.1
Federal Farm Credit Bank		5,704,251		1.1
UnitedHealth Group, Inc.		4,781,556		0.9
Pfizer, Inc.		4,703,500		0.9
Residual Funding Corp. Principal Strip		4,156,373		0.8
Citigroup, Inc.		3,978,793		0.7
	$	120,866,426		22.3	%

SECURITY TYPE BREAKDOWN^**

June 30, 2012 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	343,081,416		62.2	%
Corporates—Investment Grades		52,772,226		9.6
Mortgage Pass-Throughs		46,075,737		8.4
Governments—Treasuries		31,711,556		5.8
Asset-Backed Securities		20,739,415		3.8
Agencies		18,446,790		3.3
Commercial Mortgage-Backed Securities		14,402,091		2.6
Corporates—Non-Investment Grades		2,346,600		0.4
Quasi-Sovereigns		2,239,003		0.4
Inflation-Linked Securities		1,197,471		0.2
Governments—Sovereign Bonds		1,094,521		0.2
Local Governments—Municipal Bonds		588,242		0.1
Other***		446,326		0.1
Short-Term Investments		15,963,978		2.9
Total Investments	$	551,105,372		100.0	%

* Long-term investments.

** The Portfolios security type breakdown is expressed as a percentage of total investments (excluding security collateral lending) 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: Collateralized Mortgage Obligations, Preferred Stocks and Options Purchased—Puts.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–63.2%
FINANCIALS–17.1%
CAPITAL MARKETS–1.0%
Affiliated Managers Group, Inc.(a)		8,050	$	881,072
Blackstone Group LP		74,917		979,165
Deutsche Bank AG		11,900		429,510
Goldman Sachs Group, Inc. (The)		6,245		598,646
Macquarie Group Ltd.		22,587		609,936
State Street Corp.		20,500		915,120
UBS AG(a)		85,862		1,004,772
				5,418,221
COMMERCIAL BANKS–2.8%
Australia & New Zealand Banking Group Ltd.		6,900		157,183
Banco Bilbao Vizcaya Argentaria SA(b)		64,841		463,052
Banco do Brasil SA		36,400		353,942
Banco Santander SA		69,572		460,236
Barclays PLC		120,000		306,630
BB&T Corp.		11,200		345,520
BNP Paribas SA		12,383		477,423
CIT Group, Inc.(a)		50,300		1,792,692
HSBC Holdings PLC		197,120		1,736,990
Intesa Sanpaolo SpA		233,640		332,527
Itau Unibanco Holding SA (ADR)		13,650		190,008
KB Financial Group, Inc.		8,875		289,919
KeyCorp		15,100		116,874
Lloyds Banking Group PLC(a)		739,400		361,204
Mitsubishi UFJ Financial Group, Inc.		130,000		622,814
National Australia Bank Ltd.		26,400		643,040
PNC Financial Services Group, Inc.		7,100		433,881
Regions Financial Corp.		20,700		139,725
Societe Generale SA(a)		18,089		424,179
Sumitomo Mitsui Financial Group, Inc.		17,100		564,897
Turkiye Vakiflar Bankasi Tao– Class D		96,100		200,372
US Bancorp		27,100		871,536
Wells Fargo & Co.		104,900		3,507,856
Westpac Banking Corp.		10,671		233,014
				15,025,514
CONSUMER FINANCE–0.1%
Discover Financial Services		7,800		269,724
Shriram Transport Finance Co., Ltd.		23,765		226,912
				496,636
DIVERSIFIED FINANCIAL SERVICES–1.6%
Bank of America Corp.		134,900		1,103,482
Citigroup, Inc.		94,000		2,576,540
IG Group Holdings PLC		107,132		805,219
ING Groep NV(a)		89,110		597,402
JPMorgan Chase & Co.		71,300		2,547,549
Leucadia National Corp.		14,400	$	306,288
Moody’s Corp.		9,800		358,190
ORIX Corp.		3,580		333,641
				8,628,311
INSURANCE–1.3%
Admiral Group PLC(b)		61,550		1,148,167
Aegon NV		77,499		359,408
AIA Group Ltd.		411,400		1,420,999
Allianz SE		3,790		381,216
Aviva PLC		64,630		276,743
Berkshire Hathaway, Inc.(a)		7,600		633,308
Chubb Corp. (The)		6,400		466,048
Muenchener Rueckversicherungs AG		3,290		464,232
Prudential PLC		63,680		738,371
Reinsurance Group of America, Inc.–Class A		10,900		579,989
Suncorp Group Ltd.		41,970		350,704
Travelers Cos., Inc. (The)		6,300		402,192
				7,221,377
REAL ESTATE INVESTMENT TRUSTS (REITs)–7.4%
Allied Properties Real Estate Investment Trust		9,976		284,161
American Tower Corp.		3,980		278,242
AvalonBay Communities, Inc.		6,180		874,346
Befimmo SCA Sicafi		2,510		142,611
Boardwalk Real Estate Investment Trust		3,280		188,823
Boston Properties, Inc.		9,524		1,032,116
Brandywine Realty Trust		17,450		215,333
British Land Co. PLC		90,091		721,403
Canadian Real Estate Investment Trust		11,560		461,673
Chartwell Seniors Housing Real Estate Investment Trust		36,170		344,611
Cofinimmo		1,280		142,653
Cominar Real Estate Investment Trust		19,643		463,051
Commonwealth Property Office Fund		188,430		196,419
Corio NV		12,697		559,015
Corporate Office Properties Trust		11,651		273,915
CubeSmart		12,480		145,642
DDR Corp.		18,195		266,375
Dexus Property Group		195,410		186,988
Digital Realty Trust, Inc.		7,140		536,000
Douglas Emmett, Inc.		22,886		528,667
Duke Realty Corp.		25,250		369,660
Dundee International Real Estate Investment Trust		13,723		133,981
Dundee Real Estate Investment Trust		12,646		474,365
EastGroup Properties, Inc.		5,490		292,617
Entertainment Properties Trust		3,110		127,852
Equity Residential		19,010		1,185,464
Eurocommercial Properties NV		9,900		342,510

3

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

Company	Shares		U.S. $ Value
Extra Space Storage, Inc.		22,200	$	679,320
Federal Realty Investment Trust		4,060		422,605
FelCor Lodging Trust, Inc.(a) (b)		143,520		674,544
Fonciere Des Regions		1,810		130,136
General Growth Properties, Inc.		23,210		419,869
Glimcher Realty Trust		43,166		441,156
Goodman Group		191,956		726,830
GPT Group		32,670		110,508
Hammerson PLC		35,690		247,873
HCP, Inc.		19,330		853,419
Health Care REIT, Inc.		11,270		657,041
Host Hotels & Resorts, Inc.		11,200		177,184
InnVest Real Estate Investment Trust		42,557		196,462
Japan Real Estate Investment Corp.		38		348,413
Japan Retail Fund Investment Corp.		98		155,453
Kilroy Realty Corp.		10,156		491,652
Klepierre		19,483		640,286
Land Securities Group PLC		27,700		320,931
Lexington Realty Trust(b)		30,310		256,726
Liberty Property Trust(b)		7,220		265,985
Link REIT (The)		161,268		659,971
LTC Properties, Inc.		9,530		345,748
Macerich Co. (The)		2,500		147,625
Mack-Cali Realty Corp.		9,820		285,467
Mapletree Logistics Trust		471,000		366,220
Mercialys SA		16,810		312,810
Mirvac Group		324,533		426,430
Morguard Real Estate Investment Trust		7,350		122,729
National Retail Properties, Inc.		8,070		228,300
Nippon Building Fund, Inc.(b)		31		299,729
Northern Property Real Estate Investment Trust		13,800		446,355
Omega Healthcare Investors, Inc.		19,220		432,450
Orix JREIT, Inc.		77		346,116
Pebblebrook Hotel Trust		14,210		331,235
Post Properties, Inc.		5,570		272,651
ProLogis, Inc.		22,043		732,489
Public Storage		6,300		909,783
Realty Income Corp.(b)		4,770		199,243
Regency Centers Corp.		12,770		607,469
RioCan Real Estate Investment Trust (Toronto)		7,083		192,711
Segro PLC		46,880		159,720
Senior Housing Properties Trust		10,780		240,610
Simon Property Group, Inc.		22,316		3,473,709
SL Green Realty Corp.		5,533		443,968
Sovran Self Storage, Inc.		7,222		361,750
Stockland		171,880		545,530
Strategic Hotels & Resorts, Inc.(a)		70,310		454,203
Suntec Real Estate Investment Trust		205,000		219,563
Tanger Factory Outlet Centers		22,400		717,920
UDR, Inc.		14,470		373,905
Unibail-Rodamco SE		8,389		1,545,338
Ventas, Inc.		23,230	$	1,466,278
Vornado Realty Trust		11,960		1,004,401
Weingarten Realty Investors		8,260		217,568
Westfield Group		147,870		1,447,851
Westfield Retail Trust		268,650		788,000
Weyerhaeuser Co.		13,340		298,282
				40,409,013
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.8%
Aeon Mall Co., Ltd.		25,300		539,104
CapitaLand Ltd.		182,000		392,420
Castellum AB		22,274		269,374
CBRE Group, Inc.(a)		34,273		560,706
Cheung Kong Holdings Ltd.		11,000		135,953
China Overseas Land & Investment Ltd.		108,000		254,342
City Developments Ltd.		18,000		160,450
Citycon OYJ		58,590		165,800
Daito Trust Construction Co., Ltd.		6,800		644,586
Evergrande Real Estate Group Ltd.(b)		1,405,000		727,642
Global Logistic Properties Ltd.(a)		76,000		126,522
Great Eagle Holdings Ltd.		103,000		266,033
GSW Immobilien AG(b)		9,354		319,792
Hang Lung Group Ltd.		21,000		129,846
Hang Lung Properties Ltd.		509,000		1,741,095
Henderson Land Development Co., Ltd.		31,000		172,746
Hongkong Land Holdings Ltd.		70,000		403,813
Hufvudstaden AB–Class A(b)		32,931		352,998
Kerry Properties Ltd.		33,000		141,145
Mitsubishi Estate Co., Ltd.		69,000		1,237,915
Mitsui Fudosan Co., Ltd.		78,100		1,515,361
New World Development Ltd.		657,958		774,447
Soho China Ltd.		371,500		286,123
Sumitomo Realty & Development Co., Ltd.		34,000		836,277
Sun Hung Kai Properties Ltd.		108,708		1,291,714
Swire Pacific Ltd.		12,000		139,415
Tokyu Land Corp.		63,000		312,717
UOL Group Ltd.		77,516		303,857
Wharf Holdings Ltd.		149,000		829,556
				15,031,749
THRIFTS & MORTGAGE FINANCE–0.1%
Housing Development Finance Corp.		44,040		517,339
				92,748,160
INFORMATION TECHNOLOGY–9.6%
COMMUNICATIONS EQUIPMENT–1.3%
Cisco Systems, Inc.		115,700		1,986,569
F5 Networks, Inc.(a)		15,790		1,572,053

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Motorola Solutions, Inc.		5,000	$	240,550
QUALCOMM, Inc.		57,925		3,225,264
				7,024,436
COMPUTERS & PERIPHERALS–2.2%
Apple, Inc.(a)		14,200		8,292,800
Dell, Inc.(a)		6,800		85,136
EMC Corp./MA(a)		39,049		1,000,826
Fujitsu Ltd.		81,000		387,642
Hewlett-Packard Co.		106,800		2,147,748
Wistron Corp.		121,793		150,344
				12,064,496
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.1%
AU Optronics Corp.		537,310		218,357
LG Display Co., Ltd.(a)		15,010		283,380
TE Connectivity Ltd.		9,100		290,381
				792,118
INTERNET SOFTWARE & SERVICES–1.2%
Baidu, Inc. (Sponsored ADR)(a)		4,730		543,855
Google, Inc.–Class A(a)		6,540		3,793,658
LinkedIn Corp.(a)(b)		6,240		663,125
Telecity Group PLC(a)		98,697		1,243,888
				6,244,526
IT SERVICES–0.9%
Cognizant Technology Solutions Corp.–Class A(a)		41,800		2,508,000
Tata Consultancy Services Ltd.		10,960		253,045
Visa, Inc.–Class A		17,860		2,208,032
				4,969,077
OFFICE ELECTRONICS–0.1%
Konica Minolta Holdings, Inc.		46,500		366,325
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.6%
Advanced Semiconductor Engineering, Inc.		349,685		287,052
Advanced Semiconductor Engineering, Inc. (ADR)		56,525		230,057
Applied Materials, Inc.		112,700		1,291,542
Broadcom Corp.–Class A(a)		21,482		726,092
GCL-Poly Energy Holdings Ltd.(b)		639,000		142,102
Intel Corp.		76,200		2,030,730
Lam Research Corp.(a)		18,900		713,286
Micron Technology, Inc.(a)		143,100		902,961
Samsung Electronics Co., Ltd.		290		307,106
Samsung Electronics Co., Ltd. (Preference Shares)		990		653,550
Sumco Corp.(a)		15,900		144,636
Tokyo Electron Ltd.		6,500		304,817
Xilinx, Inc.		25,580		858,720
				8,592,651
SOFTWARE–2.2%
ANSYS, Inc.(a)		17,975	$	1,134,402
Aveva Group PLC		6,940		177,189
CA, Inc.		6,100		165,249
Citrix Systems, Inc.(a)		30,260		2,540,024
Informatica Corp.(a)		16,710		707,836
Intuit, Inc.		33,010		1,959,144
Microsoft Corp.		14,800		452,732
Nintendo Co., Ltd.		1,400		163,493
Oracle Corp.		87,930		2,611,521
Salesforce.com, Inc.(a)		3,460		478,380
Temenos Group AG(a)		12,755		210,888
TIBCO Software, Inc.(a)		53,496		1,600,600
				12,201,458
				52,255,087
CONSUMER DISCRETIONARY–9.3%
AUTO COMPONENTS–0.7%
BorgWarner, Inc.(a) (b)		10,608		695,779
Cie Generale des Etablissements Michelin–Class B(b)		6,970		456,021
GKN PLC		124,100		351,845
Lear Corp.		21,200		799,876
Magna International, Inc. (Toronto)–Class A(b)		7,540		297,793
Magna International, Inc. (New York)–Class A		12,200		481,412
NGK Spark Plug Co., Ltd.		13,000		171,710
Sumitomo Rubber Industries Ltd.		11,500		149,787
TRW Automotive Holdings Corp.(a)		13,900		510,964
				3,915,187
AUTOMOBILES–1.0%
Bayerische Motoren Werke AG		3,230		233,748
Ford Motor Co.		68,100		653,079
General Motors Co.(a)		59,600		1,175,312
Harley-Davidson, Inc.		15,721		718,921
Honda Motor Co., Ltd.(b)		16,100		561,818
Kia Motors Corp.		3,100		204,320
Mazda Motor Corp.(a)		215,000		292,777
Nissan Motor Co., Ltd.		75,200		714,079
Renault SA		7,830		312,672
Volkswagen AG (Preference Shares)		3,920		621,037
				5,487,763
DISTRIBUTORS–0.3%
Imperial Holdings Ltd.		6,780		143,113
Jardine Cycle & Carriage Ltd.		2,000		73,712
Li & Fung Ltd.		802,000		1,550,777
				1,767,602
DIVERSIFIED CONSUMER SERVICES–0.3%
Anhanguera Educacional Participacoes SA		15,800		201,384
Apollo Group, Inc.–Class A(a)		23,400		846,846
Estacio Participacoes SA		23,400		283,107
				1,331,337

5

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

Company	Shares		U.S. $ Value
HOTELS, RESTAURANTS & LEISURE–1.3%
Chipotle Mexican Grill, Inc.–Class A(a)		1,790	$	680,110
Intercontinental Hotels Group PLC		24,960		600,900
Las Vegas Sands Corp.		34,690		1,508,668
MGM Resorts International(a)		101,700		1,134,972
Sands China Ltd.		175,600		564,909
Shangri-La Asia Ltd.		159,333		304,394
Sodexo		8,700		677,408
Starbucks Corp.		27,690		1,476,431
Starwood Hotels & Resorts Worldwide, Inc.		5,380		285,355
				7,233,147
HOUSEHOLD DURABLES–0.5%
MRV Engenharia e Participacoes SA		41,500		192,158
Newell Rubbermaid, Inc.		48,400		877,976
NVR, Inc.(a)		500		425,000
Rossi Residencial SA		98,200		241,039
Sharp Corp./Japan		90,000		458,545
Sony Corp.		14,800		211,629
				2,406,347
INTERNET & CATALOG RETAIL–0.4%
Amazon.com, Inc.(a)		4,185		955,645
priceline.com, Inc.(a)		1,490		990,135
Rakuten, Inc.		19,800		204,705
				2,150,485
LEISURE EQUIPMENT & PRODUCTS–0.0%
Namco Bandai Holdings, Inc.		15,900		218,047
MEDIA–2.4%
CBS Corp.–Class B		26,900		881,782
Comcast Corp.–Class A		63,580		2,032,652
DIRECTV(a)		18,300		893,406
Gannett Co., Inc.		54,000		795,420
Informa PLC		30,090		179,546
McGraw-Hill Cos., Inc. (The)		12,600		567,000
News Corp.–Class A		37,400		833,646
Time Warner Cable, Inc.– Class A		17,800		1,461,380
Viacom, Inc.–Class B		25,500		1,199,010
Walt Disney Co. (The)		80,102		3,884,947
				12,728,789
MULTILINE RETAIL–0.6%
Dollar General Corp.(a)		15,143		823,628
Don Quijote Co., Ltd.(b)		16,000		551,043
Golden Eagle Retail Group Ltd.(b)		125,000		257,324
Macy’s, Inc.		28,900		992,715
Target Corp.		6,800		395,692
				3,020,402
SPECIALTY RETAIL–0.8%
Belle International Holdings Ltd.		216,000		370,606
GameStop Corp.–Class A(b)		13,400		246,024
Home Depot, Inc. (The)		10,300	$	545,797
L’Occitane International SA		15,000		41,630
Lowe’s Cos., Inc.		21,100		600,084
Nitori Holdings Co., Ltd.		12,900		1,219,810
Shimamura Co., Ltd.		1,000		115,555
Staples, Inc.		11,700		152,685
Yamada Denki Co., Ltd.		25,050		1,282,519
				4,574,710
TEXTILES, APPAREL & LUXURY GOODS–1.0%
Cie Financiere Richemont SA		15,570		854,945
Coach, Inc.		28,290		1,654,399
LVMH Moet Hennessy Louis Vuitton SA		2,066		314,424
PVH Corp.		15,072		1,172,451
Ralph Lauren Corp.		4,250		595,255
Trinity Ltd.		236,000		149,500
VF Corp.		6,530		871,428
Yue Yuen Industrial Holdings Ltd.		9,000		28,063
				5,640,465
				50,474,281
ENERGY–7.2%
ENERGY EQUIPMENT & SERVICES–2.5%
AMEC PLC		34,208		539,270
FMC Technologies, Inc.(a)		17,620		691,232
Halliburton Co.		73,580		2,088,936
Helmerich & Payne, Inc.		21,200		921,776
National Oilwell Varco, Inc.		25,620		1,650,953
Oceaneering International, Inc.		31,442		1,504,814
Saipem SpA		4,910		218,663
Schlumberger Ltd.		53,855		3,495,728
Seadrill Ltd.		10,460		373,061
Technip SA		8,580		894,173
Transocean Ltd./Switzerland		20,300		908,019
				13,286,625
OIL, GAS & CONSUMABLE FUELS–4.7%
Afren PLC(a)		69,590		113,122
Anadarko Petroleum Corp.		16,400		1,085,680
BG Group PLC		59,840		1,225,013
BP PLC		260,870		1,742,142
BP PLC (Sponsored ADR)		40,000		1,621,600
Chevron Corp.		22,900		2,415,950
China Petroleum & Chemical Corp.–Class H		258,000		230,581
Devon Energy Corp.		6,500		376,935
ENI SpA		20,300		431,276
EOG Resources, Inc.		13,755		1,239,463
Exxon Mobil Corp.		72,293		6,186,112
Gazprom OAO (Sponsored ADR)(b)		36,290		344,755
JX Holdings, Inc.		57,500		296,356
LUKOIL OAO (London) (Sponsored ADR)(b)		4,040		226,563
Marathon Oil Corp.		31,500		805,455

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Marathon Petroleum Corp.		27,400	$	1,230,808
Nexen, Inc. (Toronto)		21,652		366,644
Noble Energy, Inc.		19,344		1,640,758
NovaTek OAO (Sponsored GDR)(c)		820		87,558
Petroleo Brasileiro SA (Sponsored ADR)(b)		26,000		471,640
PTT PCL		20,800		211,537
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		35,795		1,208,105
Suncor Energy, Inc. (New York)		36,670		1,061,596
Total SA		19,130		861,020
Valero Energy Corp.		9,600		231,840
				25,712,509
				38,999,134
HEALTH CARE–6.5%
BIOTECHNOLOGY–0.5%
Biogen Idec, Inc.(a)		5,430		783,983
Gilead Sciences, Inc.(a)		36,305		1,861,721
Vertex Pharmaceuticals, Inc.(a)		4,400		246,048
				2,891,752
HEALTH CARE EQUIPMENT & SUPPLIES–0.5%
Covidien PLC		32,705		1,749,717
Stryker Corp.		15,280		841,928
				2,591,645
HEALTH CARE PROVIDERS & SERVICES–1.7%
Aetna, Inc.		6,900		267,513
Express Scripts Holding Co.(a)		15,776		880,774
Health Net, Inc.(a)		15,100		366,477
McKesson Corp.		10,230		959,063
UnitedHealth Group, Inc.		81,736		4,781,556
WellPoint, Inc.		31,200		1,990,248
				9,245,631
LIFE SCIENCES TOOLS & SERVICES–0.2%
Eurofins Scientific		3,074		381,736
Illumina, Inc.(a) (b)		17,612		711,349
				1,093,085
PHARMACEUTICALS–3.6%
Abbott Laboratories		1,700		109,599
Allergan, Inc./United States		18,475		1,710,231
AstraZeneca PLC		29,659		1,325,391
AstraZeneca PLC (Sponsored ADR)		35,500		1,588,625
GlaxoSmithKline PLC		25,430		577,618
Johnson & Johnson		50,700		3,425,292
Merck & Co., Inc.		64,800		2,705,400
Novartis AG		13,994		782,423
Otsuka Holdings Co., Ltd.		9,100		279,326
Perrigo Co.		6,260		738,242
Pfizer, Inc.		204,500		4,703,500
Roche Holding AG		4,230		730,660
Roche Holding AG (Sponsored ADR)		12,800	$	553,216
				19,229,523
				35,051,636
INDUSTRIALS–5.6%
AEROSPACE & DEFENSE–0.9%
Boeing Co. (The)		22,720		1,688,096
General Dynamics Corp.		5,800		382,568
Northrop Grumman Corp.		4,100		261,539
Precision Castparts Corp.		13,275		2,183,605
Safran SA		12,500		464,205
				4,980,013
AIR FREIGHT & LOGISTICS–0.2%
Kuehne & Nagel International AG		10,270		1,088,036
AIRLINES–0.2%
Cathay Pacific Airways Ltd.		52,000		84,440
Delta Air Lines, Inc.(a)		75,900		831,105
				915,545
BUILDING PRODUCTS–0.2%
Asahi Glass Co., Ltd.(b)		58,000		391,279
Fortune Brands Home & Security, Inc.(a)		17,300		385,271
				776,550
COMMERCIAL SERVICES & SUPPLIES–0.2%
Edenred		7,299		206,922
Serco Group PLC		125,675		1,055,423
				1,262,345
CONSTRUCTION & ENGINEERING–0.1%
Bouygues SA		19,525		523,926
ELECTRICAL EQUIPMENT–0.8%
AMETEK, Inc.		14,108		704,130
Emerson Electric Co.		40,390		1,881,366
Rockwell Automation, Inc.		10,589		699,509
Roper Industries, Inc.		7,280		717,663
Sumitomo Electric Industries Ltd.		36,600		456,068
				4,458,736
INDUSTRIAL CONGLOMERATES–1.5%
Cookson Group PLC		12,810		118,536
Danaher Corp.		64,359		3,351,817
General Electric Co.		165,600		3,451,104
Hopewell Holdings Ltd.		15,900		45,312
Jardine Matheson Holdings Ltd.		2,400		116,905
Jardine Strategic Holdings Ltd.		4,000		122,961
Keppel Corp., Ltd.		137,500		1,126,470
				8,333,105
MACHINERY–0.6%
Cummins, Inc.		8,600		833,426
Dover Corp.		21,920		1,175,131
Flowserve Corp.		6,949		797,398

7

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

Company	Shares		U.S. $ Value
IHI Corp.		32,000	$	68,448
Parker Hannifin Corp.		1,900		146,072
				3,020,475
PROFESSIONAL SERVICES–0.7%
Bureau Veritas SA		9,893		880,086
Capita PLC		158,430		1,627,967
Hays PLC		57,154		66,008
Intertek Group PLC		33,532		1,404,852
				3,978,913
ROAD & RAIL–0.1%
DSV A/S		9,495		188,267
East Japan Railway Co.		1,700		106,745
Localiza Rent a Car SA		14,500		219,106
				514,118
TRADING COMPANIES & DISTRIBUTORS–0.1%
Mitsubishi Corp.		18,000		363,857
Mitsui & Co., Ltd.		13,400		199,122
				562,979
				30,414,741
CONSUMER STAPLES–3.6%
BEVERAGES–0.1%
Asahi Group Holdings Ltd.		14,500		311,523
FOOD & STAPLES RETAILING–1.0%
CVS Caremark Corp.		21,800		1,018,714
Delhaize Group SA		4,637		169,862
Empire Co., Ltd.		1,900		100,141
Jeronimo Martins SGPS SA		40,421		683,389
Koninklijke Ahold NV		36,190		448,296
Kroger Co. (The)		72,800		1,688,232
Olam International Ltd.(b)		790,412		1,144,790
Sugi Holdings Co., Ltd.		12,300		403,524
				5,656,948
FOOD PRODUCTS–0.5%
Archer-Daniels-Midland Co.		11,100		327,672
Hershey Co. (The)		13,890		1,000,497
Nestle SA		7,690		458,923
Tyson Foods, Inc.–Class A		19,200		361,536
Unilever PLC		20,400		684,904
				2,833,532
HOUSEHOLD PRODUCTS–0.5%
Procter & Gamble Co. (The)		30,800		1,886,500
Reckitt Benckiser Group PLC		12,830		678,155
				2,564,655
PERSONAL PRODUCTS–0.2%
Estee Lauder Cos., Inc. (The)– Class A		14,480		783,658
Natura Cosmeticos SA		6,400		149,763
				933,421
TOBACCO–1.3%
Altria Group, Inc.		45,300		1,565,115
British American Tobacco PLC		34,952		1,776,959
Imperial Tobacco Group PLC		12,570	$	484,300
Japan Tobacco, Inc.		21,400		633,989
Lorillard, Inc.		12,100		1,596,595
Philip Morris International, Inc.		14,665		1,279,668
				7,336,626
				19,636,705
MATERIALS–1.5%
CHEMICALS–0.9%
Agrium, Inc. (Toronto)(b)		2,930		259,674
Air Water, Inc.		14,000		169,748
Denki Kagaku Kogyo KK		30,000		104,871
Filtrona PLC		56,720		425,452
Incitec Pivot Ltd.		6,901		20,388
Koninklijke DSM NV		13,018		641,780
LyondellBasell Industries NV		23,800		958,426
Monsanto Co.		17,738		1,468,352
OCI Co., Ltd.		750		150,096
Orica Ltd.		10,056		256,144
PPG Industries, Inc.		5,000		530,600
Teijin Ltd.		35,000		106,545
Ube Industries Ltd./Japan		41,000		95,366
				5,187,442
CONSTRUCTION MATERIALS–0.0%
Taiheiyo Cement Corp.		87,000		199,772
METALS & MINING–0.6%
Anglo American PLC		15,460		508,098
Dowa Holdings Co., Ltd.		19,000		117,823
Exxaro Resources Ltd.		6,700		156,455
Freeport-McMoRan Copper & Gold, Inc.		17,550		597,929
Goldcorp, Inc.		4,010		150,971
KGHM Polska Miedz SA		4,600		201,317
OneSteel Ltd.		96,600		87,115
Rio Tinto PLC		12,910		613,531
ThyssenKrupp AG		2,500		40,724
Vale SA (Sponsored ADR) (Local Preference Shares)(b)		22,700		442,877
Xstrata PLC		9,210		115,801
				3,032,641
				8,419,855
TELECOMMUNICATION SERVICES–1.4%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.1%
AT&T, Inc.		64,700		2,307,202
CenturyLink, Inc.		51,100		2,017,939
Nippon Telegraph & Telephone Corp.		20,500		955,925
Telecom Italia SpA (ordinary shares)		463,414		457,918
Telecom Italia SpA (savings shares)		148,800		120,583
Vivendi SA		20,934		388,972
				6,248,539

8

AllianceBernstein Variable Products Series Fund

Company	Shares			U.S. $ Value
WIRELESS TELECOMMUNICATION SERVICES–0.3%
NTT DoCoMo, Inc.			290	$	482,561
Vodafone Group PLC			343,503		965,503
					1,448,064
					7,696,603
UTILITIES–1.3%
ELECTRIC UTILITIES–0.7%
American Electric Power Co., Inc.			21,200		845,880
E.ON AG			23,166		500,597
Edison International			17,200		794,640
EDP–Energias de Portugal SA			91,200		215,743
Great Plains Energy, Inc.			28,900		618,749
NV Energy, Inc.			56,200		987,996
					3,963,605
GAS UTILITIES–0.1%
Atmos Energy Corp.			17,100		599,697
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.1%
APR Energy PLC			31,534		335,832
MULTI-UTILITIES–0.4%
CenterPoint Energy, Inc.			33,000		682,110
DTE Energy Co.			7,800		462,774
National Grid PLC			35,730		378,667
Public Service Enterprise Group, Inc.			6,900		224,250
Veolia Environnement SA			13,520		171,206
					1,919,007
					6,818,141
OTHER INSTRUMENTS–0.1%
OTHER INSTRUMENTS–0.1%
Retail Opportunity Investments Corp.(b)			47,021		567,073
Total Common Stocks (cost $318,706,388)					343,081,416
	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–9.7%
INDUSTRIAL–4.7%
BASIC–0.5%
Alcoa, Inc. 5.40%, 4/15/21		US$	285		283,794
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20			290		298,042
ArcelorMittal 6.125%, 6/01/18			279		282,891
ArcelorMittal USA LLC 6.50%, 4/15/14			105		111,355
BHP Billiton Finance USA Ltd. 7.25%, 3/01/16	US$		203	$	244,598
Dow Chemical Co. (The) 4.125%, 11/15/21			165		176,979
5.25%, 11/15/41			160		176,870
8.55%, 5/15/19			253		336,509
Eastman Chemical Co. 2.40%, 6/01/17			128		129,356
3.60%, 8/15/22			137		139,730
International Paper Co. 4.75%, 2/15/22			135		147,358
7.95%, 6/15/18			190		239,425
Packaging Corp. of America 5.75%, 8/01/13			30		31,643
PPG Industries, Inc. 5.75%, 3/15/13			129		133,504
Teck Resources Ltd. 4.75%, 1/15/22			204		219,199
					2,951,253
CAPITAL GOODS–0.2%
ADT Corp. (The) 3.50%, 7/15/22(c)			110		110,369
Embraer SA 5.15%, 6/15/22			130		133,445
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(c)			40		41,938
Owens Corning 6.50%, 12/01/16			178		197,922
Republic Services, Inc. 3.80%, 5/15/18			17		18,187
5.25%, 11/15/21			165		189,434
5.50%, 9/15/19			233		269,615
					960,910
COMMUNICATIONS–MEDIA–1.0%
CBS Corp. 3.375%, 3/01/22			305		303,870
5.75%, 4/15/20			250		290,769
8.875%, 5/15/19			190		251,253
Comcast Corp. 5.15%, 3/01/20			740		859,055
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.80%, 3/15/22			215		217,428
4.60%, 2/15/21			255		271,202
4.75%, 10/01/14			155		166,381
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(c) (d)			221		234,260
Interpublic Group of Cos., Inc. (The) 4.00%, 3/15/22			47		47,716
News America, Inc. 6.15%, 3/01/37-2/15/41			352		403,552
9.25%, 2/01/13			144		150,463
Omnicom Group, Inc. 3.625%, 5/01/22			165		167,657
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			435		551,867

9

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

Company	Principal Amount (000)		U.S. $ Value
Time Warner Cable, Inc. 5.00%, 2/01/20	US$	157	$	176,316
7.50%, 4/01/14		145		160,760
Time Warner Entertainment Co. LP 8.375%, 3/15/23		311		421,267
Virgin Media Secured Finance PLC 5.25%, 1/15/21		200		221,567
WPP Finance 2010 4.75%, 11/21/21		77		80,800
WPP Finance UK 8.00%, 9/15/14		350		394,722
				5,370,905
COMMUNICATIONS– TELECOMMUNICATIONS–0.6%
American Tower Corp. 5.05%, 9/01/20		380		399,142
AT&T Corp. 8.00%, 11/15/31		15		22,224
AT&T, Inc. 4.45%, 5/15/21		251		284,135
5.35%, 9/01/40		328		376,433
BellSouth Corp. 5.20%, 9/15/14		94		102,298
British Telecommunications PLC 2.00%, 6/22/15		200		202,748
5.95%, 1/15/18		121		141,738
Deutsche Telekom International Finance BV 4.875%, 3/06/42(c)		490		465,521
Telecom Italia Capital SA 6.00%, 9/30/34		65		49,888
6.175%, 6/18/14		305		307,288
6.375%, 11/15/33		60		47,100
7.175%, 6/18/19		170		169,150
Telefonica Emisiones SAU 5.462%, 2/16/21		185		161,097
United States Cellular Corp. 6.70%, 12/15/33		135		139,570
Vodafone Group PLC 6.15%, 2/27/37		375		479,297
7.875%, 2/15/30		100		141,396
				3,489,025
CONSUMER CYCLICAL–AUTOMOTIVE–0.1%
Ford Motor Credit Co. LLC 3.00%, 6/12/17		385		382,879
Harley-Davidson Funding Corp. 5.75%, 12/15/14(c)		341		369,261
				752,140
CONSUMER CYCLICAL–ENTERTAINMENT–0.2%
Time Warner, Inc. 4.70%, 1/15/21		123		137,062
7.625%, 4/15/31		275		355,201
Turner Broadcasting System, Inc. 8.375%, 7/01/13	US$	225	$	240,321
Viacom, Inc. 5.625%, 9/15/19		473		557,815
				1,290,399
CONSUMER CYCLICAL–OTHER–0.1%
Marriott International, Inc./DE 3.00%, 3/01/19		242		244,678
Series J 5.625%, 2/15/13		216		221,912
				466,590
CONSUMER CYCLICAL–RETAILERS–0.2%
CVS Caremark Corp.
6.125%, 8/15/16		100		116,972
6.60%, 3/15/19		195		243,175
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22		475		499,402
				859,549
CONSUMER NON-CYCLICAL–0.3%
Ahold Finance USA LLC 6.875%, 5/01/29		420		522,166
Bunge Ltd. Finance Corp. 5.10%, 7/15/15		69		73,733
5.875%, 5/15/13		180		186,805
8.50%, 6/15/19		153		191,012
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(c)		260		272,355
Delhaize Group SA 5.875%, 2/01/14		105		110,568
Whirlpool Corp. 8.60%, 5/01/14		45		50,101
				1,406,740
ENERGY–0.7%
Anadarko Petroleum Corp. 5.95%, 9/15/16		432		490,224
6.45%, 9/15/36		109		126,018
Canadian Natural Resources Ltd. 5.15%, 2/01/13		100		102,529
ConocoPhillips Holding Co. 6.95%, 4/15/29		66		90,542
Encana Corp. 3.90%, 11/15/21		580		573,700
Marathon Petroleum Corp. 3.50%, 3/01/16		67		70,232
5.125%, 3/01/21		318		356,035
Nabors Industries, Inc. 9.25%, 1/15/19		269		349,247
Noble Energy, Inc. 8.25%, 3/01/19		303		387,357
Noble Holding International Ltd. 4.90%, 8/01/20		36		39,095

10

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
Phillips 66 4.30%, 4/01/22(c)	US$	490	$	515,873
Southwestern Energy Co. 4.10%, 3/15/22(c)		135		136,828
Valero Energy Corp. 6.125%, 2/01/20		275		317,503
Weatherford International Ltd./Bermuda 5.125%, 9/15/20		175		187,871
9.625%, 3/01/19		285		371,424
				4,114,478
OTHER INDUSTRIAL–0.1%
Noble Group Ltd. 6.75%, 1/29/20(c)		445		429,425
SERVICES–0.0%
Western Union Co. (The) 5.93%, 10/01/16		90		104,419
TECHNOLOGY–0.3%
Agilent Technologies, Inc. 5.00%, 7/15/20		71		80,414
Hewlett-Packard Co. 4.65%, 12/09/21		214		224,315
Intel Corp. 4.80%, 10/01/41		265		303,487
Motorola Solutions, Inc. 7.50%, 5/15/25		35		43,262
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22		495		496,369
Xerox Corp. 2.95%, 3/15/17		91		92,031
8.25%, 5/15/14		280		312,208
				1,552,086
TRANSPORTATION–AIRLINES–0.1%
Southwest Airlines Co. 5.25%, 10/01/14		307		332,275
5.75%, 12/15/16		155		179,092
				511,367
TRANSPORTATION–RAILROADS–0.1%
CSX Corp. 4.75%, 5/30/42		465		479,439
5.50%, 8/01/13		35		36,747
				516,186
TRANSPORTATION– SERVICES–0.2%
Asciano Finance Ltd. 3.125%, 9/23/15(c)		470		467,761
Con-way, Inc. 6.70%, 5/01/34		291		289,084
Ryder System, Inc. 5.85%, 11/01/16		127		144,206
7.20%, 9/01/15		127		145,397
				1,046,448
				25,821,920
FINANCIAL INSTITUTIONS–3.7%
BANKING–2.3%
Bank of America Corp. 3.875%, 3/22/17(b)	US$	360	$	366,731
5.70%, 1/24/22		90		99,117
5.875%, 1/05/21-2/07/42		459		502,064
7.375%, 5/15/14		340		365,648
Series L 5.65%, 5/01/18		90		96,236
Barclays Bank PLC 5.125%, 1/08/20		345		374,382
Bear Stearns Cos. LLC (The) 5.55%, 1/22/17		290		313,002
5.70%, 11/15/14		190		205,597
Citigroup, Inc. 4.50%, 1/14/22(b)		395		407,977
5.375%, 8/09/20		232		250,698
5.50%, 4/11/13		230		236,504
6.50%, 8/19/13		260		272,418
8.50%, 5/22/19		190		234,656
Compass Bank 5.50%, 4/01/20		314		296,745
Countrywide Financial Corp. 6.25%, 5/15/16		92		95,753
DNB Bank ASA 3.20%, 4/03/17(c)		485		490,538
Fifth Third Bancorp 3.50%, 3/15/22		188		189,988
Goldman Sachs Group, Inc. (The) 5.25%, 7/27/21		213		216,369
5.75%, 1/24/22		450		475,022
6.00%, 6/15/20		440		469,730
7.50%, 2/15/19		335		382,035
HSBC Holdings PLC 4.00%, 3/30/22		515		534,775
5.10%, 4/05/21		320		357,264
JPMorgan Chase & Co. 4.40%, 7/22/20		390		411,345
4.50%, 1/24/22		515		554,767
4.625%, 5/10/21		233		249,307
Macquarie Bank Ltd. 5.00%, 2/22/17(c)		90		91,665
Macquarie Group Ltd. 4.875%, 8/10/17(b)(c)		379		379,898
Morgan Stanley
5.50%, 7/24/20-7/28/21		676		663,622
6.625%, 4/01/18		345		360,721
National Capital Trust II 5.486%, 3/23/15(c)		91		84,558
Nationwide Building Society 6.25%, 2/25/20(c)		465		501,610
North Fork Bancorporation, Inc. 5.875%, 8/15/12		100		100,469
Royal Bank of Scotland PLC (The) 6.125%, 1/11/21		345		383,266
Santander US Debt SAU 2.991%, 10/07/13(c)		500		480,781

11

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

Company	Principal Amount (000)		U.S. $ Value
Societe Generale SA 2.50%, 1/15/14(c)	US$	245	$	240,650
SouthTrust Corp. 5.80%, 6/15/14		225		241,152
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(c)		230		188,315
Wachovia Corp. 5.50%, 5/01/13		320		332,505
				12,497,880
FINANCE–0.3%
General Electric Capital Corp. 4.65%, 10/17/21		193		214,332
5.625%, 5/01/18		480		551,779
SLM Corp. 7.25%, 1/25/22		340		359,550
Series A 5.375%, 5/15/14		270		279,440
				1,405,101
INSURANCE–0.8%
Allied World Assurance Co., Ltd. 7.50%, 8/01/16		160		184,475
Allstate Corp. (The) 6.125%, 5/15/37		209		205,865
American International Group, Inc. 6.40%, 12/15/20		300		339,443
Coventry Health Care, Inc. 5.95%, 3/15/17		90		102,085
6.125%, 1/15/15		40		43,629
6.30%, 8/15/14		275		298,924
Genworth Financial, Inc. 6.515%, 5/22/18		215		206,031
Guardian Life Insurance Co. of America 7.375%, 9/30/39(c)		163		212,672
Hartford Financial Services Group, Inc. 4.00%, 3/30/15		95		99,633
5.125%, 4/15/22		180		185,356
5.50%, 3/30/20		242		252,661
Humana, Inc. 6.45%, 6/01/16		40		45,490
7.20%, 6/15/18		285		342,482
Lincoln National Corp. 8.75%, 7/01/19		98		123,409
Markel Corp. 7.125%, 9/30/19		230		267,532
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(c)		90		128,959
MetLife, Inc. 7.717%, 2/15/19		112		141,848
10.75%, 8/01/39		140		195,650
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(c)		335		440,751
XL Group PLC 5.25%, 9/15/14	US$	135	$	142,205
6.375%, 11/15/24		157		175,023
				4,134,123
OTHER FINANCE–0.1%
Aviation Capital Group Corp. 7.125%, 10/15/20(c)		173		175,942
ORIX Corp. 4.71%, 4/27/15		369		384,773
				560,715
REITS – 0.2%
ERP Operating LP 5.25%, 9/15/14		105		113,121
HCP, Inc. 5.375%, 2/01/21		505		558,430
Health Care REIT, Inc. 5.25%, 1/15/22		505		535,686
Healthcare Realty Trust, Inc. 5.125%, 4/01/14		131		135,640
				1,342,877
				19,940,696
UTILITY–1.2%
ELECTRIC–0.5%
Allegheny Energy Supply Co. LLC 5.75%, 10/15/19(c)		205		220,606
Constellation Energy Group, Inc. 5.15%, 12/01/20		210		232,458
FirstEnergy Corp. Series C 7.375%, 11/15/31		275		345,199
MidAmerican Energy Holdings Co. 6.125%, 4/01/36		395		494,242
Nisource Finance Corp. 6.80%, 1/15/19		502		601,810
Pacific Gas & Electric Co. 4.50%, 12/15/41		190		201,005
6.05%, 3/01/34		38		47,887
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(c)		348		362,578
TECO Finance, Inc. 4.00%, 3/15/16		100		107,009
5.15%, 3/15/20		125		142,876
Union Electric Co. 6.70%, 2/01/19		45		56,668
				2,812,338
NATURAL GAS–0.7%
DCP Midstream LLC 5.35%, 3/15/20(c)		137		149,516
Energy Transfer Partners LP 6.70%, 7/01/18		127		145,676
7.50%, 7/01/38		410		462,397
Enterprise Products Operating LLC 5.20%, 9/01/20		305		348,941

12

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
EQT Corp. 8.125%, 6/01/19	US$	234	$	280,628
Kinder Morgan Energy Partners LP 3.95%, 9/01/22		424		429,559
4.15%, 3/01/22		220		226,166
ONEOK, Inc. 4.25%, 2/01/22		480		502,684
Talent Yield Investments Ltd. 4.50%, 4/25/22(c)		490		501,292
TransCanada PipeLines Ltd. 6.35%, 5/15/67		120		123,570
Williams Partners LP 5.25%, 3/15/20		298		334,820
				3,505,249
				6,317,587
NON CORPORATE SECTORS–0.1%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.1%
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(c)		290		314,635
Petrobras International Finance Co. - Pifco 5.75%, 1/20/20		345		377,388
				692,023
Total Corporates–Investment Grades (cost $49,522,064)				52,772,226
MORTGAGE PASS-THROUGHS–8.5%
AGENCY FIXED RATE 30-YEAR–7.1%
Federal Home Loan Mortgage Corp. Gold 4.50%, 10/01/39		3,305		3,530,992
5.50%, 4/01/38		2,548		2,766,701
Series 2005 5.50%, 1/01/35		855		933,791
Series 2007 5.50%, 7/01/35		90		98,843
Federal National Mortgage Association 3.50%, TBA		2,705		2,843,209
3.50%, 12/01/41		2,622		2,756,979
4.00%, 1/01/41-12/01/41		6,803		7,250,078
4.50%, TBA		2,750		2,949,804
4.50%, 8/01/40		1,001		1,074,243
5.00%, 12/01/39		477		516,076
5.50%, 5/01/38-6/01/38		1,799		1,957,900
6.00%, 8/01/37-7/01/39		3,231		3,548,380	��
Series 2003 5.00%, 11/01/33		246		266,923
Series 2004 5.50%, 2/01/34-11/01/34	US$	348	$	383,123
6.00%, 9/01/34-11/01/34		310		345,157
Series 2005 4.50%, 8/01/35		259		278,134
Series 2006 5.00%, 2/01/36		906		980,659
6.00%, 3/01/36		128		141,477
Series 2007 4.50%, 9/01/35		221		237,552
5.00%, 11/01/35-7/01/36		275		298,103
5.50%, 1/01/37-8/01/37		1,334		1,465,118
Series 2008 5.50%, 8/01/37		619		677,517
6.00%, 3/01/37-5/01/38		1,881		2,072,639
Series 2010 6.00%, 2/01/40-4/01/40		910		998,200
				38,371,598
AGENCY FIXED RATE 15-YEAR–1.1%
Federal National Mortgage Association
3.00%, TBA		1,890		1,980,070
4.50%, TBA		790		846,658
4.50%, 6/01/26		2,904		3,109,343
				5,936,071
AGENCY ARMS–0.3%
Federal Home Loan Mortgage Corp. 2.393%, 4/01/35(e)		913		964,574
Series 2008 3.071%, 11/01/37(f)		86		90,138
Federal National Mortgage Association 3.208%, 8/01/37(e)		431		450,512
Series 2007 2.336%, 3/01/34(f)		250		262,844
				1,768,068
Total Mortgage Pass-Throughs (cost $44,818,576)				46,075,737
GOVERNMENTS– TREASURIES–5.9%
UNITED STATES–5.9%
U.S. Treasury Bonds 3.00%, 5/15/42		900		942,610
4.50%, 2/15/36		1,490		2,001,256
4.625%, 2/15/40		3,835		5,304,883
5.375%, 2/15/31		5		7,286
U.S. Treasury Notes 0.875%, 11/30/16-1/31/17		9,360		9,450,326
1.00%, 8/31/16-3/31/17		10,490		10,649,275
1.75%, 5/15/22		1,200		1,209,750
2.00%, 11/15/21		2,070		2,146,170
Total Governments–Treasuries (cost $29,700,907)				31,711,556

13

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

	Principal Amount (000)			U.S. $ Value
ASSET-BACKED SECURITIES–3.8%
AUTOS–FIXED RATE–1.9%
Ally Auto Receivables Trust Series 2011-5, Class A2 0.80%, 6/16/14	US$		614	$	614,631
AmeriCredit Automobile Receivables Trust Series 2011-4, Class A2 0.92%, 3/09/15			247		246,847
Series 2011-5, Class A2 1.19%, 8/08/15			201		201,165
Series 2011-3, Class A2 0.84%, 11/10/14			457		457,625
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16			395		394,779
BMW Vehicle Lease Trust Series 2011-1, Class A2 0.64%, 9/20/12			276		276,448
Exeter Automobile Receivables Trust Series 2012-1A, Class A 2.02%, 8/15/16(c)			332		332,502
Ford Auto Securitization Trust Series 2011-R3A, Class A2 1.96%, 7/15/15(c)		CAD	655		645,305
Ford Credit Auto Lease Trust Series 2011-B, Class A2 0.82%, 1/15/14	US$		285		285,281
Series 2011-A, Class A2 0.74%, 9/15/13			520		520,657
Ford Credit Auto Owner Trust Series 2011-B, Class A2 0.68%, 1/15/14			344		344,267
Huntington Auto Trust Series 2011-1A, Class A3 1.01%, 1/15/16(c)			297		298,687
Hyundai Auto Lease Securitization Trust 2011-A Series 2011-A, Class A2 0.69%, 11/15/13(c)			262		261,676
Mercedes-Benz Auto Lease Trust Series 2011-1A, Class A2 0.79%, 4/15/13(c)			28		27,802
Series 2012-A, Class A2 0.66%, 4/15/14			605		605,054
Navistar Financial Corp. Owner Trust Series 2012-A, Class A2 0.85%, 3/18/15(c)			570		569,983
Nissan Auto Lease Trust Series 2012-A, Class A2A 0.68%, 7/15/14			440		440,153
Santander Drive Auto Receivables Trust Series 2012-3, Class A3 1.08%, 4/15/16			530		530,115

	Principal Amount (000)			U.S. $ Value
Series 2012-4, Class A2 1.06%, 8/17/15		US$	353	$	352,978
SMART Trust/Australia Series 2011-2USA, Class A2A 1.22%, 11/14/13(c)			461		461,286
Volkswagen Auto Loan Enhanced Trust Series 2011-1, Class A3 1.22%, 6/22/15			1,040		1,046,786
World Omni Automobile Lease Securitization Trust Series 2011-A, Class A2 0.81%, 10/15/13			605		605,809
Series 2012-A, Class A3 0.93%, 11/16/15			572		572,308
					10,092,144
AUTOS–FLOATING RATE–0.8%
Ford Credit Floorplan Master Owner Trust Series 2012-1, Class A 0.712%, 1/15/16(e)			931		933,806
GE Dealer Floorplan Master Note Trust Series 2009-2A, Class A 1.792%, 10/20/14(c) (e)			794		797,062
Series 2012-2, Class A 0.994%, 4/22/19(e)			790		790,000
Hyundai Floorplan Master Owner Trust Series 2009-1A, Class A 1.492%, 11/17/14(c) (e)			595		596,403
Nissan Master Owner Trust Receivables Series 2012-A, Class A 0.712%, 5/15/17(e)			1,022		1,024,624
					4,141,895
CREDIT CARDS–FLOATING RATE–0.7%
American Express Credit Account Master Trust Series 2011-1, Class A 0.412%, 4/17/17(e)			935		936,079
Discover Card Master Trust Series 2010-A1, Class A1 0.892%, 9/15/15(e)			184		184,734
Series 2009-A2, Class A 1.542%, 2/17/15(e)			200		200,264
GE Capital Credit Card Master Note Trust Series 2011-1, Class A 0.792%, 1/15/17(e)			425		427,455
Series 2011-2, Class A 0.722%, 5/15/19(e)			715		718,850
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.942%, 2/15/17(c) (e)			490		490,257

14

AllianceBernstein Variable Products Series Fund

		Principal Amount (000)		U.S. $ Value
Penarth Master Issuer PLC Series 2012-1A, Class A1 0.813%, 3/18/14(c) (e)	US$		545	$	545,373
Series 2010-2A, Class A2
0.994%, 12/18/14(c) (e)			420		420,773
					3,923,785
OTHER ABS–FIXED RATE–0.3%
CIT Equipment Collateral Series 2012-VT1, Class A3 1.10%, 8/22/16(c)			268		267,624
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15			289		289,600
Series 2012-A, Class A3 0.94%, 5/15/17			375		375,730
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/22/14			195		195,686
GE Equipment Small Ticket LLC Series 2011-2A, Class A2 1.14%, 6/23/14(c)			275		275,166
John Deere Owner Trust Series 2011-A, Class A2 0.64%, 6/16/14			231		231,503
					1,635,309
CREDIT CARDS–FIXED RATE–0.1%
Discover Card Master Trust Series 2012-A1, Class A1 0.81%, 8/15/17			304		304,749
Series 2012-A3, Class A3 0.86%, 11/15/17			260		260,302
					565,051
HOME EQUITY LOANS–FLOATING RATE–0.0%
Bear Stearns Asset Backed Securities Trust Series 2007-HE3, Class M1 0.695%, 4/25/37(e) (g)			100		1,566
HSBC Home Equity Loan Trust Series 2007-1, Class M1 0.624%, 3/20/36(e)			365		262,821
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.605%, 3/25/37(e) (g)			88		671
RASC Trust Series 2003-KS3, Class A2 0.845%, 5/25/33(e)			1		951
					266,009
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			127		115,222
Total Asset-Backed Securities (cost $21,012,649)					20,739,415

		Principal Amount (000)		U.S. $ Value
AGENCIES–3.4%
AGENCY DEBENTURES–3.0%
Federal Farm Credit Bank 0.251%, 11/13/12(e)	US$		900	$	900,341
0.261%, 10/12/12(e)			1,200		1,200,391
0.274%, 9/20/12(e)			1,100		1,100,311
0.305%, 6/26/13(e)			2,500		2,503,208
Federal National Mortgage Association 0.273%, 9/17/12-10/18/12(e)			1,810		1,810,295
6.25%, 5/15/29			740		1,065,628
6.625%, 11/15/30			2,277		3,454,537
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20			4,770		4,156,373
					16,191,084
AGENCY SUBORDINATED–0.4%
Federal Home Loan Mortgage Corp. 2.375%, 1/13/22			2,198		2,255,706
Total Agencies (cost $16,813,644)					18,446,790
COMMERCIAL MORTGAGE-BACKED SECURITIES–2.7%
NON-AGENCY FIXED RATE CMBS–2.3%
Citigroup Commercial Mortgage Trust Series 2004-C1, Class A4 5.534%, 4/15/40			110		117,339
Credit Suisse First Boston Mortgage Securities Corp. Series 2004-C1, Class A4 4.75%, 1/15/37			70		72,599
Series 2005-C1, Class A4 5.014%, 2/15/38			260		281,752
Credit Suisse Mortgage Capital Certificates Series 2006-C3, Class A3 6.008%, 6/15/38			620		702,553
Greenwich Capital Commercial Funding Corp. Series 2005-GG5, Class AJ 5.417%, 4/10/37			215		150,491
Series 2007-GG9, Class A4 5.444%, 3/10/39			885		981,756
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38			80		85,693
Series 2012-GCJ7, Class A4 3.377%, 5/10/45			960		980,442

15

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

	Principal Amount (000)			U.S. $ Value
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2005-CB11, Class A4 5.335%, 8/12/37		US$	170	$	186,770
Series 2006-CB14, Class A4 5.481%, 12/12/44			315		351,228
Series 2006-CB16, Class A4 5.552%, 5/12/45			335		378,094
Series 2007-LD11, Class A4
6.009%, 6/15/49			895		982,535
Series 2010-C2, Class A1 2.749%, 11/15/43(c)			408		422,327
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.447%, 6/15/29			40		42,561
Series 2006-C1, Class A4 5.156%, 2/15/31			1,095		1,219,795
Series 2006-C3, Class A4 5.661%, 3/15/39			285		320,120
Series 2006-C4, Class A4 6.067%, 6/15/38			275		313,873
Series 2007-C2, Class A3 5.43%, 2/15/40			895		999,057
Merrill Lynch Mortgage Trust Series 2005-CIP1, Class A2 4.96%, 7/12/38			377		382,570
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-2, Class A4 6.093%, 6/12/46			110		124,692
Series 2006-3, Class A2 5.291%, 7/12/46			859		876,056
Series 2006-3, Class A4 5.414%, 7/12/46			480		542,491
Series 2006-4, Class AM 5.204%, 12/12/49			265		262,170
Morgan Stanley Capital I Series 2006-IQ12, Class A4 5.332%, 12/15/43			780		886,082
UBS Barclays Commercial Mortgage Trust Series 2007-C2, Class A4 3.525%, 6/10/22			524		520,180
WF-RBS Commercial Mortgage Trust Series 2011-C3, Class A2 3.24%, 3/15/44(c)			428		452,521
					12,635,747
NON-AGENCY FLOATING RATE CMBS–0.2%
CW Capital Cobalt Ltd. Series 2007-C3, Class A4 6.007%, 5/15/46(e)			905		1,000,410
GS Mortgage Securities Corp. II Series 2007-EOP, Class E 2.476%, 3/06/20(c) (e)	US$		75	$	74,286
					1,074,696
AGENCY CMBS–0.2%
FHLMC Multifamily Structured Pass Through Certificates Series K008, Class A2 3.531%, 6/25/20			634		691,648
Total Commercial Mortgage-Backed Securities (cost $13,580,879)					14,402,091
CORPORATES–NON-INVESTMENT GRADES–0.4%
INDUSTRIAL–0.3%
BASIC–0.1%
LyondellBasell Industries NV 5.75%, 4/15/24(c)			435		461,740
CAPITAL GOODS–0.1%
Ball Corp. 5.00%, 3/15/22			290		301,600
BE Aerospace, Inc. 5.25%, 4/01/22			295		303,850
Hanson Australia Funding Ltd. 5.25%, 3/15/13			120		122,700
					728,150
CONSUMER CYCLICAL–OTHER–0.1%
Host Hotels & Resorts LP 5.25%, 3/15/22(b)(c)			195		199,875
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.375%, 3/15/22(b)(c)			295		292,787
					492,662
CONSUMER CYCLICAL–RETAILERS–0.0%
Dollar General Corp. 4.125%, 7/15/17			79		80,086
ENERGY–0.0%
Cimarex Energy Co. 5.875%, 5/01/22			145		150,619
					1,913,257
FINANCIAL INSTITUTIONS–0.1%
BANKING–0.1%
ABN Amro Bank NV 4.31%, 3/10/16		EUR	90		75,171
LBG Capital No. 1 PLC 8.00%, 6/15/20(c)		US$	235		197,400
					272,571

16

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
UTILITY–0.0%
ELECTRIC–0.0%
CMS Energy Corp. 5.05%, 3/15/22	US$	155	$	160,772
Total Corporates–Non-Investment Grades (cost $2,128,714)				2,346,600
QUASI-SOVEREIGNS–0.4%
QUASI-SOVEREIGN BONDS–0.4%
INDONESIA–0.0%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(c)		250		261,250
KAZAKHSTAN–0.1%
KazMunayGas National Co. 7.00%, 5/05/20(c)		251		284,885
MALAYSIA–0.1%
Petronas Capital Ltd. 5.25%, 8/12/19(c)		460		528,608
MEXICO–0.0%
Petroleos Mexicanos 5.50%, 6/27/44(c)		182		186,095
SOUTH KOREA–0.1%
Korea National Oil Corp. 3.125%, 4/03/17(c)		485		494,565
UNITED ARAB EMIRATES–0.1%
IPIC GMTN Ltd. 3.75%, 3/01/17(c)		465		483,600
Total Quasi-Sovereigns (cost $2,087,409)				2,239,003
INFLATION-LINKED SECURITIES–0.2%
UNITED STATES–0.2%
U.S. Treasury Inflation Index 3.00%, 7/15/12 (TIPS) (cost $1,200,029)		1,197		1,197,471
GOVERNMENTS–SOVEREIGN BONDS–0.2%
INDONESIA–0.1%
Indonesia Government International Bond 5.25%, 1/17/42(c)		475		496,969
QATAR–0.0%
State of Qatar 4.50%, 1/20/22(c)		270		297,945
RUSSIA–0.1%
Russian Foreign Bond–Eurobond 7.50%, 3/31/30(c)		250		299,607
Total Governments–Sovereign Bonds (cost $1,010,096)				1,094,521
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.1%
UNITED STATES–0.1%
California GO 7.625%, 3/01/40 (cost $464,450)	US$	455	$	588,242
OPTIONS PURCHASED– PUTS–0.0%
OPTION ON EQUITY INDICES–0.0%
STOXX Europe Mid 200 Index Expiration: Dec 2012, Exercise Price: $225.00(a) (cost $292,224)		14,270		184,198
	Shares
PREFERRED STOCKS–0.0%
FINANCIAL INSTITUTIONS–0.0%
FINANCE–0.0%
Citigroup Capital XII 8.50% (cost $175,000)		7,000		175,875
	Principal Amount (000)
COLLATERALIZED MORTGAGE OBLIGATIONS–0.0%
NON-AGENCY FIXED RATE–0.0%
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.771%, 5/25/35	US$	47		41,354
Merrill Lynch Mortgage Investors, Inc. Series 2005-A8, Class A1C1 5.25%, 8/25/36		28		27,655
				69,009
NON-AGENCY FLOATING RATE–0.0%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.147%, 12/25/35(e)		31		17,244
Total Collateralized Mortgage Obligations (cost $105,388)				86,253
SHORT-TERM INVESTMENTS–3.0%
TIME DEPOSIT–2.2%
State Street Time Deposit 0.01%, 7/02/12 (cost $12,123,280)		12,123		12,123,280
U.S. TREASURY BILL–0.5%
U.S. Treasury Bill Zero Coupon, 8/09/12 (cost $2,464,763)		2,465		2,464,763

17

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

	Principal Amount (000)			U.S. $ Value
GOVERNMENTS– TREASURIES–0.3%
Japan Treasury Discount Bill 0.01%, 8/20/12 (cost $1,290,148)		JPY	110,000	$	1,375,935
Total Short-Term Investments (cost $15,878,191)					15,963,978
Total Investments Before Security Lending Collateral for Securities Loaned–101.5% (cost $517,496,608)				$	551,105,372

	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–2.3%
INVESTMENT COMPANIES–2.3%
AllianceBernstein Exchange Reserves–Class I, 0.20%(h) (cost $12,325,237)		12,325,237	$	12,325,237
TOTAL INVESTMENTS–103.8% (cost $529,821,845)				563,430,609
Other assets less liabilities–(3.8)%				(20,447,105	)
NET ASSETS–100.0%			$	542,983,504

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		7		September 2012	$	189,672	$	199,759	$	10,087
TOPIX Index Futures		1		September 2012		87,167		96,203		9,036
									$	19,123

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC Wholesale:
Japanese Yen settling 8/14/12		208,045	$	2,632,878	$	2,604,204	$	(28,674	)
Citibank NA:
Hong Kong Dollar settling 8/14/12		4,236		545,641		546,092		451
Japanese Yen settling 8/14/12		96,227		1,228,600		1,204,522		(24,078	)
Credit Suisse London Branch (GFX):
Euro settling 8/14/12		2,445		3,183,806		3,095,265		(88,541	)
Great British Pound settling 8/14/12		1,306		2,112,420		2,045,174		(67,246	)
Deutsche Bank AG London:
Australian Dollar settling 8/14/12		342		349,636		348,657		(979	)
Great British Pound settling 8/14/12		1,523		2,425,162		2,384,992		(40,170	)
Great British Pound settling 9/14/12		344		544,002		538,652		(5,350	)
Japanese Yen settling 8/14/12		112,467		1,410,775		1,407,806		(2,969	)
Swedish Krona settling 8/14/12		3,104		459,797		448,027		(11,770	)
Swiss Franc settling 8/14/12		1,354		1,468,894		1,427,966		(40,928	)
Goldman Sachs International:
Norwegian Krone settling 8/14/12		16,110		2,755,400		2,704,099		(51,301	)

18

AllianceBernstein Variable Products Series Fund

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts (continued)
HSBC BankUSA:
Canadian Dollar settling 8/14/12		901	$	881,398	$	884,165	$	2,767
Hong Kong Dollar settling 8/14/12		15,422		1,986,524		1,988,158		1,634
Norwegian Krone settling 9/14/12		2,312		381,161		387,629		6,468
Royal Bank of Scotland PLC:
Japanese Yen settling 8/14/12		183,719		2,320,241		2,299,703		(20,538	)
State Street Bank & Trust Co.:
Great British Pound settling 9/14/12		88		136,118		137,795		1,677
Swedish Krona settling 8/14/12		26,004		3,785,946		3,753,380		(32,566	)
Swiss Franc settling 8/14/12		1,337		1,412,708		1,410,038		(2,670	)
UBS AG:
Swedish Krona settling 9/14/12		11,481		1,611,848		1,655,345		43,497
Sale Contracts
Barclays Bank PLC Wholesale:
Euro settling 8/14/12		1,115		1,413,998		1,411,542		2,456
Japanese Yen settling 8/20/12		109,978		1,406,695		1,376,761		29,934
BNP Paribas SA:
Australian Dollar settling 8/14/12		342		347,520		348,657		(1,137	)
Citibank NA:
Great British Pound settling 8/14/12		700		1,123,338		1,096,188		27,150
Indian Rupee settling 8/14/12(1)		9,228		166,061		165,230		831
Swiss Franc settling 8/14/12		2,247		2,382,025		2,369,749		12,276
Credit Suisse London Branch (GFX):
Australian Dollar settling 8/14/12		1,041		1,018,232		1,061,264		(43,032	)
Australian Dollar settling 9/14/12		412		402,021		418,848		(16,827	)
Canadian Dollar settling 8/14/12		1,976		1,967,736		1,939,079		28,657
Euro settling 8/14/12		2,115		2,754,090		2,677,499		76,591
Norwegian Krone settling 8/14/12		3,500		573,519		587,483		(13,964	)
Deutsche Bank AG London:
Australian Dollar settling 8/14/12		810		831,708		825,768		5,940
Canadian Dollar settling 8/10/12		653		637,236		641,295		(4,059	)
Euro settling 8/14/12		724		904,891		916,553		(11,662	)
Euro settling 9/14/12		394		492,618		498,951		(6,333	)
Great British Pound settling 8/14/12		814		1,252,732		1,274,710		(21,978	)
Japanese Yen settling 8/14/12		322,199		4,041,633		4,033,126		8,507
Goldman Sachs International:
Swedish Krona settling 8/14/12		13,123		1,822,006		1,894,155		(72,149	)
HSBC BankUSA:
Brazilian Real settling 8/14/12		844		417,629		416,678		951
Euro settling 8/14/12		1,516		1,931,050		1,919,191		11,859
Great British Pound settling 8/14/12		669		1,056,057		1,047,643		8,414
Hong Kong Dollar settling 8/14/12		35,980		4,636,986		4,638,433		(1,447	)
Swiss Franc settling 8/14/12		444		471,223		468,255		2,968
Royal Bank of Canada:
Canadian Dollar settling 9/14/12		771		746,616		756,072		(9,456	)
Euro settling 9/14/12		1,330		1,660,764		1,684,277		(23,513	)
Royal Bank of Scotland PLC:
Euro settling 8/14/12		431		532,953		545,627		(12,674	)
Great British Pound settling 8/14/12		344		531,903		538,698		(6,795	)

19

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

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Sale Contracts (continued)
Standard Chartered Bank:
Euro settling 9/14/12		330	$	419,932	$	417,903	$	2,029
Indian Rupee settling 8/14/12		14,146		263,348		253,288		10,060
State Street Bank & Trust Co.:
Australian Dollar settling 9/14/12		308		301,554		313,120		(11,566	)
Euro settling 8/03/12		127		160,558		160,322		236
Great British Pound settling 8/14/12		121		195,071		189,484		5,587
Norwegian Krone settling 8/14/12		757		125,866		127,064		(1,198	)
Swedish Krona settling 8/14/12		1,637		226,522		236,283		(9,761	)
UBS AG:
Canadian Dollar settling 8/14/12		2,330		2,256,200		2,286,465		(30,265	)
							$	(424,656	)

(1) Contract represents non-deliverable forward where payment is received from or paid to a counterparty based on the net realized gain/loss on settlement date.

PUT OPTIONS WRITTEN (see Note D)

Description	Contracts		Exercise Price		Expiration Month		U.S. $ Value
STOXX Europe Mid 200 Index (premium received $(117,034))		14,270	$	190.00		December 2012	$	(63,205	)

INTEREST RATE SWAP TRANSACTIONS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	1,970		1/30/17		1.059	%		3 Month LIBOR	$	(21,004	)
JPMorgan Chase Bank, NA		2,200		2/7/22		2.043	%		3 Month LIBOR		(75,458	)
										$	(96,462	)

(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, 2012, the aggregate market value of these securities amounted to $19,520,474 or 3.6% of net assets.

(d) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2012.

(e) Floating Rate Security. Stated interest rate was in effect at June 30, 2012.

(f) Variable rate coupon, rate shown as of June 30, 2012.

(g) Illiquid security.

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

20

AllianceBernstein Variable Products Series Fund

Currency Abbreviation:

CAD—Canadian Dollar

EUR—Euro

JPY—Japanese Yen

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

FHLMC—Federal Home Loan Mortgage Corporation

GDR—Global Depositary Receipt

GO—General Obligation

LIBOR—London Interbank Offered Rates

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

21

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $517,496,608)	$	551,105,372	(a)
Affiliated issuers (cost $12,325,237—including investment of cash collateral for securities loaned of $12,325,237)		12,325,237
Cash		17,372	(b)
Foreign currencies, at value (cost $1,443,802)		1,440,484
Receivable for investment securities sold and foreign currency transactions		5,280,202
Interest and dividends receivable		2,120,162
Unrealized appreciation of forward currency exchange contracts		290,940
Receivable for capital stock sold		122,552
Receivable for variation margin on futures contracts		10,580
Total assets		572,712,901
LIABILITIES
Options written, at value (premium received $117,034)		63,205
Payable for investment securities purchased and foreign currency transactions		15,851,523
Payable for collateral received on securities loaned		12,325,237
Unrealized depreciation of forward currency exchange contracts		715,596
Advisory fee payable		248,436
Payable for capital stock redeemed		122,334
Distribution fee payable		103,605
Unrealized depreciation on interest rate swap contracts		96,462
Administrative fee payable		16,971
Transfer Agent fee payable		137
Accrued expenses and other liabilities		185,891
Total liabilities		29,729,397
NET ASSETS	$	542,983,504
COMPOSITION OF NET ASSETS
Capital stock, at par	$	47,450
Additional paid-in capital		515,276,352
Undistributed net investment income		14,919,947
Accumulated net realized loss on investment and foreign currency transactions		(20,419,524	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		33,159,279
	$	542,983,504

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	44,214,971		3,828,588	$	11.55
B	$	498,768,533		43,621,167	$	11.43

(a) Includes securities on loan with a value of $12,129,734 (see Note E).

(b) An amount of $16,678 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2012.

See notes to financial statements.

22

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $167,662)	$	4,772,121
Affiliated issuers		8,376
Interest		2,860,811
Securities lending income		94,788
		7,736,096
EXPENSES
Advisory fee (see Note B)		1,534,562
Distribution fee—Class B		635,891
Transfer agency—Class A		271
Transfer agency—Class B		2,818
Custodian		151,194
Audit		33,944
Administrative		27,854
Legal		19,784
Printing		16,502
Directors’ fees		1,913
Miscellaneous		21,146
Total expenses		2,445,879
Net investment income		5,290,217
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		13,016,633	(a)
Futures contracts		(6,345	)
Swap contracts		(211,977	)
Foreign currency transactions		(978,867	)
Net change in unrealized appreciation/depreciation of:
Investments		14,890,283	(b)
Futures contracts		18,014
Options written		53,829
Swap contracts		(11,315	)
Foreign currency denominated assets and liabilities		(351,562	)
Net gain on investment and foreign currency transactions		26,418,693
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	31,708,910

(a) Net of foreign capital gains taxes of $1,228.

(b) Net of increase in accrued foreign capital gains taxes of $3,629.

See notes to financial statements.

23

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June  30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,290,217		$	10,292,931
Net realized gain on investment and foreign currency transactions		11,819,444			23,530,062
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		14,599,249			(50,646,990	)
Net increase (decrease) in net assets from operations		31,708,910			(16,823,997	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,640,050	)
Class B		–0	–		(11,281,113	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(27,167,832	)		(19,298,555	)
Total increase (decrease)		4,541,078			(49,043,715	)
NET ASSETS
Beginning of period		538,442,426			587,486,141
End of period (including undistributed net investment income of $14,919,947 and $9,629,730, respectively)	$	542,983,504		$	538,442,426

See notes to financial statements.

24

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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.

25

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

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	49,059,751		$	43,688,409		$	–0	–	$	92,748,160
Information Technology		46,961,273			5,293,814			–0	–		52,255,087
Consumer Discretionary		36,031,363			14,442,918			–0	–		50,474,281
Energy		29,524,299			9,474,835			–0	–		38,999,134
Health Care		30,421,266			4,630,370			–0	–		35,051,636
Industrials		19,708,906			10,705,835			–0	–		30,414,741
Consumer Staples		11,758,091			7,878,614			–0	–		19,636,705
Materials		3,965,952			4,453,903			–0	–		8,419,855
Telecommunication Services		4,325,141			3,371,462			–0	–		7,696,603
Utilities		5,551,928			1,266,213			–0	–		6,818,141
Other Instruments		567,073			–0	–		–0	–		567,073
Corporates—Investment Grades		110,369			52,661,857			–0	–		52,772,226
Mortgage Pass-Throughs		–0	–		46,075,737			–0	–		46,075,737
Governments—Treasuries		–0	–		31,711,556			–0	–		31,711,556
Asset-Backed Securities		–0	–		17,932,875			2,806,540			20,739,415
Agencies		–0	–		18,446,790			–0	–		18,446,790
Commercial Mortgage-Backed Securities		–0	–		10,933,142			3,468,949			14,402,091
Corporates—Non-Investment Grades		–0	–		2,346,600			–0	–		2,346,600
Quasi-Sovereigns		–0	–		2,239,003			–0	–		2,239,003
Inflation-Linked Securities		–0	–		1,197,471			–0	–		1,197,471
Governments—Sovereign Bonds		–0	–		1,094,521			–0	–		1,094,521
Local Governments—Municipal Bonds		–0	–		588,242			–0	–		588,242
Preferred Stocks		175,875			–0	–		–0	–		175,875
Collateralized Mortgage Obligations		–0	–		–0	–		86,253			86,253
Options Purchased—Puts		–0	–		184,198			–0	–		184,198
Short-Term Investments:
Time Deposit		–0	–		12,123,280			–0	–		12,123,280
U.S. Treasury Bill		–0	–		2,464,763			–0	–		2,464,763
Governments—Treasuries		–0	–		1,375,935			–0	–		1,375,935
Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund		12,325,237			–0	–		–0	–		12,325,237
Total Investments in Securities		250,486,524			306,582,343	+		6,361,742			563,430,609

26

AllianceBernstein Variable Products Series Fund

	Level 1			Level 2			Level 3			Total
Other Financial Instruments* :
Assets:
Futures Contracts	$	19,123		$	–0	–	$	–0	–	$	19,123	#
Forward Currency Exchange Contracts		–0	–		290,940			–0	–		290,940
Liabilities:
Forward Currency Exchange Contracts		–0	–		(715,596	)		–0	–		(715,596	)
Put Options Written		–0	–		(63,205	)		–0	–		(63,205	)
Interest Rate Swap Contracts		–0	–		(96,462	)		–0	–		(96,462	)
Total	$	250,505,647		$	305,998,020		$	6,361,742		$	562,865,409

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, 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.

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

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

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the beginning of the reporting period.

	Asset-Backed Securities			Commercial Mortgage-Backed Securities			Collateralized Mortgage Obligations
Balance as of 12/31/11	$	1,850,013		$	453,065		$	311,631
Accrued discounts/(premiums)		599			9,885			19
Realized gain (loss)		(31,028	)		–0	–		(271,800	)
Change in unrealized appreciation/depreciation		42,587			35,580			305,924
Purchases		1,432,047			2,970,419			–0	–
Sales		(487,678	)		–0	–		(259,521	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/12	$	2,806,540		$	3,468,949		$	86,253
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/12*	$	42,587		$	35,580		$	2,432
	Total
Balance as of 12/31/11	$	2,614,709
Accrued discounts/(premiums)		10,503
Realized gain (loss)		(302,828	)
Change in unrealized appreciation/depreciation		384,091
Purchases		4,402,466
Sales		(747,199	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		–0	–
Balance as of 6/30/12	$	6,361,742
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/12*	$	80,599

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

27

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

8. Repurchase Agreements

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of daily average net assets for

28

AllianceBernstein Variable Products Series Fund

Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps extend through May 1, 2013 and then may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2012, 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, 2012, such fee amounted to $27,854.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $275,425, of which $0 and $263, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

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, 2012 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	182,997,814	$	183,166,971
U.S. government securities		91,954,967		99,988,806

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

Gross unrealized appreciation	$	51,934,488
Gross unrealized depreciation		(18,325,724	)
Net unrealized appreciation	$	33,608,764

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.

29

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein 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 Contracts

The Portfolio may buy or sell futures contracts for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market or for investment purposes. 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 contracts 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 contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

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

Use of long futures contracts 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 contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2012, the Portfolio held futures contracts 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. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

During the six months ended June 30, 2012, 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.

30

AllianceBernstein Variable Products Series Fund

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 six months ended June 30, 2012, the Portfolio held purchased options for hedging purposes. During the six months ended June 30, 2012, the Portfolio held written options for hedging purposes.

For the six months ended June 30, 2012, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/11		–0	–	$	–0	–
Options written		14,270			117,034
Options expired		–0	–		–0	–
Options bought back		–0	–		–0	–
Options exercised		–0	–		–0	–
Options written outstanding as of 06/30/12		14,270		$	117,034

• Swap Agreements

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 swap agreements 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 agreement.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. 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 contract 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 swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts 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 swap contracts.

31

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

Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap contracts. 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, 2012, the Portfolio held interest rate swap contracts for hedging purposes.

Credit Default Swaps:

The Portfolio may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Portfolio, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Portfolio may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. The accrual for these interim payments is recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Upfront premiums paid or received in connection with credit default swap contracts 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. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap agreement, 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 contract (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

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

During the six months ended June 30, 2012, the Portfolio held credit default swap contracts for hedging purposes.

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

32

AllianceBernstein Variable Products Series Fund

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2012, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $579,238. If a trigger event had occurred at June 30, 2012, for those derivatives in a net liability position, an amount of $579,238 would be required to be posted by the Portfolio.

At June 30, 2012, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	290,940		Unrealized depreciation of forward currency exchange contracts	$	715,596
Equity contracts	Receivable/Payable for variation margin on futures contracts		19,123	*
Interest rate contracts					Unrealized depreciation on interest rate swap contracts		96,462
Equity contracts	Investments in securities, at value		184,198
Equity contracts					Options written, at value		63,205
Total		$	494,261			$	875,263

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

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	$	(657,772	)	$	(355,798	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(6,345	)		18,014
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		31,157			(96,462	)

33

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

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Credit contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts	$	(243,134	)	$	85,147
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		–0	–		(108,026	)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		–0	–		53,829
Total		$	(876,094	)	$	(403,296	)

For the six months ended June 30, 2012, the average monthly principal amount of foreign currency exchange contracts was $72,672,135, the average monthly original value of futures contracts was $318,554, and the average monthly notional amount of interest rate swaps was $5,099,515. For two months of the period, the average monthly notional amount of credit default swaps was $4,278,199. For one month of the period, the average monthly cost of purchased options contracts was $293,092.

2. Currency Transactions

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

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2012, the Portfolio earned drop income of $69,824 which is included in interest income in the accompanying statement of operations.

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a

34

AllianceBernstein Variable Products Series Fund

loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $12,129,734 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $12,325,237. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $94,788 and $8,376 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value June 30,  2012 (000)	Dividend Income (000)
$4,229	$49,768	$41,672	$12,325	$8

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		36,468			340,171		$	424,393		$	3,980,963
Shares issued in reinvestment of dividends		–0	–		138,870			–0	–		1,640,050
Shares redeemed		(1,291,900	)		(1,399,958	)		(14,923,292	)		(15,753,756	)
Net decrease		(1,255,432	)		(920,917	)	$	(14,498,899	)	$	(10,132,743	)
Class B
Shares sold		2,339,947			6,176,389		$	26,725,675		$	69,344,485
Shares issued in reinvestment of dividends		–0	–		962,552			–0	–		11,281,113
Shares redeemed		(3,439,726	)		(7,981,306	)		(39,394,608	)		(89,791,410	)
Net decrease		(1,099,779	)		(842,365	)	$	(12,668,933	)	$	(9,165,812	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

35

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	12,921,163	$	13,766,301
Total taxable distributions		12,921,163		13,766,301
Total distributions paid	$	12,921,163	$	13,766,301

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	10,669,101
Accumulated capital and other losses		(26,480,631	)(a)
Unrealized appreciation/(depreciation)		11,762,319	(b)
Total accumulated earnings/(deficit)	$	(4,049,211	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $23,949,717. During the fiscal year, the Portfolio utilized $23,208,874 of capital loss carryforwards to offset current year net realized gains. At December 31, 2011, the Portfolio had a post-October short-term capital loss deferral of $2,530,914, which is deemed to arise on January 1, 2012.

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

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

36

AllianceBernstein Variable Products Series Fund

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $23,949,717 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$ 23,949,717	n/a	2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

37

BALANCED WEALTH STRATEGY PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.90			$11.48			$10.66			$8.63			$13.05			$12.87
Income From Investment Operations
Net investment income (a)		.12			.23			.23			.24			.22	(b)		.31	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.53			(.53	)		.88			1.89			(3.97	)		.41
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(c)		–0	–
Net increase (decrease) in net asset value from operations		.65			(.30	)		1.11			2.13			(3.75	)		.72
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.28	)		(.29	)		(.10	)		(.39	)		(.32	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(.28	)		(.22	)
Total dividends and distributions		–0	–		(.28	)		(.29	)		(.10	)		(.67	)		(.54	)
Net asset value, end of period		$11.55			$10.90			$11.48			$10.66			$8.63			$13.05
Total Return
Total investment return based on net asset value (d)		5.96	%		(2.81	)%*		10.61	%*		24.88	%*		(30.01	)%*		5.55	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$44,215			$55,395			$68,914			$73,120			$67,526			$10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.65	%(e)		.66	%		.68	%(f)		.69	%		.75	%(f)		.76	%
Expenses, before waivers/reimbursements		.65	%(e)		.66	%		.68	%(f)		.69	%		.78	%(f)		.85	%
Net investment income		2.09	%(e)		2.03	%		2.14	%(f)		2.66	%		3.08	%(b)(f)		2.33	%(b)
Portfolio turnover rate		50	%		94	%		101	%		85	%		93	%		77	%

See footnote summary on page 40.

38

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$10.80			$11.38			$10.58			$8.58			$12.97			$12.81
Income From Investment Operations
Net investment income (a)		.11			.20			.20			.22			.26	(b)		.27	(b)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.52			(.53	)		.87			1.86			(4.02	)		.41
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(c)		–0	–
Net increase (decrease) in net asset value from operations		.63			(.33	)		1.07			2.08			(3.76	)		.68
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.25	)		(.27	)		(.08	)		(.35	)		(.30	)
Distributions from net realized gain on investment and foreign currency transactions		–0	–		–0	–		–0	–		–0	–		(.28	)		(.22	)
Total dividends and distributions		–0	–		(.25	)		(.27	)		(.08	)		(.63	)		(.52	)
Net asset value, end of period		$11.43			$10.80			$11.38			$10.58			$8.58			$12.97
Total Return
Total investment return based on net asset value (d)		5.83	%		(3.06	)%*		10.30	%*		24.45	%*		(30.20	)%*		5.26	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$498,769			$483,047			$518,572			$458,669			$285,962			$211,440
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.90	%(e)		.91	%		.93	%(f)		.95	%		1.00	%(f)		1.01	%
Expenses, before waivers/reimbursements		.90	%(e)		.91	%		.93	%(f)		.95	%		1.02	%(f)		1.07	%
Net investment income		1.88	%(e)		1.78	%		1.89	%(f)		2.36	%		2.48	%(b)(f)		2.11	%(b)
Portfolio turnover rate		50	%		94	%		101	%		85	%		93	%		77	%

See footnote summary on page 40.

39

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

(a) Based on average shares outstanding.

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

(c) Amount is less than $.005.

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

(e) Annualized.

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

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

See notes to financial statements.

40

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arms length bargaining.” Jones v. Harris Associates L.P.,130 U.S. 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 arms-length bargaining as the benchmark for reviewing challenged fees.”

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 06/30/11 ($MIL)		Portfolio
Balanced	55 bp on 1st $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	593.8	Balanced Wealth Strategy Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $72,218 (0.01% of the Portfolio’s average daily net assets) for such services.

1 It should be noted that the information in the fee evaluation was completed on July 21, 2011 and discussed with the Board of Directors on August 2-4, 2011.

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

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

41

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

The Adviser agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The agreement for such reimbursement is terminable by the Adviser on May 1st of each year upon at least 60 days of written notice. Also set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/10)		Fiscal Year End
Balanced Wealth Strategy Portfolio	Class A    0.75%		0.68%	December 31
	Class B    1.00%		0.93%

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 and legal and reputational risks are greater, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with similar investment styles as the Portfolio.⁴ With respect to the Portfolio, the Adviser represented that there is no category in the Form ADV for institutional products that has a similar investment style as the Portfolio.

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

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

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

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

42

AllianceBernstein Variable Products Series Fund

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

The 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 Global Balanced Portfolio, which is a Luxembourg fund that has a somewhat similar investment style as the Portfolio:

Portfolio	Luxembourg Fund	Fee7
Balanced Wealth Strategy Portfolio	Global Balanced Portfolio Class A	1.40%
	Class I (Institutional)	0.70%

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 Neutral	0.70%

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ at the approximate current asset level of the Portfolio.¹⁰

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

Portfolio	Contractual Management Fee11		Lipper Group Median (%)		Rank
Balanced Wealth Strategy Portfolio		0.550		0.539		6/10

7 Class A shares of the Luxembourg funds are charged an “all-in” fee, which covers investment advisory 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 the negotiations conducted at arms length.” Jones v. Harris at 1429.

9 Note that 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.

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 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.

43

BALANCED WEALTH STRATEGY PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein 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.¹²

Portfolio	Total Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Exp. Group Rank		Lipper Exp. Universe Median (%)		Lipper Exp. Universe Rank
Balanced Wealth Strategy Portfolio		0.678		0.704		5/10		0.690		13/26

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

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

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

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

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2010, relative to 2009.¹⁴

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, 2010, ABI received $1,184,285 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2010, the Adviser determined that it made payments in the amount of $1,344.54 on behalf of the Portfolio to ABI.

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.

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 Class A total expense ratio.

14 It should be noted that at the August 2, 2011 meeting, the Adviser presented to the Board revised profitability figures with respect to the Portfolio.

44

AllianceBernstein Variable Products Series Fund

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 $1,250 from the Portfolio.¹⁵

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

Although it is clear that economies of scale may have been shared through the existence of breakpoints in the investment advisory fee schedule, it should be noted that sufficient data does not exist to evaluate the extent to which economies of scale or scope are being shared with the AllianceBernstein Mutual Funds’ shareholders. The Adviser has indicated that economies of scale are being shared with shareholders through fee structures, subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

In February 2008, an independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $461 billion as of June 30, 2011, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year net performance rankings¹⁹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended May 31, 2011.²¹

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

16 The Deli study was originally published in 2002 based on 1997 data.

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 arms 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. It should be noted that the performance returns of the Portfolio 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 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.

45

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

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Balanced Wealth Strategy Portfolio
1 year		18.89		18.13		18.62		3/10		12/26
3 year		1.44		2.67		3.40		8/10		23/25
5 year		3.64		4.38		4.87		7/10		21/24

Set forth below are the 1, 3 and 5 year and since inception performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2011.²²

	Periods Ending May 31, 2011 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Balanced Wealth Strategy Portfolio		18.89		1.44		3.64		5.02
60% S&P 500 Stock Index / 40% Barclays Capital U.S. Aggregate Bond Index		17.88		3.69		5.03		5.58
S&P 500 Stock Index		25.95		0.91		3.32		4.67
Barclays Capital U.S. Aggregate Bond Index		5.84		6.53		6.63		5.54
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 30, 2011

22 The performance returns shown in the table are for the Class A shares of the Portfolio. It should be noted that the performance returns for the Portfolio and the benchmark were provided by the Adviser.

46

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Dynamic Asset Allocation Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

DYNAMIC ASSET ALLOCATION PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,026.70	$	4.28		0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.64	$	4.27		0.85	%
Class B
Actual	$	1,000	$	1,025.70	$	5.54		1.10	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.39	$	5.52		1.10	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	39,344,274		27.0	%
Vanguard MSCI Emerging Markets ETF		6,041,239		4.1
Apple, Inc.		1,315,752		0.9
Exxon Mobil Corp.		955,731		0.7
Royal Dutch Shell PLC—Class B		582,124		0.4
Microsoft Corp.		545,725		0.4
International Business Machines Corp.		544,690		0.4
Nestle SA		529,402		0.4
General Electric Co.		526,627		0.4
Chevron Corp.		499,015		0.3
	$	50,884,579		35.0	%

PORTFOLIO BREAKDOWN^**

June 30, 2012 (unaudited)

ASSET CLASSES	CURRENT ALLOCATION
Equities
US Large Cap		21.4	%
International Large Cap		20.4
US Mid-Cap		2.1
US Small-Cap		2.2
Emerging Market Equities		4.5
Real Estate Equities		2.8
Sub-Total		53.4
Fixed Income
US Bonds		28.4
International Bonds		1.9
Sub-Total		30.3
Cash		16.3
Total		100.0	%

* Long-term investments.

** All data are as of June 30, 2012. 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.

2

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–37.9%
FINANCIALS–6.9%
CAPITAL MARKETS–0.6%
Aberdeen Asset Management PLC		3,678	$	14,980
Ameriprise Financial, Inc.		495		25,869
Bank of New York Mellon Corp. (The)		2,815		61,789
BlackRock, Inc.–Class A		327		55,531
Charles Schwab Corp. (The)		2,540		32,842
Credit Suisse Group AG		3,127		57,215
Daiwa Securities Group, Inc.		4,000		15,075
Deutsche Bank AG		2,499		90,197
E*Trade Financial Corp.(a)		570		4,583
Federated Investors, Inc.–Class B(b)		210		4,589
Franklin Resources, Inc.		340		37,737
Goldman Sachs Group, Inc. (The)		1,188		113,882
Invesco Ltd.		1,030		23,278
Julius Baer Group Ltd.(a)		1,220		44,233
Legg Mason, Inc.		260		6,856
Macquarie Group Ltd.		890		24,033
Morgan Stanley		3,620		52,816
Nomura Holdings, Inc.		9,800		36,638
Northern Trust Corp.		560		25,771
Partners Group Holding AG		133		23,654
Schroders PLC		729		15,281
State Street Corp.		1,135		50,666
T Rowe Price Group, Inc.		625		39,350
UBS AG(a)		9,783		114,482
				971,347
COMMERCIAL BANKS–2.6%
Aozora Bank Ltd.		6,000		14,288
Australia & New Zealand Banking Group Ltd.		7,203		164,085
Banco Bilbao Vizcaya Argentaria SA		12,732		90,924
Banco de Sabadell SA		5,579		10,835
Banco Espirito Santo SA(a)		5,403		3,694
Banco Popular Espanol SA		2,820		6,379
Banco Santander SA		25,164		166,466
Bank of Yokohama Ltd. (The)		3,000		14,184
Barclays PLC		31,160		79,622
BB&T Corp.		1,650		50,902
BOC Hong Kong Holdings Ltd.		10,000		30,850
CaixaBank		2,117		6,893
Chiba Bank Ltd. (The)		2,000		12,013
Comerica, Inc.		450		13,819
Commerzbank AG(a)		11,674		19,828
Commonwealth Bank of Australia		4,251		232,804
Credit Agricole SA(a)		5,455		24,070
Danske Bank A/S(a)		1,753		24,374
DBS Group Holdings Ltd.		5,000		55,228
DnB NOR ASA		2,627		26,122
Erste Group Bank AG(a)		578		10,977
Fifth Third Bancorp		2,190		29,346
First Horizon National Corp.		585		5,060
Fukuoka Financial Group, Inc.		4,000		15,620
Hang Seng Bank Ltd.		2,100		28,762
HSBC Holdings PLC		48,399	$	426,484
Huntington Bancshares, Inc./OH		2,015		12,896
Intesa Sanpaolo SpA		27,085		38,549
Joyo Bank Ltd. (The)		3,000		13,651
KBC Groep NV		433		9,157
KeyCorp		2,225		17,221
Lloyds Banking Group PLC(a)		111,087		54,267
M&T Bank Corp.		315		26,010
Mitsubishi UFJ Financial Group, Inc.		34,200		163,848
Mizuho Financial Group, Inc.		61,400		103,720
National Australia Bank Ltd.		6,018		146,584
Natixis		9,006		24,259
Nordea Bank AB		7,072		60,946
Oversea-Chinese Banking Corp., Ltd.		7,000		48,950
PNC Financial Services Group, Inc.		1,280		78,221
Raiffeisen Bank International AG		176		5,762
Regions Financial Corp.		3,325		22,444
Resona Holdings, Inc.		5,100		21,010
Royal Bank of Scotland Group PLC(a)		5,577		18,891
Seven Bank Ltd.		5,324		13,587
Shinsei Bank Ltd.		12,000		14,599
Shizuoka Bank Ltd. (The)		1,000		10,289
Skandinaviska Enskilda Banken AB		4,967		32,258
Societe Generale SA(a)		1,878		44,038
Standard Chartered PLC		6,409		139,223
Sumitomo Mitsui Financial Group, Inc.		3,600		118,926
Sumitomo Mitsui Trust Holdings, Inc.		8,000		23,909
SunTrust Banks, Inc.		1,240		30,045
Svenska Handelsbanken AB		1,317		43,297
Swedbank AB		2,205		34,737
UniCredit SpA(a)		10,889		41,287
United Overseas Bank Ltd.		3,000		44,549
US Bancorp		4,515		145,202
Wells Fargo & Co.		12,675		423,852
Westpac Banking Corp.		8,210		179,275
Zions Bancorporation		430		8,351
				3,777,439
CONSUMER FINANCE–0.2%
American Express Co.		2,410		140,286
Capital One Financial Corp.		1,363		74,502
Credit Saison Co., Ltd.		700		15,564
Discover Financial Services		1,260		43,571
SLM Corp.		1,150		18,066
				291,989
DIVERSIFIED FINANCIAL SERVICES–0.8%
ASX Ltd.		744		22,838
Bank of America Corp.		25,695		210,185
Citigroup, Inc.		6,978		191,267
CME Group, Inc.–Class A		190		50,941
Deutsche Boerse AG		524		28,270

3

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

Company	Shares		U.S. $ Value
Eurazeo		427	$	16,443
Exor SpA		1,279		27,496
Groupe Bruxelles Lambert SA		217		14,730
Hong Kong Exchanges and Clearing Ltd.		2,800		40,252
ING Groep NV(a)		10,296		69,025
IntercontinentalExchange, Inc.(a)		200		27,196
Investor AB		1,705		32,554
JPMorgan Chase & Co.		9,065		323,892
Leucadia National Corp.		455		9,678
London Stock Exchange Group PLC		969		15,297
Mitsubishi UFJ Lease & Finance Co., Ltd.		350		14,558
Moody’s Corp.		445		16,265
NASDAQ OMX Group, Inc. (The)		260		5,894
NYSE Euronext		585		14,964
ORIX Corp.		280		26,095
Pohjola Bank PLC		371		4,330
Resolution Ltd.		3,866		11,892
Singapore Exchange Ltd.		3,000		15,072
Wendel SA		322		23,844
				1,212,978
INSURANCE–1.5%
ACE Ltd.		835		61,899
Admiral Group PLC		819		15,278
Aegon NV		7,148		33,149
Aflac, Inc.		1,105		47,062
Ageas		6,278		12,467
AIA Group Ltd.		27,520		95,056
Allianz SE		1,224		123,116
Allstate Corp. (The)		1,150		40,354
American International Group, Inc.(a)		1,512		48,520
AON PLC		765		35,787
Assicurazioni Generali SpA		3,139		42,561
Assurant, Inc.		210		7,316
Aviva PLC		7,812		33,451
Berkshire Hathaway, Inc.(a)		4,180		348,319
Chubb Corp. (The)		660		48,061
Cincinnati Financial Corp.		360		13,705
CNP Assurances(a)		2,026		24,745
Dai-ichi Life Insurance Co., Ltd. (The)		23		26,637
Genworth Financial, Inc.–Class A(a)		1,135		6,424
Hannover Rueckversicherung AG		173		10,305
Hartford Financial Services Group, Inc.		1,025		18,071
Insurance Australia Group Ltd.		6,220		22,309
Legal & General Group PLC		15,786		31,561
Lincoln National Corp.		640		13,997
Loews Corp.		740		30,273
Mapfre SA		3,353		6,821
Marsh & McLennan Cos., Inc.		1,290		41,577
MetLife, Inc.		2,520		77,742
MS&AD Insurance Group Holdings		1,400	$	24,493
Muenchener Rueckversicherungs AG		482		68,012
NKSJ Holdings, Inc.		1,000		21,288
Old Mutual PLC		13,083		31,115
Principal Financial Group, Inc.		690		18,099
Progressive Corp. (The)		1,445		30,099
Prudential Financial, Inc.		1,115		53,999
Prudential PLC		6,850		79,426
QBE Insurance Group Ltd.		3,112		43,010
RSA Insurance Group PLC		9,493		16,115
Sampo Oyj–Class A		1,127		29,240
SCOR SE		935		22,667
Sony Financial Holdings, Inc.		875		14,165
Standard Life PLC		6,327		23,166
Suncorp Group Ltd.		3,459		28,904
Swiss Re AG(a)		947		59,701
T&D Holdings, Inc.		1,550		16,346
Tokio Marine Holdings, Inc.		1,900		47,677
Torchmark Corp.		235		11,879
Travelers Cos., Inc. (The)		930		59,371
Tryg AS		78		4,385
Unum Group		670		12,817
Vienna Insurance Group AG Wiener Versicherung Gruppe		71		2,870
XL Group PLC		710		14,938
Zurich Financial Services AG(a)		396		89,545
				2,139,890
REAL ESTATE INVESTMENT TRUSTS (REITs)–0.8%
American Tower Corp.		955		66,764
Apartment Investment & Management Co.–Class A		305		8,244
AvalonBay Communities, Inc.		225		31,833
Boston Properties, Inc.		390		42,264
British Land Co. PLC		2,299		18,409
Capital Shopping Centres Group PLC		2,951		14,908
CFS Retail Property Trust Group		11,279		22,512
Dexus Property Group		23,282		22,279
Equity Residential		730		45,523
Fonciere Des Regions		329		23,655
Gecina SA		253		22,554
Goodman Group		5,915		22,397
GPT Group		6,698		22,656
Hammerson PLC		2,197		15,259
HCP, Inc.		980		43,267
Health Care REIT, Inc.		515		30,024
Host Hotels & Resorts, Inc.		1,710		27,052
ICADE		296		22,387
Japan Real Estate Investment Corp.		2		18,337
Japan Retail Fund Investment Corp.		8		12,690
Kimco Realty Corp.		970		18,459
Klepierre		695		22,840
Land Securities Group PLC		2,095		24,273

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Link REIT (The)		6,000	$	24,554
Mirvac Group		12,834		16,864
Nippon Building Fund, Inc.		2		19,337
Plum Creek Timber Co., Inc.		360		14,292
ProLogis, Inc.		1,090		36,221
Public Storage		340		49,099
Simon Property Group, Inc.		736		114,566
Stockland		6,911		21,935
Unibail-Rodamco SE		247		45,500
Ventas, Inc.		671		42,354
Vornado Realty Trust		445		37,371
Westfield Group		5,897		57,740
Westfield Retail Trust		7,800		22,879
Weyerhaeuser Co.		1,240		27,726
				1,129,024
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.4%
Aeon Mall Co., Ltd.		700		14,916
CapitaLand Ltd.		11,000		23,718
CBRE Group, Inc.(a)		765		12,515
Cheung Kong Holdings Ltd.		4,000		49,437
City Developments Ltd.		3,000		26,742
Daito Trust Construction Co., Ltd.		200		18,958
Daiwa House Industry Co., Ltd.		1,000		14,185
Global Logistic Properties Ltd.(a)		14,661		24,407
Hang Lung Group Ltd.		4,000		24,733
Hang Lung Properties Ltd.		7,000		23,944
Henderson Land Development Co., Ltd.		4,000		22,290
IMMOFINANZ AG(a)		2,501		7,958
Mitsubishi Estate Co., Ltd.		3,000		53,822
Mitsui Fudosan Co., Ltd.		2,000		38,806
Nomura Real Estate Holdings, Inc.		800		14,650
Sino Land Co., Ltd.		16,000		24,254
Sumitomo Realty & Development Co., Ltd.		1,000		24,596
Sun Hung Kai Properties Ltd.		4,000		47,530
Swire Pacific Ltd.		2,000		23,236
Wharf Holdings Ltd.		4,000		22,270
Wheelock & Co., Ltd.		6,000		22,682
				535,649
THRIFTS & MORTGAGE FINANCE–0.0%
Hudson City Bancorp, Inc.		1,230		7,835
People’s United Financial, Inc.		815		9,462
				17,297
				10,075,613
INFORMATION TECHNOLOGY–4.8%
COMMUNICATIONS EQUIPMENT–0.4%
Cisco Systems, Inc.		12,760		219,089
F5 Networks, Inc.(a)		210		20,908
Harris Corp.		245	$	10,253
JDS Uniphase Corp.(a)		540		5,940
Juniper Networks, Inc.(a)		1,230		20,061
Motorola Solutions, Inc.		675		32,474
Nokia Oyj		10,067		20,537
QUALCOMM, Inc.		4,080		227,175
Telefonaktiebolaget LM Ericsson–Class B		8,096		74,076
				630,513
COMPUTERS & PERIPHERALS–1.2%
Apple, Inc.(a)		2,253		1,315,752
Dell, Inc.(a)		3,520		44,070
EMC Corp./MA(a)		4,985		127,766
Fujitsu Ltd.		5,000		23,929
Gemalto NV		323		23,199
Hewlett-Packard Co.		4,670		93,914
Lexmark International, Inc.–Class A		140		3,721
NEC Corp.(a)		9,000		14,004
NetApp, Inc.(a)		860		27,365
SanDisk Corp.(a)		560		20,429
Seagate Technology PLC		910		22,504
Toshiba Corp.		11,000		41,870
Western Digital Corp.(a)		550		16,764
				1,775,287
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.3%
Amphenol Corp.–Class A		365		20,046
Corning, Inc.		3,585		46,354
FLIR Systems, Inc.		350		6,825
Fujifilm Holdings Corp.		1,200		22,736
Hirose Electric Co., Ltd.		100		9,899
Hitachi High-Technologies Corp.		600		14,774
Hitachi Ltd.		12,000		73,990
Hoya Corp.		1,200		26,436
Jabil Circuit, Inc.		385		7,827
Keyence Corp.		100		24,737
Kyocera Corp.		400		34,616
Molex, Inc.(b)		325		7,781
Murata Manufacturing Co., Ltd.		500		26,300
Omron Corp.		700		14,834
TDK Corp.		300		12,213
TE Connectivity Ltd.		1,000		31,910
				381,278
INTERNET SOFTWARE & SERVICES–0.4%
Akamai Technologies, Inc.(a)(b)		425		13,494
Dena Co., Ltd.		529		13,812
eBay, Inc.(a)		2,735		114,897
Google, Inc.–Class A(a)		607		352,102
VeriSign, Inc.(a)		355		15,467
Yahoo! Japan Corp.		43		13,922
Yahoo!, Inc.(a)		2,905		45,986
				569,680

5

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

Company	Shares		U.S. $ Value
IT SERVICES–0.9%
Accenture PLC		1,525	$	91,637
Amadeus IT Holding SA		842		17,839
Automatic Data Processing, Inc.		1,180		65,679
Cap Gemini SA		638		23,482
Cognizant Technology Solutions Corp.–Class A(a)		745		44,700
Computer Sciences Corp.		350		8,687
Computershare Ltd.		1,449		11,076
Fidelity National Information Services, Inc.		560		19,085
Fiserv, Inc.(a)		330		23,833
International Business Machines Corp.		2,785		544,690
Mastercard, Inc.–Class A		265		113,979
Nomura Research Institute Ltd.		600		13,203
NTT Data Corp.		5		15,346
Paychex, Inc.		765		24,029
SAIC, Inc.		655		7,939
Teradata Corp.(a)		415		29,884
Total System Services, Inc.		350		8,375
Visa, Inc.–Class A		1,215		150,210
Western Union Co. (The)–Class W		1,450		24,418
				1,238,091
MACHINERY–0.0%
Hexagon AB		938		16,101
OFFICE ELECTRONICS–0.1%
Canon, Inc.		3,000		119,731
Konica Minolta Holdings, Inc.		2,000		15,756
Ricoh Co., Ltd.		2,000		16,879
Xerox Corp.		3,195		25,145
				177,511
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.6%
Advanced Micro Devices, Inc.(a)		1,405		8,051
Altera Corp.		760		25,718
Analog Devices, Inc.		680		25,616
Applied Materials, Inc.		3,035		34,781
ARM Holdings PLC		3,698		29,298
ASM Pacific Technology Ltd.		900		11,510
ASML Holding NV		1,129		57,981
Broadcom Corp.–Class A(a)		1,170		39,546
Infineon Technologies AG		3,026		20,481
Intel Corp.		11,990		319,533
KLA-Tencor Corp.		410		20,193
Lam Research Corp.(a)		479		18,077
Linear Technology Corp.		540		16,918
LSI Corp.(a)		1,320		8,408
Microchip Technology, Inc.(b)		445		14,721
Micron Technology, Inc.(a)		2,320		14,639
NVIDIA Corp.(a)		1,435		19,832
Rohm Co., Ltd.		400		15,414
Teradyne, Inc.(a)		430		6,046
Texas Instruments, Inc.		2,725		78,180
Tokyo Electron Ltd.		500	$	23,447
Xilinx, Inc.		585		19,638
				828,028
SOFTWARE–0.9%
Adobe Systems, Inc.(a)		1,180		38,196
Autodesk, Inc.(a)		535		18,720
BMC Software, Inc.(a)		365		15,578
CA, Inc.		825		22,349
Citrix Systems, Inc.(a)		440		36,934
Dassault Systemes SA		243		22,799
Electronic Arts, Inc.(a)		725		8,954
Intuit, Inc.		680		40,358
Microsoft Corp.		17,840		545,725
Nexon Co., Ltd.(a)		735		14,252
Nintendo Co., Ltd.		300		35,034
Oracle Corp.		9,240		274,428
Oracle Corp. Japan		300		12,913
Red Hat, Inc.(a)		450		25,416
Sage Group PLC (The)		3,508		15,268
Salesforce.com, Inc.(a)		331		45,764
SAP AG		2,473		146,440
Symantec Corp.(a)		1,695		24,764
Trend Micro, Inc.		500		14,730
				1,358,622
				6,975,111
CONSUMER STAPLES–4.4%
BEVERAGES–1.0%
Anheuser-Busch InBev NV		2,159		170,218
Asahi Group Holdings Ltd.		1,000		21,484
Beam, Inc.		400		24,996
Brown-Forman Corp.–Class B		235		22,760
Carlsberg A/S		288		22,733
Coca Cola Hellenic Bottling Co. SA(a)		542		9,471
Coca-Cola Amatil Ltd.		1,634		22,455
Coca-Cola Co. (The)		5,390		421,444
Coca-Cola Enterprises, Inc.		700		19,628
Constellation Brands, Inc.–Class A(a)		370		10,012
Diageo PLC		6,728		173,414
Dr Pepper Snapple Group, Inc.		520		22,750
Heineken NV		1,254		65,392
Kirin Holdings Co., Ltd.		2,000		23,572
Molson Coors Brewing Co.–Class B		350		14,564
Monster Beverage Corp.(a)		360		25,632
PepsiCo, Inc.		3,725		263,209
Pernod-Ricard SA		569		60,844
SABMiller PLC		2,567		102,991
				1,497,569
FOOD & STAPLES RETAILING–0.9%
Aeon Co., Ltd.		1,600		19,941
Carrefour SA		1,552		28,658
Casino Guichard Perrachon SA		225		19,777
Colruyt SA		204		9,101

6

AllianceBernstein Variable Products Series Fund

Company		Shares		U.S. $ Value
Costco Wholesale Corp.			1,065	$	101,175
CVS Caremark Corp.			3,030		141,592
Delhaize Group SA			274		10,037
Distribuidora Internacional de Alimentacion SA(a)			1,644		7,730
FamilyMart Co., Ltd.			300		13,731
J Sainsbury PLC			3,281		15,506
Jeronimo Martins SGPS SA			592		10,009
Kesko Oyj			171		4,470
Kroger Co. (The)			1,315		30,495
Lawson, Inc.			200		13,986
Metro AG			441		12,860
Safeway, Inc.(b)			545		9,892
Seven & I Holdings Co., Ltd.			2,000		60,291
Sysco Corp.			1,355		40,393
Tesco PLC			21,592		104,933
Wal-Mart Stores, Inc.			4,113		286,758
Walgreen Co.			2,045		60,491
Wesfarmers Ltd.			2,706		83,295
Whole Foods Market, Inc.			410		39,081
WM Morrison Supermarkets PLC			6,401		26,710
Woolworths Ltd.			3,298		90,788
					1,241,700
FOOD PRODUCTS–1.1%
Ajinomoto Co., Inc.			2,000		27,835
Archer-Daniels-Midland Co.			1,565		46,199
Associated British Foods PLC			958		19,276
Campbell Soup Co.(b)			425		14,187
ConAgra Foods, Inc.			985		25,541
Danone			1,554		96,576
Dean Foods Co.(a)			430		7,323
General Mills, Inc.			1,535		59,159
Hershey Co. (The)			350		25,211
HJ Heinz Co.			765		41,601
Hormel Foods Corp.			325		9,887
JM Smucker Co. (The)			295		22,278
Kellogg Co.			565		27,872
Kerry Group PLC			401		17,580
Kraft Foods, Inc.–Class A			4,235		163,556
Lindt & Spruengli AG(a)			1		36,724
McCormick & Co., Inc./MD			325		19,711
Mead Johnson Nutrition Co.–Class A			510		41,060
MEIJI Holdings Co., Ltd.			300		13,776
Nestle SA			8,871		529,402
Nissin Foods Holdings Co., Ltd.			400		15,211
Tate & Lyle PLC			1,256		12,756
Tyson Foods, Inc.–Class A			675		12,710
Unilever NV			4,379		146,282
Unilever PLC			3,450		115,829
Wilmar International Ltd.			9,000		25,950
Yakult Honsha Co., Ltd.			400		15,664
					1,589,156
HOUSEHOLD PRODUCTS–0.6%
Clorox Co. (The)			320		23,187
Colgate-Palmolive Co.			1,125		117,113
Henkel AG & Co. KGaA			366	$	20,310
Henkel AG & Co. KGaA (Preference Shares)			479		31,828
Kimberly-Clark Corp.			965		80,838
Procter & Gamble Co. (The)			6,515		399,044
Reckitt Benckiser Group PLC			1,773		93,715
Unicharm Corp.			300		17,076
					783,111
PERSONAL PRODUCTS–0.1%
Avon Products, Inc.			1,005		16,291
Beiersdorf AG			310		20,096
Estee Lauder Cos., Inc. (The)–Class A			540		29,225
Kao Corp.			1,400		38,610
L’Oreal SA			646		75,585
Shiseido Co., Ltd.			1,000		15,780
					195,587
TOBACCO–0.7%
Altria Group, Inc.			4,860		167,913
British American Tobacco PLC			5,292		269,045
Imperial Tobacco Group PLC			2,690		103,641
Japan Tobacco, Inc.			2,419		71,664
Lorillard, Inc.			330		43,544
Philip Morris International, Inc.			4,100		357,766
Reynolds American, Inc.			785		35,223
Swedish Match AB			573		23,095
					1,071,891
					6,379,014
INDUSTRIALS–4.3%
AEROSPACE & DEFENSE–0.7%
BAE Systems PLC			8,702		39,452
Boeing Co. (The)			1,810		134,483
Cobham PLC			3,228		11,760
European Aeronautic Defence and Space Co. NV			1,104		39,182
General Dynamics Corp.			860		56,726
Goodrich Corp.			310		39,339
Honeywell International, Inc.			1,855		103,583
L-3 Communications Holdings, Inc.			225		16,652
Lockheed Martin Corp.			650		56,602
Meggitt PLC			2,537		15,351
Northrop Grumman Corp.	��		590		37,636
Precision Castparts Corp.			340		55,927
Raytheon Co.			800		45,272
Rockwell Collins, Inc.			350		17,272
Rolls-Royce Holdings PLC(a)			5,033		67,833
Safran SA			629		23,359
Singapore Technologies Engineering Ltd.			6,000		14,792
Textron, Inc.			655		16,290
Thales SA			694		22,929
United Technologies Corp.			2,175		164,278
Zodiac Aerospace			227		23,091
					1,001,809

7

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

Company	Shares		U.S. $ Value
AIR FREIGHT & LOGISTICS–0.3%
CH Robinson Worldwide, Inc.		365	$	21,363
Deutsche Post AG		2,275		40,253
Expeditors International of Washington, Inc.		470		18,212
FedEx Corp.		765		70,082
Kuehne & Nagel International AG		432		45,767
United Parcel Service, Inc.–Class B		2,305		181,542
Yamato Holdings Co., Ltd.		1,000		16,102
				393,321
AIRLINES–0.1%
All Nippon Airways Co., Ltd.		5,000		14,165
Deutsche Lufthansa (REG)		1,092		12,625
International Consolidated Airlines Group SA(a)		2,643		6,631
Singapore Airlines Ltd.		3,000		24,823
Southwest Airlines Co.		1,805		16,642
				74,886
BUILDING PRODUCTS–0.1%
Asahi Glass Co., Ltd.		3,000		20,239
Assa Abloy AB		1,164		32,506
Cie de St-Gobain		1,080		39,905
Daikin Industries Ltd.		600		16,897
JS Group Corp.		700		14,773
Masco Corp.		805		11,165
				135,485
COMMERCIAL SERVICES & SUPPLIES–0.2%
Aggreko PLC		718		23,350
Avery Dennison Corp.		235		6,425
Babcock International Group PLC		1,121		15,014
Brambles Ltd.		4,179		26,504
Cintas Corp.		235		9,073
Dai Nippon Printing Co., Ltd.		2,000		15,668
Edenred		818		23,190
G4S PLC		3,792		16,573
Iron Mountain, Inc.		385		12,690
Pitney Bowes, Inc.(b)		455		6,811
Republic Services, Inc.–Class A		750		19,845
RR Donnelley & Sons Co.(b)		385		4,531
Secom Co., Ltd.		600		27,516
Serco Group PLC		1,802		15,133
Societe BIC SA		221		22,829
Stericycle, Inc.(a)		210		19,251
Toppan Printing Co., Ltd.		2,000		13,360
Waste Management, Inc.		1,095		36,573
				314,336
CONSTRUCTION & ENGINEERING–0.1%
ACS Actividades de Construccion y Servicios SA		381		8,161
Bouygues SA		871		23,372
Chiyoda Corp.		1,000	$	12,122
Ferrovial SA		1,084		12,225
Fluor Corp.		415		20,476
Jacobs Engineering Group, Inc.(a)		315		11,926
JGC Corp.		1,000		28,991
Leighton Holdings Ltd.		1,344		22,638
Obayashi Corp.		3,000		13,098
Quanta Services, Inc.(a)		465		11,193
Taisei Corp.		5,000		13,402
Vinci SA		1,219		56,970
				234,574
ELECTRICAL EQUIPMENT–0.3%
ABB Ltd. (REG)(a)		5,911		96,516
Alstom SA		729		23,064
Cooper Industries PLC		400		27,272
Emerson Electric Co.		1,750		81,515
First Solar, Inc.(a)(b)		120		1,807
Legrand SA		689		23,385
Mitsubishi Electric Corp.		5,000		41,832
Nidec Corp.		300		22,810
Rockwell Automation, Inc.		330		21,800
Roper Industries, Inc.		225		22,181
Sumitomo Electric Industries Ltd.		2,000		24,922
				387,104
INDUSTRIAL CONGLOMERATES–0.8%
3M Co.		1,655		148,288
Danaher Corp.		1,390		72,391
Fraser and Neave Ltd.		4,000		22,273
General Electric Co.		25,270		526,627
Hutchison Whampoa Ltd.		6,000		52,043
Keppel Corp., Ltd.		4,000		32,770
Koninklijke Philips Electronics NV		3,341		65,836
Orkla ASA		2,074		15,051
Siemens AG		2,212		185,868
Smiths Group PLC		1,055		16,755
Tyco International Ltd.		1,095		57,871
				1,195,773
MACHINERY–0.8%
Alfa Laval AB		1,184		20,288
Andritz AG		196		10,079
Atlas Copco AB		1,715		32,680
Atlas Copco AB–Class A		1,805		38,845
Caterpillar, Inc.		1,585		134,582
Cummins, Inc.		450		43,610
Deere & Co.		935		75,613
Dover Corp.		435		23,320
Eaton Corp.		785		31,110
FANUC Corp.		500		82,191
Fiat Industrial SpA		2,876		28,309
Flowserve Corp.		120		13,770
Hino Motors Ltd.		2,000		14,476
Hitachi Construction Machinery Co., Ltd.		700		13,220

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
IHI Corp.		6,000	$	12,834
Illinois Tool Works, Inc.		1,125		59,501
IMI PLC		1,172		15,311
Ingersoll-Rand PLC		705		29,737
Joy Global, Inc.		235		13,332
JTEKT Corp.		1,400		14,495
Kawasaki Heavy Industries Ltd.		5,000		13,712
Komatsu Ltd.		2,500		59,678
Kone Oyj		419		25,305
Kubota Corp.		3,000		27,724
Makita Corp.		400		14,032
MAN SE		201		20,557
Metso Oyj		344		11,861
Mitsubishi Heavy Industries Ltd.		8,000		32,521
NGK Insulators Ltd.		1,000		11,074
NSK Ltd.		2,000		12,760
PACCAR, Inc.		860		33,703
Pall Corp.		295		16,169
Parker Hannifin Corp.		345		26,524
Sandvik AB		2,698		34,601
SembCorp Marine Ltd.		7,000		26,720
SKF AB		1,658		32,682
SMC Corp./Japan		100		17,338
Snap-On, Inc.		120		7,470
Stanley Black & Decker, Inc.		415		26,709
Volvo AB–Class B		3,741		42,773
Wartsila Oyj		451		14,776
Weir Group PLC (The)		651		15,643
Xylem, Inc./NY		435		10,949
Zardoya Otis SA		378		4,202
				1,246,786
MARINE–0.0%
AP Moeller–Maersk A/S		4		26,230
AP Moeller–Maersk A/S (Line of “A” Shares)		1		6,224
Mitsui OSK Lines Ltd.		4,000		14,420
Nippon Yusen KK		5,000		13,224
				60,098
PROFESSIONAL SERVICES–0.1%
Adecco SA(a)		507		22,546
Bureau Veritas SA		256		22,774
Capita PLC		1,758		18,065
Dun & Bradstreet Corp. (The)		115		8,185
Equifax, Inc.		255		11,883
Experian PLC		2,702		38,120
Intertek Group PLC		431		18,057
Robert Half International, Inc.		335		9,571
SGS SA		24		44,999
				194,200
ROAD & RAIL–0.4%
Central Japan Railway Co.		4		31,503
CSX Corp.		2,460		55,006
DSV A/S		511		10,132
East Japan Railway Co.		900		56,512
Hankyu Hanshin Holdings, Inc.		3,000		15,087
Keikyu Corp.		2,000	$	18,197
Keio Corp.		2,000		14,496
Kintetsu Corp.		4,000		15,948
MTR Corp., Ltd		7,000		24,030
Nippon Express Co., Ltd.		3,000		12,388
Norfolk Southern Corp.		790		56,698
Odakyu Electric Railway Co., Ltd.		2,000		19,885
QR National Ltd.		6,403		22,429
Ryder System, Inc.		115		4,141
Tobu Railway Co., Ltd.		3,000		15,772
Tokyu Corp.		3,000		14,074
Union Pacific Corp.		1,125		134,224
West Japan Railway Co.		457		18,800
				539,322
TRADING COMPANIES & DISTRIBUTORS–0.3%
Brenntag AG		189		20,916
Bunzl PLC		916		14,972
Fastenal Co.		680		27,411
ITOCHU Corp.		4,000		42,043
Marubeni Corp.		4,000		26,652
Mitsubishi Corp.		3,800		76,814
Mitsui & Co., Ltd.		4,700		69,841
Sumitomo Corp.		3,000		41,975
Toyota Tsusho Corp.		700		13,381
Wolseley PLC		766		28,551
WW Grainger, Inc.		180		34,423
				396,979
TRANSPORTATION INFRASTRUCTURE–0.1%
Abertis Infraestructuras SA		986		13,325
Aeroports de Paris		305		23,069
Atlantia SpA		1,440		18,380
Auckland International Airport Ltd.		2,491		4,886
Koninklijke Vopak NV		502		32,199
Sydney Airport		3,846		11,462
Transurban Group		3,826		22,348
				125,669
				6,300,342
HEALTH CARE–4.2%
BIOTECHNOLOGY–0.4%
Alexion Pharmaceuticals, Inc.(a)		460		45,678
Amgen, Inc.		1,873		136,804
Biogen Idec, Inc.(a)		565		81,574
Celgene Corp.(a)		1,030		66,085
CSL Ltd.		1,396		56,624
Gilead Sciences, Inc.(a)		1,825		93,586
Grifols S.A.(a)		401		10,159
				490,510
HEALTH CARE EQUIPMENT & SUPPLIES–0.5%
Baxter International, Inc.		1,330		70,689
Becton Dickinson and Co.		480		35,880

9

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

Company	Shares		U.S. $ Value
Boston Scientific Corp.(a)		3,410	$	19,335
CareFusion Corp.(a)		490		12,583
Cie Generale d’Optique Essilor International SA		547		50,816
Coloplast A/S		61		10,968
Covidien PLC		1,125		60,187
CR Bard, Inc.		215		23,100
DENTSPLY International, Inc.		330		12,477
Edwards Lifesciences Corp.(a)		295		30,474
Fresenius SE & Co. KGaA		333		34,478
Getinge AB		997		24,740
Intuitive Surgical, Inc.(a)		105		58,148
Medtronic, Inc.		2,460		95,276
Olympus Corp.(a)		900		14,584
Smith & Nephew PLC		2,408		24,086
Sonova Holding AG(a)		351		33,950
St Jude Medical, Inc.		715		28,536
Stryker Corp.		775		42,702
Sysmex Corp.		200		7,910
Terumo Corp.		400		16,439
Varian Medical Systems, Inc.(a)		245		14,889
William Demant Holding AS(a)		70		6,292
Zimmer Holdings, Inc.		435		27,997
				756,536
HEALTH CARE PROVIDERS & SERVICES–0.5%
Aetna, Inc.		820		31,791
AmerisourceBergen Corp.–Class A		585		23,020
Cardinal Health, Inc.		795		33,390
CIGNA Corp.		665		29,260
Coventry Health Care, Inc.		330		10,491
DaVita, Inc.(a)(b)		225		22,097
Express Scripts Holding Co.(a)		1,939		108,254
Fresenius Medical Care AG & Co. KGaA		564		39,834
Humana, Inc.		415		32,138
Laboratory Corp. of America Holdings(a)		225		20,837
McKesson Corp.		565		52,969
Patterson Cos., Inc.		210		7,239
Quest Diagnostics, Inc.		400		23,960
Ramsay Health Care Ltd.		490		11,385
Sonic Healthcare Ltd.		1,715		22,431
Tenet Healthcare Corp.(a)		975		5,109
UnitedHealth Group, Inc.		2,485		145,372
WellPoint, Inc.		800		51,032
				670,609
HEALTH CARE TECHNOLOGY–0.0%
Cerner Corp.(a)		340		28,104
LIFE SCIENCES TOOLS & SERVICES–0.1%
Agilent Technologies, Inc.		795		31,196
Life Technologies Corp.(a)		425		19,121
PerkinElmer, Inc.		245		6,321
QIAGEN NV(a)		667	$	11,169
Thermo Fisher Scientific, Inc.		885		45,940
Waters Corp.(a)		215		17,086
				130,833
PHARMACEUTICALS–2.7%
Abbott Laboratories		3,765		242,730
Allergan, Inc./United States		750		69,427
Astellas Pharma, Inc.		1,200		52,366
AstraZeneca PLC		3,432		153,368
Bayer AG		2,223		160,188
Bristol-Myers Squibb Co.		3,995		143,620
Chugai Pharmaceutical Co., Ltd.		700		13,270
Daiichi Sankyo Co., Ltd.		1,800		30,351
Dainippon Sumitomo Pharma Co., Ltd.		1,400		14,304
Eisai Co., Ltd.		700		30,654
Elan Corp. PLC(a)		1,351		19,813
Eli Lilly & Co.		2,415		103,628
Forest Laboratories, Inc.(a)		595		20,819
GlaxoSmithKline PLC		13,572		308,275
Hisamitsu Pharmaceutical Co., Inc.		300		14,764
Hospira, Inc.(a)		360		12,593
Johnson & Johnson		6,535		441,505
Kyowa Hakko Kirin Co., Ltd.		1,000		10,299
Merck & Co., Inc.		7,245		302,479
Merck KGaA		204		20,373
Mitsubishi Tanabe Pharma Corp.		1,000		14,380
Mylan, Inc./PA(a)		995		21,263
Novartis AG		6,183		345,700
Novo Nordisk A/S–Class B		1,095		158,815
Ono Pharmaceutical Co., Ltd.		200		12,568
Orion Oyj		259		4,906
Otsuka Holdings Co., Ltd.		975		29,928
Perrigo Co.		220		25,945
Pfizer, Inc.		17,850		410,550
Roche Holding AG		1,889		326,292
Sanofi		3,244		245,573
Shionogi & Co., Ltd.		1,000		13,597
Shire PLC		1,512		43,500
Taisho Pharmaceutical Holdings Co., Ltd.		172		14,438
Takeda Pharmaceutical Co., Ltd.		2,100		95,344
UCB SA		296		14,952
Watson Pharmaceuticals, Inc.(a)		315		23,307
				3,965,884
				6,042,476
CONSUMER DISCRETIONARY–4.1%
AUTO COMPONENTS–0.2%
Aisin Seiki Co., Ltd.		500		16,714
BorgWarner, Inc.(a)		290		19,021
Bridgestone Corp.		1,700		39,039
Cie Generale des Etablissements Michelin–Class B		484		31,666
Continental AG		255		21,257

10

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Denso Corp.		1,300	$	44,422
GKN PLC		4,227		11,984
Goodyear Tire & Rubber Co. (The)(a)		560		6,614
Johnson Controls, Inc.		1,580		43,782
NOK Corp.		700		14,946
Nokian Renkaat OYJ		298		11,320
Toyota Industries Corp.		500		14,336
				275,101
AUTOMOBILES–0.7%
Bayerische Motoren Werke AG		890		64,407
Daihatsu Motor Co., Ltd.		1,000		17,352
Daimler AG		2,436		109,472
Fiat SpA(a)		1,624		8,188
Ford Motor Co.		9,070		86,981
Fuji Heavy Industries Ltd.		2,000		16,204
Harley-Davidson, Inc.		550		25,152
Honda Motor Co., Ltd.		4,400		153,540
Isuzu Motors Ltd.		3,000		16,069
Mazda Motor Corp.(a)		11,000		14,979
Mitsubishi Motors Corp.(a)		14,000		14,118
Nissan Motor Co., Ltd.		6,700		63,621
Porsche Automobil Holding SE (Preference Shares)		412		20,495
Renault SA		588		23,480
Suzuki Motor Corp.		1,000		20,533
Toyota Motor Corp.		7,400		298,680
Volkswagen AG		140		21,156
Volkswagen AG (Preference Shares)		389		61,629
				1,036,056
DISTRIBUTORS–0.0%
Genuine Parts Co.		350		21,088
Li & Fung Ltd.		16,000		30,938
				52,026
DIVERSIFIED CONSUMER SERVICES–0.0%
Apollo Group, Inc.–Class A(a)		245		8,866
Benesse Holdings, Inc.		300		13,432
DeVry, Inc.		120		3,716
Gree, Inc.		682		13,489
H&R Block, Inc.		670		10,707
				50,210
HOTELS, RESTAURANTS & LEISURE–0.6%
Accor SA		750		23,503
Carnival Corp.		1,085		37,183
Carnival PLC		487		16,651
Chipotle Mexican Grill, Inc.–Class A(a)		94		35,715
Compass Group PLC		5,090		53,430
Crown Ltd.		2,537		22,045
Darden Restaurants, Inc.		320		16,202
Galaxy Entertainment Group Ltd.(a)		8,911		22,395
Genting Singapore PLC		22,000		24,715
Intercontinental Hotels Group PLC		782	$	18,826
International Game Technology		680		10,710
Marriott International, Inc./DE–Class A		595		23,324
McDonald’s Corp.		2,430		215,128
McDonald’s Holdings Co. Japan Ltd.		500		14,073
OPAP SA		600		3,632
Oriental Land Co., Ltd.		100		11,434
Sands China Ltd.		7,700		24,771
Sky City Entertainment Group Ltd.		1,551		4,237
Sodexo		292		22,736
Starbucks Corp.		1,810		96,509
Starwood Hotels & Resorts Worldwide, Inc.		445		23,603
Tatts Group Ltd.		6,512		17,548
Whitbread PLC		478		15,198
Wyndham Worldwide Corp.		350		18,459
Wynn Macau Ltd.		10,107		23,903
Wynn Resorts Ltd.		210		21,781
Yum! Brands, Inc.		1,095		70,540
				888,251
HOUSEHOLD DURABLES–0.2%
DR Horton, Inc.		655		12,039
Electrolux AB		1,181		23,502
Harman International Industries, Inc.		140		5,544
Leggett & Platt, Inc.(b)		325		6,867
Lennar Corp.–Class A(b)		350		10,819
Newell Rubbermaid, Inc.		675		12,245
Panasonic Corp.		5,900		48,231
Pulte Group, Inc.(a)		785		8,400
Rinnai Corp.		200		13,800
Sekisui Chemical Co., Ltd.		2,000		18,581
Sekisui House Ltd.		2,000		18,884
Sharp Corp./Japan		3,000		15,285
Sony Corp.		2,700		38,608
Whirlpool Corp.		200		12,232
				245,037
INTERNET & CATALOG RETAIL–0.2%
Amazon.com, Inc.(a)		870		198,664
Expedia, Inc.		222		10,672
NetFlix, Inc.(a)(b)		126		8,627
priceline.com, Inc.(a)		117		77,749
Rakuten, Inc.		1,951		20,171
TripAdvisor, Inc.(a)		222		9,921
				325,804
LEISURE EQUIPMENT & PRODUCTS–0.1%
Hasbro, Inc.		250		8,467
Mattel, Inc.		785		25,465
Nikon Corp.		900		27,397
Sankyo Co., Ltd.		300		14,640

11

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

Company	Shares		U.S. $ Value
Sega Sammy Holdings, Inc.		700	$	14,239
Shimano, Inc.		200		13,113
				103,321
MEDIA–0.9%
British Sky Broadcasting Group PLC		3,006		32,771
Cablevision Systems Corp.		480		6,379
CBS Corp.–Class B		1,540		50,481
Comcast Corp.–Class A		6,420		205,247
Dentsu, Inc.		500		14,820
DIRECTV(a)		1,565		76,403
Discovery Communications, Inc.–Class A(a)		595		32,130
Gannett Co., Inc.		550		8,102
Interpublic Group of Cos., Inc. (The)		1,045		11,338
ITV PLC		12,555		15,107
Jupiter Telecommunications Co., Ltd.		13		13,255
Kabel Deutschland Holding AG(a)		164		10,220
McGraw-Hill Cos., Inc. (The)		660		29,700
News Corp.–Class A		4,985		111,116
Omnicom Group, Inc.		660		32,076
Pearson PLC		2,193		43,513
Publicis Groupe SA		494		22,592
Reed Elsevier NV		2,970		33,883
Reed Elsevier PLC		3,272		26,226
Scripps Networks Interactive, Inc.–Class A		220		12,509
SES SA (FDR)		971		22,958
Time Warner Cable, Inc.–Class A		765		62,807
Time Warner, Inc.		2,295		88,358
Viacom, Inc.–Class B		1,260		59,245
Walt Disney Co. (The)		4,275		207,338
Washington Post Co. (The)–Class B(b)		11		4,112
WPP PLC		3,388		41,130
				1,273,816
MULTILINE RETAIL–0.2%
Big Lots, Inc.(a)		130		5,303
Dollar Tree, Inc.(a)		320		17,216
Family Dollar Stores, Inc.		305		20,276
Isetan Mitsukoshi Holdings Ltd.		1,300		13,812
JC Penney Co., Inc.(b)		330		7,692
Kohl’s Corp.		580		26,384
Macy’s, Inc.		945		32,461
Marks & Spencer Group PLC		4,312		21,990
Next PLC		452		22,696
Nordstrom, Inc.		360		17,888
PPR		205		29,219
Sears Holdings Corp.(a)(b)		105		6,269
Target Corp.		1,565		91,067
				312,273
SPECIALTY RETAIL–0.6%
Abercrombie & Fitch Co.–Class A		160	$	5,462
AutoNation, Inc.(a)(b)		105		3,704
AutoZone, Inc.(a)		85		31,209
Bed Bath & Beyond, Inc.(a)		565		34,917
Best Buy Co., Inc.		630		13,205
CarMax, Inc.(a)		540		14,008
Fast Retailing Co., Ltd.		100		20,009
GameStop Corp.–Class A(b)		275		5,049
Gap, Inc. (The)		745		20,383
Hennes & Mauritz AB–Class B		2,552		91,601
Home Depot, Inc. (The)		3,650		193,414
Inditex SA		586		60,572
Kingfisher PLC		6,368		28,726
Limited Brands, Inc.		565		24,029
Lowe’s Cos., Inc.		2,770		78,779
Nitori Holdings Co., Ltd.		150		14,184
O’Reilly Automotive, Inc.(a)		320		26,806
Ross Stores, Inc.		550		34,359
Shimamura Co., Ltd.		100		11,556
Staples, Inc.		1,605		20,945
Tiffany & Co.		315		16,679
TJX Cos., Inc.		1,770		75,986
Urban Outfitters, Inc.(a)		235		6,484
USS Co., Ltd.		100		10,790
Yamada Denki Co., Ltd.		270		13,824
				856,680
TEXTILES, APPAREL & LUXURY GOODS–0.4%
Adidas AG		562		40,283
Burberry Group PLC		1,179		24,548
Christian Dior SA		166		22,830
Cie Financiere Richemont SA		1,403		77,038
Coach, Inc.		680		39,766
Fossil, Inc.(a)		119		9,108
Hugo Boss AG		198		19,616
Luxottica Group SpA		759		26,503
LVMH Moet Hennessy Louis Vuitton SA		683		103,946
NIKE, Inc.–Class B		880		77,246
Ralph Lauren Corp.		190		26,611
Swatch Group AG (The) (SWX Exchange)		103		40,710
VF Corp.		215		28,692
				536,897
				5,955,472
ENERGY–3.7%
ENERGY EQUIPMENT & SERVICES–0.5%
AMEC PLC		891		14,046
Baker Hughes, Inc.		1,010		41,511
Cameron International Corp.(a)		570		24,345
Cie Generale de Geophysique-Veritas(a)		470		12,156
Diamond Offshore Drilling, Inc.		140		8,278

12

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
FMC Technologies, Inc.(a)		560	$	21,969
Fugro NV		538		32,634
Halliburton Co.		2,190		62,174
Helmerich & Payne, Inc.		235		10,218
Nabors Industries Ltd.(a)		665		9,576
National Oilwell Varco, Inc.		1,005		64,762
Noble Corp.(a)		575		18,705
Petrofac Ltd.		697		15,214
Rowan Cos. PLC(a)		255		8,244
Saipem SpA		712		31,708
Schlumberger Ltd.		3,185		206,738
Seadrill Ltd.		946		33,740
Subsea 7 SA		1,066		21,096
Technip SA		267		27,826
Tenaris SA		1,269		22,317
Transocean Ltd./Switzerland		942		42,243
WorleyParsons Ltd.		885		22,981
				752,481
OIL, GAS & CONSUMABLE FUELS–3.2%
Alpha Natural Resources, Inc.(a)		482		4,198
Anadarko Petroleum Corp.		1,195		79,109
Apache Corp.		945		83,056
BG Group PLC		9,129		186,884
BP PLC		51,018		340,708
Cabot Oil & Gas Corp.		470		18,518
Chesapeake Energy Corp.(b)		1,545		28,737
Chevron Corp.		4,730		499,015
ConocoPhillips		3,020		168,758
Consol Energy, Inc.		540		16,330
Denbury Resources, Inc.(a)		910		13,750
Devon Energy Corp.		970		56,250
ENI SpA		6,460		137,244
EOG Resources, Inc.		655		59,022
EQT Corp.		340		18,234
Exxon Mobil Corp.		11,169		955,731
Galp Energia SGPS SA		622		7,886
Hess Corp.		690		29,981
Inpex Corp.		6		33,699
JX Holdings, Inc.		6,000		30,924
Kinder Morgan, Inc./Delaware		1,175		37,859
Lundin Petroleum AB(a)		856		16,025
Marathon Oil Corp.		1,655		42,318
Marathon Petroleum Corp.		812		36,475
Murphy Oil Corp.		455		22,882
Neste Oil Oyj		339		3,815
Newfield Exploration Co.(a)		320		9,379
Noble Energy, Inc.		425		36,049
Occidental Petroleum Corp.		1,950		167,252
OMV AG		396		12,454
Origin Energy Ltd.		2,920		36,774
Peabody Energy Corp.		645		15,815
Phillips 66(a)		1,460		48,530
Pioneer Natural Resources Co.		315		27,786
QEP Resources, Inc.		425		12,737
Range Resources Corp.		400		24,748
Repsol YPF SA		2,133		34,288
Royal Dutch Shell PLC–Class A		9,862	$	332,280
Royal Dutch Shell PLC–Class B		7,154		249,844
Santos Ltd.		2,539		27,963
Southwestern Energy Co.(a)		795		25,384
Spectra Energy Corp.		1,535		44,607
Statoil ASA		3,000		71,546
Sunoco, Inc.		235		11,163
Tesoro Corp.(a)		325		8,112
TonenGeneral Sekiyu KK		2,000		17,689
Total SA		5,706		256,821
Tullow Oil PLC		2,433		56,233
Valero Energy Corp.		1,275		30,791
Williams Cos., Inc. (The)		1,455		41,933
Woodside Petroleum Ltd.		1,733		55,536
WPX Energy, Inc.(a)		445		7,200
				4,590,322
				5,342,803
MATERIALS–2.4%
CHEMICALS–1.1%
Air Liquide SA		839		95,922
Air Products & Chemicals, Inc.		520		41,980
Airgas, Inc.		190		15,962
Akzo Nobel NV		704		33,133
Arkema SA		218		14,294
Asahi Kasei Corp.		3,000		16,262
BASF SE		2,469		171,680
CF Industries Holdings, Inc.		190		36,811
Dow Chemical Co. (The)(b)		2,825		88,987
Eastman Chemical Co.		330		16,622
Ecolab, Inc.		690		47,286
EI du Pont de Nemours & Co.		2,245		113,530
FMC Corp.		330		17,648
Givaudan SA(a)		23		22,574
Hitachi Chemical Co., Ltd.		900		14,179
Incitec Pivot Ltd.		7,611		22,485
International Flavors & Fragrances, Inc.		200		10,960
Johnson Matthey PLC		577		20,010
JSR Corp.		800		13,881
K&S AG		463		21,196
Kansai Paint Co., Ltd.		1,000		10,716
Kuraray Co., Ltd.		1,000		12,959
Lanxess AG		227		14,366
Linde AG		460		71,641
Mitsubishi Chemical Holdings Corp.		3,500		15,429
Mitsubishi Gas Chemical Co., Inc.		2,000		11,370
Monsanto Co.		1,290		106,786
Mosaic Co. (The)		730		39,975
Nitto Denko Corp.		400		17,138
Novozymes A/S		656		17,011
Orica Ltd.		981		24,988
PPG Industries, Inc.		350		37,142
Praxair, Inc.		740		80,460
Sherwin-Williams Co. (The)		215		28,455
Shin-Etsu Chemical Co., Ltd.		1,100		60,575

13

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

Company	Shares		U.S. $ Value
Showa Denko KK		7,000	$	13,600
Sigma-Aldrich Corp.		305		22,549
Solvay SA		159		15,698
Sumitomo Chemical Co., Ltd.		4,000		12,295
Syngenta AG		254		86,951
Teijin Ltd.		5,000		15,221
Toray Industries, Inc.		4,000		27,275
Yara International ASA		541		23,675
				1,601,677
CONSTRUCTION MATERIALS–0.1%
CRH PLC		1,933		37,032
Fletcher Building Ltd.		1,830		8,662
HeidelbergCement AG		440		21,124
Holcim Ltd.(a)		816		45,211
James Hardie Industries SE		1,640		13,522
Lafarge SA		533		23,803
Taiheiyo Cement Corp.		4,000		9,185
Vulcan Materials Co.		315		12,509
				171,048
CONTAINERS & PACKAGING–0.1%
Amcor Ltd./Australia		3,244		23,681
Ball Corp.		360		14,778
Bemis Co., Inc.		230		7,208
Owens-Illinois, Inc.(a)		360		6,901
Rexam PLC		2,358		15,563
Sealed Air Corp.		440		6,794
				74,925
METALS & MINING–1.0%
Acerinox SA		318		3,564
Alcoa, Inc.		2,520		22,050
Allegheny Technologies, Inc.		235		7,494
Anglo American PLC		3,567		117,231
Antofagasta PLC		1,060		18,132
ArcelorMittal (Euronext Amsterdam)		4,360		66,706
BHP Billiton Ltd.		8,668		282,337
BHP Billiton PLC		5,678		161,383
Cliffs Natural Resources, Inc.		330		16,266
Eurasian Natural Resources Corp. PLC		2,391		15,605
Fortescue Metals Group Ltd.		4,488		22,508
Freeport-McMoRan Copper & Gold, Inc.		2,225		75,806
Fresnillo PLC		667		15,278
Glencore International PLC		3,722		17,260
Hitachi Metals Ltd.		1,000		11,934
Iluka Resources Ltd.		2,008		23,699
JFE Holdings, Inc.		1,200		20,085
Kazakhmys PLC		1,371		15,544
Kobe Steel Ltd.		12,000		14,435
Mitsubishi Materials Corp.		5,000		14,499
Newcrest Mining Ltd.		2,055		47,822
Newmont Mining Corp.		1,195		57,969
Nippon Steel Corp.		14,000		31,754
Norsk Hydro ASA		2,654	$	11,969
Nucor Corp.		760		28,804
Randgold Resources Ltd.		234		21,009
Rio Tinto Ltd.		1,171		68,746
Rio Tinto PLC		3,620		172,036
Sumitomo Metal Industries Ltd.		9,000		14,846
Sumitomo Metal Mining Co., Ltd.		1,000		11,269
ThyssenKrupp AG		1,305		21,258
Titanium Metals Corp.		150		1,696
Umicore SA		306		14,148
United States Steel Corp.(b)		330		6,798
Voestalpine AG		295		7,835
Xstrata PLC		5,579		70,147
				1,529,922
PAPER & FOREST PRODUCTS–0.1%
International Paper Co.		1,015		29,344
MeadWestvaco Corp.		370		10,638
OJI Paper Co., Ltd.		4,000		15,326
Stora Enso Oyj		1,482		9,124
Svenska Cellulosa AB–Class B		2,115		31,732
UPM-Kymmene Oyj		1,411		15,962
				112,126
				3,489,698
TELECOMMUNICATION SERVICES–1.6%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.2%
AT&T, Inc.		13,970		498,170
Belgacom SA		409		11,631
BT Group PLC		20,918		69,312
CenturyLink, Inc.		1,450		57,260
Deutsche Telekom AG		7,551		82,755
Elisa Oyj		381		7,672
France Telecom SA		4,984		65,531
Frontier Communications Corp.(b)		2,380		9,115
Iliad SA		80		11,584
Inmarsat PLC		1,202		9,276
Koninklijke KPN NV		3,848		36,795
Nippon Telegraph & Telephone Corp.		1,200		55,957
Portugal Telecom SGPS SA		1,687		7,388
Singapore Telecommunications Ltd.		21,000		54,696
Swisscom AG		62		24,979
TDC A/S		1,331		9,250
Telecom Corp. of New Zealand Ltd.		5,176		9,856
Telecom Italia SpA (ordinary shares)		28,057		27,724
Telecom Italia SpA (savings shares)		16,898		13,694
Telefonica SA		11,042		145,351

14

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Telekom Austria AG		893	$	8,777
Telenet Group Holding NV		194		8,489
Telenor ASA		1,945		32,517
TeliaSonera AB		5,820		37,182
Telstra Corp., Ltd.		11,707		44,357
Verizon Communications, Inc.		6,765		300,637
Vivendi SA		3,465		64,383
Windstream Corp.(b)		1,395		13,476
				1,717,814
WIRELESS TELECOMMUNICATION SERVICES–0.4%
Crown Castle International Corp.(a)		620		36,369
KDDI Corp.		7		45,156
MetroPCS Communications, Inc.(a)		675		4,084
Millicom International Cellular SA		313		29,539
NTT DoCoMo, Inc.		41		68,224
Softbank Corp.		2,400		89,337
Sprint Nextel Corp.(a)		7,130		23,244
StarHub Ltd.		4,000		10,842
Vodafone Group PLC		133,955		376,515
				683,310
				2,401,124
UTILITIES–1.5%
ELECTRIC UTILITIES–0.8%
Acciona SA		60		3,587
American Electric Power Co., Inc.		1,125		44,887
Cheung Kong Infrastructure Holdings Ltd.		2,000		12,069
Chubu Electric Power Co., Inc.		1,700		27,567
Chugoku Electric Power Co., Inc. (The)		900		14,843
CLP Holdings Ltd.		5,000		42,462
Contact Energy Ltd.(a)		971		3,757
Duke Energy Corp.		3,175		73,215
E.ON AG		4,841		104,610
Edison International		765		35,343
EDP - Energias de Portugal SA		5,130		12,136
Electricite de France SA		1,042		23,184
Enel SpA		17,694		57,131
Entergy Corp.		425		28,853
Exelon Corp.		1,997		75,127
FirstEnergy Corp.		985		48,452
Fortum Oyj		1,194		22,675
Iberdrola SA		10,436		49,271
Kansai Electric Power Co., Inc. (The)		2,000		23,985
Kyushu Electric Power Co., Inc.		1,200		14,236
NextEra Energy, Inc.		995		68,466
Northeast Utilities		710		27,555
Pepco Holdings, Inc.		540		10,568
Pinnacle West Capital Corp.		235		12,159
Power Assets Holdings Ltd.		3,500	$	26,242
PPL Corp.		1,345		37,404
Progress Energy, Inc.		430		25,873
Red Electrica Corp. SA		291		12,701
Scottish & Southern Energy PLC		2,523		55,041
Shikoku Electric Power Co., Inc.		700		14,880
Southern Co. (The)		2,060		95,378
SP AusNet		12,753		13,365
Tohoku Electric Power Co., Inc.(a)		1,400		14,067
Verbund AG		183		4,192
Xcel Energy, Inc.		1,120		31,819
				1,167,100
GAS UTILITIES–0.1%
AGL Resources, Inc.		248		9,610
Enagas SA		481		8,776
Gas Natural SDG SA		933		11,979
Hong Kong & China Gas Co., Ltd.		14,000		29,740
Oneok, Inc.		470		19,886
Osaka Gas Co., Ltd.		5,000		20,949
Snam SpA		6,059		27,145
Toho Gas Co., Ltd.		2,000		12,413
Tokyo Gas Co., Ltd.		7,000		35,777
				176,275
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.1%
AES Corp. (The)(a)		1,535		19,694
Electric Power Development Co., Ltd.		500		13,140
Enel Green Power SpA		8,772		13,900
NRG Energy, Inc.(a)		540		9,374
				56,108
MULTI-UTILITIES–0.5%
AGL Energy Ltd.		1,463		22,233
Ameren Corp.		560		18,782
CenterPoint Energy, Inc.		995		20,567
Centrica PLC		13,908		69,539
CMS Energy Corp.		620		14,570
Consolidated Edison, Inc.		680		42,289
Dominion Resources, Inc./VA		1,385		74,790
DTE Energy Co.		420		24,919
GDF Suez		3,330		79,413
Integrys Energy Group, Inc.		200		11,374
National Grid PLC		9,585		101,582
NiSource, Inc.		655		16,211
PG&E Corp.		975		44,138
Public Service Enterprise Group, Inc.		1,205		39,162
RWE AG		1,316		53,817
SCANA Corp.		295		14,113
Sempra Energy		560		38,573
TECO Energy, Inc.		475		8,579
United Utilities Group PLC		1,833		19,417
Veolia Environnement SA		932		11,802

15

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

Company	Shares		U.S. $ Value
Wisconsin Energy Corp.		550	$	21,764
				747,634
WATER UTILITIES–0.0%
Severn Trent PLC		639		16,565
				2,163,682
Total Common Stocks (cost $53,162,484)				55,125,335
	Principal Amount (000)
GOVERNMENTS–TREASURIES–27.0%
UNITED STATES–27.0%
U.S. Treasury Bonds
3.125%, 11/15/41–2/15/42	$	1,360		1,461,367
3.50%, 2/15/39		152		175,893
3.75%, 8/15/41		220		265,306
3.875%, 8/15/40		280		344,706
4.25%, 5/15/39		240		313,463
4.375%, 11/15/39–5/15/41		593		790,811
4.50%, 8/15/39		220		298,512
4.75%, 2/15/37–2/15/41		266		373,662
5.375%, 2/15/31		650		947,172
6.00%, 2/15/26		134		196,436
6.25%, 8/15/23–5/15/30		314		480,013
7.25%, 5/15/16		108		135,439
7.50%, 11/15/16		92		118,996
7.625%, 2/15/25		55		90,028
8.00%, 11/15/21		123		193,091
U.S. Treasury Notes
0.125%, 9/30/13–12/31/13		980		977,687
0.25%, 11/30/13–2/15/15		4,395		4,387,729
0.375%, 8/31/12–11/15/14		325		325,175
0.50%, 10/15/13–10/15/14		883		885,770
0.625%, 1/31/13		320		320,812
0.75%, 3/31/13–6/15/14		1,574		1,583,816
0.875%, 11/30/16–4/30/17		2,315		2,335,309
1.00%, 1/15/14–10/31/16		1,655		1,677,060
1.125%, 12/15/12–6/15/13		809		815,055
1.25%, 2/15/14–4/30/19		2,470		2,505,408
1.375%, 11/30/15–2/28/19		902		923,865
1.75%, 7/31/15		660		686,142
1.875%, 10/31/17		1,100		1,160,500
2.00%, 11/30/13–2/15/22		2,749		2,852,592
2.125%, 12/31/15–8/15/21		825		869,033
2.25%, 1/31/15–11/30/17		739		790,211
2.375%, 8/31/14–7/31/17		2,504		2,631,679
2.50%, 3/31/15		148		156,510
2.625%, 1/31/18–11/15/20		1,505		1,654,170
2.75%, 5/31/17–2/15/19	$	1,330	$	1,462,751
3.00%, 2/28/17		889		982,553
3.125%, 10/31/16–5/15/21		1,111		1,242,111
3.25%, 7/31/16		232		256,777
3.375%, 11/15/19		380		439,642
3.625%, 2/15/21		295		348,284
3.75%, 11/15/18		615		720,367
4.00%, 11/15/12		57		57,808
4.375%, 8/15/12		110		110,563
Total Governments–Treasuries (cost $38,479,877)				39,344,274
	Shares
INVESTMENT COMPANIES–4.2%
FUNDS AND INVESTMENT TRUSTS–4.2%
Vanguard MSCI Emerging Markets ETF (cost $5,990,959)		151,220		6,041,239
SHORT–TERM INVESTMENTS–40.5%
INVESTMENT COMPANIES–40.5%
AllianceBernstein Fixed-Income Shares, Inc.–Government STIF Portfolio, 0.14%(c) (cost $58,912,503)		58,912,503		58,912,503
Total Investments Before Security Lending Collateral for Securities Loaned–109.6% (cost $156,545,823)				159,423,351
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–0.1%
INVESTMENT COMPANIES–0.1%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $132,702)		132,702		132,702
TOTAL INVESTMENTS–109.7% (cost $156,678,525)				159,556,053
Other assets less liabilities–(9.7)%				(14,089,887	)
NET ASSETS–100.0%			$	145,466,166

16

AllianceBernstein Variable Products Series Fund

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
10YR JGB Mini Futures SGX XSES		9		September 2012	$	1,614,250	$	1,617,940	$	3,690
ASX SPI 200 Index Futures		7		September 2012		725,118		726,659		1,541
FTSE 100 Index Futures		20		September 2012		1,694,904		1,729,970		35,066
German Euro Bobl Futures		2		September 2012		322,933		318,627		(4,306	)
German Euro Bund Futures		2		September 2012		366,441		356,618		(9,823	)
German Euro Buxl Futures		1		September 2012		166,136		165,704		(432	)
Hang Seng Index Futures		2		July 2012		243,465		250,698		7,233
MSCI Emerging Market Mini Futures		9		September 2012		404,025		425,115		21,090
Russell 2000 Mini Index Futures		15		September 2012		1,134,988		1,193,100		58,112
S&P 500 E Mini Index Futures		25		September 2012		1,645,430		1,695,500		50,070
S&P Mid Cap 400 E Mini Index Futures		32		September 2012		2,931,733		3,006,400		74,667
TOPIX Index Futures		16		September 2012		1,422,043		1,539,251		117,208
U.S. T–Note 10 Yr Futures		7		September 2012		935,230		933,625		(1,605	)
U.S. T–Note 5 Yr Futures		2		September 2012		247,503		247,938		435
UK Long Gilt Bond Futures		2		September 2012		370,617		373,089		2,472
Ultra Long U.S. T-Bond Futures		2		September 2012		338,691		333,688		(5,003	)
Sold Contracts
EURO STOXX 50 Index Futures		17		September 2012		462,297		485,129		(22,832	)
									$	327,583

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts:
Bank of America NA:
Euro settling 9/14/12		1,195	$	1,515,260	$	1,513,316	$	(1,944	)
Barclays Bank PLC Wholesale:
Japanese Yen settling 9/14/12		107,886		1,361,295		1,351,022		(10,273	)
BNP Paribas SA:
Swiss Franc settling 9/14/12		918		958,329		968,970		10,641
Citibank N.A:
Australian Dollar settling 9/14/12		1,247		1,226,623		1,267,728		41,105
Japanese Yen settling 9/14/12		11,905		149,109		149,082		(27	)
Credit Suisse London Branch (GFX):
Great British Pound settling 9/14/12		1,388		2,181,353		2,173,399		(7,954	)
Japanese Yen settling 9/14/12		218,406		2,759,463		2,735,027		(24,436	)
Royal Bank of Canada:
Euro settling 9/14/12		788		983,972		997,903		13,931
Royal Bank of Scotland PLC:
Japanese Yen settling 9/14/12		98,236		1,232,983		1,230,177		(2,806	)

17

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

Counterparty & Description	Contract Amount (000)			U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts: (continued)
Standard Chartered Bank:
Great British Pound settling 9/14/12		116		$	180,382	$	181,638	$	1,256
State Street Bank & Trust Co.:
Great British Pound settling 9/14/12		227			366,269		355,448		(10,821	)
Japanese Yen settling 9/14/12		24,009			302,670		300,656		(2,014	)
Swedish Krona settling 9/14/12		3,924			555,093		565,768		10,675
UBS AG:			��
Euro settling 9/14/12		177			229,625		224,148		(5,477	)
Great British Pound settling 9/14/12		858			1,340,325		1,343,499		3,174
Sale Contracts:
Credit Suisse London Branch (GFX):
Australian Dollar settling 9/14/12		1,580			1,573,064		1,606,263		(33,199	)
Euro settling 9/14/12		4,035			5,022,768		5,109,818		(87,050	)
Great British Pound settling 9/14/12		2,987			4,632,031		4,677,194		(45,163	)
Japanese Yen settling 9/14/12		326,884			4,126,229		4,093,462		32,767
Swedish Krona settling 9/14/12		4,197			592,428		605,129		(12,701	)
Swiss Franc settling 9/14/12		1,533			1,590,150		1,618,117		(27,967	)
Royal Bank of Canada:
Canadian Dollar settling 9/14/12		302			292,449		296,153		(3,704	)
Standard Chartered Bank:
Japanese Yen settling 9/14/12		14,678			185,750		183,807		1,943
State Street Bank & Trust Co.:
Australian Dollar settling 9/14/12		142			136,895		144,360		(7,465	)
Westpac Banking Corp:
Australian Dollar settling 9/14/12		1,105			1,114,602		1,123,367		(8,765	)
								$	(176,274	)

TOTAL RETURN SWAP CONTRACTS (see Note D)

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid/ Received by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive Total Return on Reference Index
Receive	FTSE EPRA/NAREIT Developed Real Estate index		9		0.46	%	$	27		7/16/12	JPMorgan Chase Bank, NA	$	1,087
Receive	FTSE EPRA/NAREIT Developed Real Estate index		6		0.47	%		18		7/16/12	JPMorgan Chase Bank, NA		724
Receive	FTSE EPRA/NAREIT Developed Real Estate index		5		0.47	%		15		7/16/12	JPMorgan Chase Bank, NA		604

18

AllianceBernstein Variable Products Series Fund

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate index		16		0.49	%	$	49		8/15/12	JPMorgan Chase Bank, NA	$	1,931
Receive	FTSE EPRA/NAREIT Developed Real Estate index		14		0.49	%		42		8/15/12	JPMorgan Chase Bank, NA		1,690
Receive	FTSE EPRA/NAREIT Developed Real Estate index		29		0.49	%		88		8/15/12	JPMorgan Chase Bank, NA		3,500
Receive	FTSE EPRA/NAREIT Developed Real Estate index		20		0.49	%		61		8/15/12	JPMorgan Chase Bank, NA		2,414
Receive	FTSE EPRA/NAREIT Developed Real Estate index		7		0.49	%		21		9/17/12	JPMorgan Chase Bank, NA		845
Receive	FTSE EPRA/NAREIT Developed Real Estate index		11		0.49	%		33		9/17/12	JPMorgan Chase Bank, NA		1,328
Receive	FTSE EPRA/NAREIT Developed Real Estate index		13		0.49	%		39		10/15/12	JPMorgan Chase Bank, NA		1,569
Receive	FTSE EPRA/NAREIT Developed Real Estate index		29		0.49	%		88		10/15/12	JPMorgan Chase Bank, NA		3,500
Receive	FTSE EPRA/NAREIT Developed Real Estate index		10		0.49	%		30		10/15/12	JPMorgan Chase Bank, NA		1,207
Receive	FTSE EPRA/NAREIT Developed Real Estate index		16		0.49	%		49		10/15/12	JPMorgan Chase Bank, NA		1,931
Receive	FTSE EPRA/NAREIT Developed Real Estate index		15		0.49	%		46		10/15/12	JPMorgan Chase Bank, NA		1,810
Receive	FTSE EPRA/NAREIT Developed Real Estate index		16		0.49	%		49		10/15/12	JPMorgan Chase Bank, NA		1,931

19

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

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate index		35		0.49	%	$	106		11/15/12	JPMorgan Chase Bank, NA	$	4,224
Receive	FTSE EPRA/NAREIT Developed Real Estate index		21		0.49	%		64		11/15/12	JPMorgan Chase Bank, NA		2,535
Receive	FTSE EPRA/NAREIT Developed Real Estate index		19		0.49	%		58		12/17/12	JPMorgan Chase Bank, NA		2,293
Receive	FTSE EPRA/NAREIT Developed Real Estate index		31		0.49	%		94		12/17/12	JPMorgan Chase Bank, NA		3,741
Receive	FTSE EPRA/NAREIT Developed Real Estate index		22		0.49	%		67		12/17/12	JPMorgan Chase Bank, NA		2,655
Receive	FTSE EPRA/NAREIT Developed Real Estate index		18		0.49	%		55		12/17/12	JPMorgan Chase Bank, NA		2,172
Receive	FTSE EPRA/NAREIT Developed Real Estate index		38		0.49	%		115		12/17/12	JPMorgan Chase Bank, NA		4,586
Receive	FTSE EPRA/NAREIT Developed Real Estate index		23		0.49	%		70		12/17/12	JPMorgan Chase Bank, NA		2,776
Receive	FTSE EPRA/NAREIT Developed Real Estate index		42		0.56	%		127		3/15/13	JPMorgan Chase Bank, NA		5,066
Receive	FTSE EPRA/NAREIT Developed Real Estate index		89		0.56	%		270		3/15/13	JPMorgan Chase Bank, NA		10,735
Receive	FTSE EPRA/NAREIT Developed Real Estate index		38		0.56	%		115		3/15/13	JPMorgan Chase Bank, NA		4,584
Receive	FTSE EPRA/NAREIT Developed Real Estate index		48		0.56	%		146		3/15/13	JPMorgan Chase Bank, NA		5,790

20

AllianceBernstein Variable Products Series Fund

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate index		21		0.56	%	$	64		3/15/13	JPMorgan Chase Bank, NA	$	2,533
Receive	FTSE EPRA/NAREIT Developed Real Estate index		32		0.58	%		97		4/15/13	JPMorgan Chase Bank, NA		3,859
Receive	FTSE EPRA/NAREIT Developed Real Estate index		70		0.58	%		212		4/15/13	JPMorgan Chase Bank, NA		8,442
Receive	FTSE EPRA/NAREIT Developed Real Estate index		69		0.58	%		209		4/15/13	JPMorgan Chase Bank, NA		8,322
Receive	FTSE EPRA/NAREIT Developed Real Estate index		12		0.58	%		36		4/15/13	JPMorgan Chase Bank, NA		1,447
Receive	FTSE EPRA/NAREIT Developed Real Estate index		56		0.58	%		170		4/15/13	JPMorgan Chase Bank, NA		6,754
Receive	FTSE EPRA/NAREIT Developed Real Estate index		72		0.58	%		218		4/15/13	JPMorgan Chase Bank, NA		8,683
Receive	FTSE EPRA/NAREIT Developed Real Estate index		19		0.47	%		58		6/17/13	JPMorgan Chase Bank, NA		2,294
Receive	Russell 2000 Total Return index		30		0.24	%		105		3/15/13	JPMorgan Chase Bank, NA		3,817
Receive	FTSE EPRA/NAREIT Developed Real Estate index		19		0.24	%		58		4/15/13	Morgan Stanley Capital Services Inc.		2,298
Receive	FTSE EPRA/NAREIT Developed Real Estate index		33		0.44	%		100		10/15/12	UBS AG		3,985
Receive	FTSE EPRA/NAREIT Developed Real Estate index		233		0.44	%		707		5/15/13	UBS AG		28,133

21

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

Receive/Pay Total Return on Reference Index	Index	# of Shares or Units		Rate Paid by the Fund			Notional Amount (000)		Maturity Date		Counterparty	Unrealized Appreciation/ (Depreciation)
Receive	FTSE EPRA/NAREIT Developed Real Estate index		19		0.47	%	$	58		6/17/13	UBS AG	$	2,265
Receive	Russell 2000 Total Return index		476		0.24	%		1,672		2/15/13	UBS AG		60,652
Receive	Russell 2000 Total Return index		11		0.24	%		39		2/15/13	UBS AG		1,400
												$	222,112

(a) Non-income producing security.

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

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

Glossary:

EPRA—European Public Real Estate Association

FDR—Fiduciary Depositary Receipt

FTSE—Financial Times Stock Exchange

NAREIT—National Association of Real Estate Investment Trust

REG—Registered Shares

REIT—Real Estate Investment Trust

See notes to financial statements.

22

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $97,633,320)	$	100,510,848	(a)
Affiliated issuers (cost $59,045,205—including investment of cash collateral for securities loaned of $132,702)		59,045,205
Cash		928,929	(b)
Foreign currencies, at value (cost $28,302)		28,302
Receivable for investment securities sold		5,089,781
Receivable for capital stock sold		970,782
Unrealized appreciation on total return swap contracts		222,112
Interest and dividends receivable		213,572
Receivable for variation margin on futures contracts		211,495
Unrealized appreciation of forward currency exchange contracts		115,492
Total assets		167,336,518
LIABILITIES
Payable for investment securities purchased		21,265,621
Unrealized depreciation of forward currency exchange contracts		291,766
Payable for collateral received on securities loaned		132,702
Advisory fee payable		41,752
Distribution fee payable		28,766
Administrative fee payable		14,817
Payable for capital stock redeemed		7,468
Transfer Agent fee payable		121
Accrued expenses		87,339
Total liabilities		21,870,352
NET ASSETS	$	145,466,166
COMPOSITION OF NET ASSETS
Capital stock, at par	$	14,565
Additional paid-in capital		144,875,650
Accumulated net investment loss		(168,145	)
Accumulated net realized loss on investment and foreign currency transactions		(2,519,119	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		3,263,215
	$	145,466,166

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	10,255		1,024	$	10.01
B	$	145,455,911		14,564,447	$	9.99

(a) Includes securities on loan with a value of $132,177 (see Note E).

(b) An amount of $928,929 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2012.

See notes to financial statements.

23

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $51)	$	158,585
Affiliated issuers		26,817
Interest		165,456
Securities lending income		2,018
		352,876
EXPENSES
Advisory fee (see Note B)		339,862
Distribution fee—Class B		117,714
Transfer agency—Class A		108
Transfer agency—Class B		1,230
Custodian		129,351
Administrative		29,169
Audit		28,279
Legal		21,588
Printing		16,026
Amortization of offering expenses		15,135
Directors’ fees		1,963
Miscellaneous		2,994
Total expenses		703,419
Less: expenses waived and reimbursed by the Adviser (see Note B)		(173,016	)
Net expenses		530,403
Net investment loss		(177,527	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(149,229	)
Futures contracts		(1,378,103	)
Swap contracts		278,354
Foreign currency transactions		(691,777	)
Net change in unrealized appreciation/depreciation of:
Investments		2,773,553
Futures contracts		234,925
Swap contracts		126,179
Foreign currency denominated assets and liabilities		(245,291	)
Net gain on investment and foreign currency transactions		948,611
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	771,084

See notes to financial statements.

24

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

	Six Months Ended June 30, 2012 (unaudited)			April 1, 2011(a) to December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	(177,527	)	$	166,149
Net realized loss on investment and foreign currency transactions		(1,940,755	)		(744,166	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		2,889,366			373,849
Net increase (decrease) in net assets from operations		771,084			(204,168	)
CAPITAL STOCK TRANSACTIONS
Net increase		83,265,903			61,633,347
Total increase		84,036,987			61,429,179
NET ASSETS
Beginning of period		61,429,179			–0	–
End of period (including accumulated net investment loss of ($168,145) and undistributed net investment income of $9,382, respectively)	$	145,466,166		$	61,429,179

(a) Commencement of operations.

See notes to financial statements.

25

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio commenced operations on April 1, 2011. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investments in money market funds are valued at their net asset value each day.

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

2. Fair Value Measurements

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

26

AllianceBernstein Variable Products Series Fund

fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	4,445,851		$	5,629,762		$	–0	–	$	10,075,613
Information Technology		5,848,311			1,126,800			–0	–		6,975,111
Consumer Staples		3,402,446			2,976,568			–0	–		6,379,014
Industrials		3,155,194			3,145,148			–0	–		6,300,342
Health Care		3,562,959			2,479,517			–0	–		6,042,476
Consumer Discretionary		3,322,279			2,633,193			–0	–		5,955,472
Energy		3,203,881			2,138,922			–0	–		5,342,803
Materials		1,070,896			2,418,802			–0	–		3,489,698
Telecommunication Services		942,355			1,458,769			–0	–		2,401,124
Utilities		1,063,495			1,100,188			–0	–		2,163,683
Governments—Treasuries		–0	–		39,344,274			–0	–		39,344,274
Investment Companies		6,041,239	^		–0	–		–0	–		6,041,239
Short-Term Investments		58,912,503			–0	–		–0	–		58,912,503
Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund		132,702			–0	–		–0	–		132,702
Total Investments in Securities		95,104,111			64,451,943	+		–0	–		159,556,054
Other Financial Instruments*:
Assets:
Futures Contracts		371,584			–0	–		–0	–		371,584	#
Forward Currency Exchange Contracts		–0	–		115,492			–0	–		115,492
Total Return Swap Contracts		–0	–		222,112			–0	–		222,112
Liabilities:
Futures Contracts		(44,001	)		–0	–		–0	–		(44,001	)#
Forward Currency Exchange Contracts		–0	–		(291,766	)		–0	–		(291,766	)
Total	$	95,431,694		$	64,497,781		$	–0	–	$	159,929,475

^ An amount of $2,986,494 was transferred out of Level 2 into Level 1 due to increase in observable inputs.

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

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

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

27

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. 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 $82,202 were deferred and amortized on a straight line basis over a one year period starting from April 1, 2011 (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 .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). Under the agreement, fees waived and expenses borne by the Adviser are subject to repayment by the Fund until April 1, 2014. No repayment will be made that would cause the Portfolio’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of

28

AllianceBernstein Variable Products Series Fund

offering expenses as recorded by the Portfolio on or before April 1, 2012. The Expense Caps extend through May 1, 2013 and then may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2012, the amount of such fees waived was $173,016, which is subject to repayment, not to exceed the amount of offering expenses.

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, 2012, such fee amounted to $29,169.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

The Portfolio may invest in the AllianceBernstein Fixed-Income Shares, Inc.—Government STIF Portfolio (“Government STIF Portfolio”), an open-end management investment company managed by the Adviser. The Government STIF Portfolio is offered as a cash management option to mutual funds and other institutional accounts of the Adviser, and is not available for direct purchase by members of the public. The Government STIF Portfolio pays no investment management fees but does bear its own expenses. A summary of the Portfolio’s transactions in shares of the Government STIF Portfolio for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$	27,832	$	73,137	$	42,056	$	58,913	$	26

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $24,248, 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 of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

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

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, 2012 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	52,578,986	$	14,200,190
U.S. government securities		21,934,408		–0	–

29

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

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

Gross unrealized appreciation	$	3,273,150
Gross unrealized depreciation		(395,622	)
Net unrealized appreciation	$	2,877,528

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 Contracts

The Portfolio may buy or sell futures contracts 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 contracts 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 contracts for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

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

Use of long futures contracts 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 contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2012, the Portfolio held futures contracts 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

30

AllianceBernstein Variable Products Series Fund

meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

During the six months ended June 30, 2012, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2012, the Portfolio had no transactions in written options.

During the six months ended June 30, 2012, the Portfolio held purchased options for hedging purposes.

• Swap Agreements

The Portfolio may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets and currencies. The Portfolio may also enter into swaps for non-hedging purposes as a means of gaining market exposures, 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 swap agreements 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 agreement.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. 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 contract 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

31

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

Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts 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 swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

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, 2012, the Portfolio held total return swap contracts for non-hedging purposes.

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $239,115. If a trigger event had occurred at June 30, 2012, for those derivatives in a net liability position, an amount of $239,115 would be required to be posted by the Portfolio.

At June 30, 2012, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	115,492		Unrealized depreciation of forward currency exchange contracts	$	291,766
Equity contracts	Receivable/Payable for variation margin on futures contracts		342,155	*
Interest rate contracts					Receivable/Payable for variation margin on futures contracts		14,572	*
Equity contracts	Unrealized appreciation on total return swap agreements		222,112
Total		$	679,759			$	306,338

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

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AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

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	$	(375,473	)	$	(257,557	)
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(1,443,967	)		283,417
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		65,864			(48,492	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(69,607	)		63,044
Equity contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		278,354			126,179
Total		$	(1,544,829	)	$	166,591

For the six months ended June 30, 2012, the average monthly principal amount of foreign currency exchange contracts was $21,932,742, the average monthly original value of futures contracts was $25,111,543 and the average monthly notional amount of total return swap contracts was $5,989,257. For three months of the period, the average monthly cost of purchased options contracts was $58,088.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights.

33

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

The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $132,177 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $132,702. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $2,018 and $1,249 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$	1,949	$	6,720	$	8,536	$	133	$	1

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2012 (unaudited)			April 1, 2011(a) to December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			April 1, 2011(a) to December 31, 2011
Class A
Shares sold		25			999,000		$	244		$	9,990,000
Shares redeemed		(998,001	)		–0	–		(10,218,296	)		–0	–
Net increase (decrease)		(997,976	)		999,000		$	(10,218,052	)	$	9,990,000
Class B
Shares sold		9,862,048			5,407,777		$	99,527,885		$	52,617,421
Shares redeemed		(604,678	)		(100,700	)		(6,043,930	)		(974,074	)
Net increase		9,257,370			5,307,077		$	93,483,955		$	51,643,347

(a) Commencement of operations.

NOTE G: Risks Involved in Investing in the Portfolio

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

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

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other

34

AllianceBernstein Variable Products Series Fund

currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Components of Accumulated Earnings/(Deficit)

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	290,543
Accumulated capital and other losses		(175	)(a)
Unrealized appreciation/(depreciation)		(470,637	)(b)
Total accumulated earnings/(deficit)	$	(180,269	)(c)

(a) As of December 31, 2011, the cumulative deferred loss on straddles was $175.

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

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2011, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

35

DYNAMIC ASSET ALLOCATION PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			April 1, 2011(a) to December 31, 2011
Net asset value, beginning of period		$9.75			$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)		(.01	)		.03
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.27			(.28	)
Net increase (decrease) in net asset value from operations		.26			(.25	)
Net asset value, end of period		$10.01			$9.75
Total Return
Total investment return based on net asset value (d)		2.67	%		(2.50	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$10			$9,742
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)		.85	%		.85	%
Expenses, before waivers/reimbursements (e)		1.22	%		2.53	%
Net investment income (loss) (c)(e)		(.14	)%		.36	%
Portfolio turnover rate		25	%		68	%

See footnote summary on page 37.

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AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			April 1, 2011(a) to December 31, 2011
Net asset value, beginning of period		$9.74			$10.00
Income From Investment Operations
Net investment income (loss) (b)(c)		(.02	)		.06
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.27			(.32	)
Net increase (decrease) in net asset value from operations		.25			(.26	)
Net asset value, end of period		$9.99			$9.74
Total Return
Total investment return based on net asset value (d)		2.57	%		(2.60	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$145,456			$51,687
Ratio to average net assets of:
Expenses, net of waivers/reimbursements (e)		1.10	%		1.10	%
Expenses, before waivers/reimbursements (e)		1.46	%		2.45	%
Net investment income (loss) (c)(e)		(.37	)%		1.02	%
Portfolio turnover rate		25	%		68	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

(e) Annualized.

See notes to financial statements.

37

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”), with respect to AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”).²

The Portfolio’s investment objective is to maximize total return consistent with the Adviser’s determination of reasonable risk. The Portfolio is designed as a balanced fund, seeking exposure to a blend of asset classes. The Portfolio’s neutral asset allocation will be a blend of 60% equity and 40% fixed-income exposure. Within these larger allocation bands, the Portfolio will have the ability to invest in a wide variety of securities, including U.S., non-U.S. and emerging market equity and fixed-income securities, commodities, real estate-related securities and inflation securities.

The Portfolio will have the ability to invest without limit in derivative instruments, such as futures, forwards, options and swaps. The Portfolio may use derivatives and physical securities in different combinations to achieve exposure in the most efficient way.

Through the use of derivatives, the Portfolio will be able to respond to market volatility by altering its risk profile and deviate from its target asset allocation without necessarily altering its physical securities asset mix. When the Adviser determines the equity volatility is low and the equity markets present reasonable return opportunities, the Adviser may increase the Portfolio’s equity exposure by entering into equity index futures or swap agreements. This equity exposure is expected to not exceed 80%. Conversely, during periods of severe equity market volatility, when the Adviser determines that the risks in the equity markets are disproportional to the potential returns offered, the Adviser expects to use derivatives to reduce the Portfolio’s overall equity exposure. In this extreme risk-averse exposure, the Portfolio could reduce its equity exposure to 0% and increase its fixed-income exposure to 100%.

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 September 1, 2004 Assurance of Discontinuance (“AoD”) 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. The first factor is an additional factor required to be considered by the AoD. The Supreme Court recently held the Gartenberg decision was correct in its basic formulation of what Section 36(b) of the 40 Act 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

1 It should be noted that the Senior Officer’s fee evaluation was completed on January 21, 2011 and discussed with the Board of Directors on February 1-3. 2011.

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.

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AllianceBernstein Variable Products Series Fund

product of arms length bargaining.” Jones v. Harris Associates L.P., (No. 08-586), 130 U.S. 1418 (1210). 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 arms-length bargaining as the benchmark for reviewing challenged fees.”

PORTFOLIO ADVISORY FEES, EXPENSE REIMBURSEMENTS & RATIOS

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

Portfolio	Advisory Fee
Dynamic Asset Allocation Portfolio	0.70% of Average Daily Net Assets

As shown above, the advisory fee schedule of the Portfolio has no breakpoint. The Portfolio would fall in the Specialty Category, which has a fee beginning at 0.75% but is subject to breakpoints.³

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

The Adviser proposed to set expense caps set forth below for an initial period. The Expense Limitation Undertaking will terminate three years after the Portfolio commences operations. During the period between the initial period and the termination of the agreements, the Adviser may be able to recoup all or a portion of the Portfolio’s operating expenses,⁴ which will be paid initially by the Adviser. If at any time, after the expiration of the initial period, the Portfolio’s expenses fall below the expense cap, the Adviser will be able to recoup offering costs previously paid by it to the extent that the reimbursement does not cause the expense ratios of the Portfolio’s share classes to exceed the expense caps. The Adviser’s ability to recoup offering expenses will terminate with the agreement, three years following the commencement of operations. After the initial period, the Adviser or the Portfolio may terminate the agreement on sixty days’ notice.

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Estimated Gross Expense Ratio	Fiscal Year End
Dynamic Asset Allocation Portfolio	Class A    0.85% Class B    1.10%	1.15% 1.40%	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 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 accounts 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 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

3 The NYAG related fee schedule, implemented in January 2004 in connection with the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplate eight categories of funds with almost all funds in each category having the same advisory fee schedule. The advisory fee schedule for the Specialty Category is as follows: 0.75% on the first $2.5 billion, 0.65% on the next $2.5 billion, and 0.60% on the balance.

4 Offering expenses consist principally of the legal, accounting and federal and states securities registration fees paid by the Portfolio.

39

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

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 arguably 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 similar investment styles as the Portfolio.⁵ The Adviser is in the process of launching a new service for institutional clients that will provide for a similar investment style as the anticipated Portfolio. The advisory fee schedule contemplated for the institutional account is set forth in the table below.

Portfolio	Initial Estimated Net Assets ($MIL)			AllianceBernstein (“AB”) Institutional (“Inst.”) Fee Schedule	Effective AB Inst. Adv. Fee (%)		Portfolio Adv. Fee (%)
Dynamic Asset Allocation Portfolio	$	100.0	��	Dynamic Asset Allocation Strategy 0.50% on first $500 million 0.40% on the balance Minimum: $    million		0.500		0.700

The Adviser manages other investment companies that have a somewhat similar investment strategy as the Portfolio. The Portfolio’s neutral asset allocation is the same as another series of the Fund, Balanced Wealth Strategy Portfolio, and the retail mutual fund, The AllianceBernstein Portfolios—Balanced Wealth Strategy (“TAP—Balanced Wealth Strategy”). The advisory fee schedules of Balanced Wealth Strategy Portfolio and TAP—Balanced Wealth Strategy are set forth in the table below:⁶

Portfolio	ABMF/AVPS Fund	Fee Schedule	ABMF/AVPS Effective Fee (%)		Portfolio Advisory Fee (%)
Dynamic Asset Allocation Portfolio	TAP—Balanced Wealth Strategy	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550		0.700
	AVPS—Balanced Wealth Strategy Portfolio	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550		0.700

The Adviser manages the Sanford C. Bernstein Fund, Inc. Overlay Portfolios (the “Overlay Portfolios”). The Overlay Portfolios are designed to reduce portfolio volatility, reduce the probability of large losses and maintain returns of Private Client portfolios over time. Unlike the 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 schedule of the Overlay Portfolios is set

5 It should be noted that 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 Both funds were affected by Adviser’s settlement with the NYAG.

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.

40

AllianceBernstein Variable Products Series Fund

forth in the table below. Also shown are what would have been the effective advisory fees of the Portfolio had the advisory fee schedules of the Overlay Portfolios been applicable to the Portfolio based on the initial estimate of the Portfolio’s net assets at $100 million:

Portfolio	Overlay Portfolio	Advisory Fee Based on % of Average Daily Net Assets8			Overlay Portfolios Effective Fee (%)		Portfolio Advisory Fee (%)
Dynamic Asset Allocation Portfolio	Overlay A Portfolio Tax-Aware Overlay A Portfolio		0.90	%		0.900		0.700
	Overlay B Portfolio Tax-Aware Overlay B Portfolio Tax-Aware Overlay C Portfolio Tax-Aware Overlay N Portfolio		0.65	%		0.650		0.700

The Adviser also manages AllianceBernstein Volatility Management Pooling Portfolio (“Volatility Portfolio”). Unlike the Portfolio, Volatility Portfolio is not designed as a stand-alone portfolio. Volatility Portfolio is utilized in conjunction with other asset class-pure Pooling Portfolios to reduce the overall portfolio volatility and mitigate the effects of extreme market environments without sacrificing long-term returns for the AllianceBernstein Blended Style Series, Inc.—Retirement Strategies (“Retirement Strategies”). The Adviser is not directly paid an advisory fee by Volatility Portfolio.⁹ The Adviser is directly compensated by the Retirement Strategies for managing its portfolios invested in Volatility Portfolio as well as other Pooling Portfolios.

The Adviser recently agreed to provide a sub-advisory service with a similar investment strategy to an investment company managed by another fund family. The fee schedule contemplated for the sub-advised fund is set forth in the table below.

Portfolio	Sub-advised Fund	Sub-advised Fund Fee Schedule
Dynamic Asset Allocation Portfolio	Client # 1	AB Sub-Advisory Fee Schedule: 0.40% on first $100 million 0.35% on next $100 million 0.30% 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.

While it appears that the sub-advisory relationship will be paying a lower fee than the investment companies managed by the Adviser, it is difficult to evaluate the relevance of such fee due to the differences in terms of the services provided, risks involved and other competitive factors between the investment companies 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 provided all the services, not just investment services, 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 by other investment advisers.¹⁰ Lipper’s analysis

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

9 Although Volatility Portfolio does not directly pay the Adviser an advisory fee for providing investment advisory services, Volatility Portfolio does reimburse the Adviser the cost for providing administrative and accounting services.

10 In considering this section, it should be noted that 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 arms length.” Jones v. Harris at 1429.

41

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

included the Portfolio’s ranking with respect to the contractual management fee relative to the median of the Portfolio’s Lipper Expense Group (“EG”)¹¹ at the approximate current asset level of the subject Portfolio.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, and 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 with or without a 12b-1/non-12b-1 service fee. Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”)¹³ was also expanded to include the universes of those peers with or without a 12b-1/non-12b-1 service fee.

Portfolio	Contractual Management Fee14		Lipper Exp. Group Median		Rank
Dynamic Asset Allocation Portfolio		0.700		0.695		5/8

Set forth below is a comparison of the Portfolio’s anticipated total expense ratio excluding 12b-1/non-12b-1 service fee, and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio, excluding 12b-1/non-12b-1 service fee, rankings are also shown.

Portfolio	Exp. Ratio ex-12b-1 Fee (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Dynamic Asset Allocation Portfolio		0.850		0.796		6/8		0.790		9/12

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

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

The Adviser will utilize 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 to be 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.

11 It should be noted that 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” means that the Portfolio has 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. Due to a limited number of comparable peers available, at the request of the Senior Officer and the Adviser, Lipper allowed for the inclusion of a second peer managed by the same investment adviser in the Portfolio’s EG.

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

15 The total expense ratio excluding 12b-1/non 12b-1 service fee shown are for the Portfolio’s Class A shares.

42

AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates will 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 they should be factored into the evaluation of the total relationship between the Portfolios 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 will provide transfer agent and distribution related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and brokerage commissions.

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 it 0.25%.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares.

Financial intermediaries, such as insurers, will market and sell shares of the Portfolio and will normally receive compensation from ABI, the Advisers 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, 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 will be AllianceBernstein Investor Services, Inc. (“ABIS”).¹⁶ During the fiscal year ended December 31, 2009, ABIS was paid a fee of $18,000 by the existing Portfolios of the Fund.¹⁷

The Portfolio may effect in the future brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and pay commissions for such transactions. The Adviser has 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 comparable 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 fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems, can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms have made such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two

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

17 ABIS receives an annual fee of $18,000 from the Fund, which is allocated equally among the Fund’s Portfolios.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

19 The Deli study was originally published in 2002 based on 1997 data.

20 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 arms length. See Jones V. Harris at 1429.

43

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

dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ 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 assets under management (“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 fund size and the large asset manager’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 December 31, 2010, 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.

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. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: March 4, 2011

21 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.

44

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,085.80	$	5.55		1.07	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.54	$	5.37		1.07	%
Class B
Actual	$	1,000	$	1,084.30	$	6.84		1.32	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.30	$	6.62		1.32	%

*Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	6,978,800		9.1	%
Google, Inc.–Class A		2,570,870		3.4
Philip Morris International, Inc.		2,369,109		3.1
Oracle Corp.		2,249,478		2.9
QUALCOMM, Inc.		2,125,862		2.8
Schlumberger Ltd.		1,691,230		2.2
Emerson Electric Co.		1,600,489		2.1
Altria Group, Inc.		1,571,334		2.1
Intuit, Inc.		1,540,726		2.0
Danaher Corp.		1,519,174		2.0
	$	24,217,072		31.7	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	24,695,345		32.0	%
Health Care		11,448,424		14.8
Consumer Discretionary		10,507,508		13.6
Industrials		8,703,261		11.3
Energy		8,186,020		10.6
Consumer Staples		7,207,270		9.3
Financials		3,225,235		4.2
Short-Term Investments		3,288,704		4.2
Total Investments	$	77,261,767		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 Fund’s prospectus.

2

GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–96.8%
INFORMATION TECHNOLOGY–32.3%
COMMUNICATIONS EQUIPMENT–3.6%
Cisco Systems, Inc.		37,570	$	645,077
QUALCOMM, Inc.		38,180		2,125,862
				2,770,939	��
COMPUTERS & PERIPHERALS–9.1%
Apple, Inc.(a)		11,950		6,978,800
INTERNET SOFTWARE & SERVICES–4.2%
Facebook, Inc.(a) (b)		18,858		586,861
Google, Inc.–Class A(a)		4,432		2,570,870
				3,157,731
IT SERVICES–2.8%
Cognizant Technology Solutions Corp.–Class A(a)		19,800		1,188,000
Visa, Inc.–Class A		7,860		971,732
				2,159,732
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.3%
ARM Holdings PLC (Sponsored ADR)		13,110		311,887
Broadcom Corp.–Class A(a)		22,760		769,288
Lam Research Corp.(a)		9,670		364,946
LSI Corp.(a)		49,860		317,608
Marvell Technology Group Ltd.		43,750		493,500
Xilinx, Inc.		30,380		1,019,857
				3,277,086
SOFTWARE–8.3%
Informatica Corp.(a)		16,470		697,669
Intuit, Inc.		25,960		1,540,726
Oracle Corp.		75,740		2,249,478
Red Hat, Inc.(a)		14,050		793,544
TIBCO Software, Inc.(a)		35,750		1,069,640
				6,351,057
				24,695,345
HEALTH CARE–15.0%
BIOTECHNOLOGY–3.0%
Biogen Idec, Inc.(a)		6,750		974,565
Gilead Sciences, Inc.(a)		21,420		1,098,417
Synageva BioPharma Corp.(a) (b)		6,010		243,766
				2,316,748
HEALTH CARE EQUIPMENT & SUPPLIES–5.0%
Covidien PLC		14,120		755,420
HeartWare International, Inc.(a) (b)		7,970		707,736
IDEXX Laboratories, Inc.(a)		5,630		541,212
Stryker Corp.		21,800		1,201,180
Volcano Corp.(a)		20,750		594,487
				3,800,035

Company	Shares		U.S. $ Value
HEALTH CARE PROVIDERS & SERVICES–4.3%
Humana, Inc.		4,790	$	370,938
McKesson Corp.		13,960		1,308,750
Mednax, Inc.(a)		6,800		466,072
UnitedHealth Group, Inc.		19,080		1,116,180
				3,261,940
PHARMACEUTICALS–2.7%
Allergan, Inc./United States		11,400		1,055,298
Watson Pharmaceuticals, Inc.(a)		13,710		1,014,403
				2,069,701
				11,448,424
CONSUMER DISCRETIONARY–13.8%
AUTOMOBILES–0.7%
Harley-Davidson, Inc.		11,470		524,523
HOTELS, RESTAURANTS & LEISURE–3.6%
Las Vegas Sands Corp.		6,790		295,297
Marriott Vacations Worldwide Corp.(a)		11,580		358,748
McDonald’s Corp.		14,305		1,266,422
Starbucks Corp.		7,220		384,971
Starwood Hotels & Resorts Worldwide, Inc.		8,980		476,299
				2,781,737
INTERNET & CATALOG RETAIL–2.9%
Amazon.com, Inc.(a)		4,800		1,096,080
HSN, Inc.		7,470		301,415
priceline.com, Inc.(a)		1,235		820,682
				2,218,177
MEDIA–1.6%
CBS Corp.–Class B		19,380		635,276
Walt Disney Co. (The)		11,380		551,930
				1,187,206
MULTILINE RETAIL–0.5%
Family Dollar Stores, Inc.		5,370		356,998
SPECIALTY RETAIL–2.0%
Bed Bath & Beyond, Inc.(a)		7,020		433,836
GNC Holdings, Inc.		10,230		401,016
Home Depot, Inc. (The)		12,480		661,315
				1,496,167
TEXTILES, APPAREL & LUXURY GOODS–2.5%
Coach, Inc.		15,345		897,375
NIKE, Inc.–Class B		2,870		251,929
PVH Corp.		6,528		507,813
VF Corp.		2,140		285,583
				1,942,700
				10,507,508

3

GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–11.4%
AEROSPACE & DEFENSE–2.9%
Boeing Co. (The)		18,200	$	1,352,260
Precision Castparts Corp.		5,040		829,030
				2,181,290
AIR FREIGHT & LOGISTICS–1.0%
FedEx Corp.		8,670		794,259
ELECTRICAL EQUIPMENT–2.8%
AMETEK, Inc.		11,260		561,986
Emerson Electric Co.		34,360		1,600,489
				2,162,475
INDUSTRIAL CONGLOMERATES–2.0%
Danaher Corp.		29,170		1,519,174
MACHINERY–2.7%
Dover Corp.		14,940		800,933
Gardner Denver, Inc.		5,150		272,486
Joy Global, Inc.		9,800		555,954
Parker Hannifin Corp.		5,420		416,690
				2,046,063
				8,703,261
ENERGY–10.7%
ENERGY EQUIPMENT & SERVICES–5.1%
Halliburton Co.		20,640		585,970
National Oilwell Varco, Inc.		15,185		978,521
Schlumberger Ltd.		26,055		1,691,230
Technip SA		6,145		640,407
				3,896,128
OIL, GAS & CONSUMABLE FUELS–5.6%
Anadarko Petroleum Corp.		8,260		546,812
Concho Resources, Inc.(a)		7,340		624,781
EOG Resources, Inc.		10,375		934,891
Noble Energy, Inc.		11,105		941,926
Occidental Petroleum Corp.		7,080		607,252
Pioneer Natural Resources Co.		7,190		634,230
				4,289,892
				8,186,020
CONSUMER STAPLES–9.4%
BEVERAGES–1.5%
Coca-Cola Enterprises, Inc.		12,190		341,808
PepsiCo, Inc.		11,960		845,093
				1,186,901
FOOD & STAPLES RETAILING–1.5%
CVS Caremark Corp.		24,030		1,122,922
FOOD PRODUCTS–1.2%
Kraft Foods, Inc.–Class A		24,780		957,004
TOBACCO–5.2%
Altria Group, Inc.		45,480		1,571,334

Company	Shares		U.S. $ Value
Philip Morris International, Inc.		27,150	$	2,369,109
				3,940,443
				7,207,270
FINANCIALS–4.2%
CAPITAL MARKETS–1.5%
Affiliated Managers Group, Inc.(a)		5,230		572,423
Goldman Sachs Group, Inc. (The)		5,720		548,319
				1,120,742
COMMERCIAL BANKS–0.8%
Wells Fargo & Co.		19,500		652,080
DIVERSIFIED FINANCIAL SERVICES–1.5%
IntercontinentalExchange, Inc.(a)		6,220		845,796
JPMorgan Chase & Co.		8,240		294,415
				1,140,211
INSURANCE–0.4%
MetLife, Inc.		10,120		312,202
				3,225,235
Total Common Stocks (cost $63,559,797)				73,973,063
	Principal Amount (000)
SHORT-TERM INVESTMENTS–4.3%
TIME DEPOSIT–4.3%
State Street Time Deposit 0.01%, 7/02/12 (cost $3,288,704)	$	3,289		3,288,704
Total Investments Before Security Lending Collateral for Securities Loaned–101.1% (cost $66,848,501)				77,261,767
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–2.0%
INVESTMENT COMPANIES–2.0%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $1,551,716)		1,551,716		1,551,716
TOTAL INVESTMENTS–103.1% (cost $68,400,217)				78,813,483
Other assets less liabilities–(3.1)%				(2,370,491	)
NET ASSETS–100.0%			$	76,442,992

4

AllianceBernstein Variable Products Series Fund

(a) Non-income producing security.

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

(c) 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

GROWTH PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $66,848,501)	$	77,261,767	(a)
Affiliated issuers (cost $1,551,716—including investment of cash collateral for securities loaned of $1,551,716)		1,551,716
Foreign currencies, at value (cost $15,918)		15,873
Receivable for investment securities sold		402,554
Dividends and interest receivable		86,249
Receivable for capital stock sold		474
Total assets		79,318,633
LIABILITIES
Payable for collateral received on securities loaned		1,551,716
Payable for investment securities purchased		1,123,010
Payable for capital stock redeemed		63,643
Advisory fee payable		47,806
Administrative fee payable		17,958
Distribution fee payable		10,301
Transfer Agent fee payable		157
Accrued expenses		61,050
Total liabilities		2,875,641
NET ASSETS	$	76,442,992
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,520
Additional paid-in capital		77,774,273
Undistributed net investment income		28,485
Accumulated net realized loss on investment and foreign currency transactions		(11,776,501	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		10,413,215
	$	76,442,992

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	27,014,436		1,219,661	$	22.15
B	$	49,428,556		2,300,807	$	21.48

(a) Includes securities on loan with a value of $1,538,363 (see Note E).

See notes to financial statements.

6

GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $4,209)	$	494,896
Affiliated issuers		948
Interest		57
Securities lending income		10,668
		506,569
EXPENSES
Advisory fee (see Note B)		307,640
Distribution fee—Class B		65,516
Transfer agency—Class A		718
Transfer agency—Class B		1,279
Custodian		46,889
Administrative		28,729
Audit		18,509
Printing		16,534
Legal		15,480
Directors’ fees		1,946
Miscellaneous		2,196
Total expenses		505,436
Net investment income		1,133
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		5,716,277
Foreign currency transactions		(3,632	)
Net change in unrealized appreciation/depreciation of:
Investments		1,292,995
Foreign currency denominated assets and liabilities		392
Net gain on investment and foreign currency transactions		7,006,032
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	7,007,165

See notes to financial statements.

7

GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,133		$	9,993
Net realized gain on investment and foreign currency transactions		5,712,645			12,800,737
Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		1,293,387			(11,500,462	)
Net increase in net assets from operations		7,007,165			1,310,268
CAPITAL STOCK TRANSACTIONS
Net decrease		(12,511,052	)		(17,886,322	)
Total decrease		(5,503,887	)		(16,576,054	)
NET ASSETS
Beginning of period		81,946,879			98,522,933
End of period (including undistributed net investment income of $28,485 and $27,352, respectively)	$	76,442,992		$	81,946,879

See notes to financial statements.

8

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

2. Fair Value Measurements

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

9

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

date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Information Technology

$

24,695,345

$

–0

–

$

–0

–

$

24,695,345

Health Care

11,448,424

–0

–

–0

–

11,448,424

Consumer Discretionary

10,507,508

–0

–

–0

–

10,507,508

Industrials

8,703,261

–0

–

–0

–

8,703,261

Energy

7,545,613

640,407

–0

–

8,186,020

Consumer Staples

7,207,270

–0

–

–0

–

7,207,270

Financials

3,225,235

–0

–

–0

–

3,225,235

Short-Term Investments

–0

–

3,288,704

–0

–

3,288,704

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

1,551,716

–0

–

–0

–

1,551,716

Total Investments in Securities

74,884,372

3,929,111

–0

–

78,813,483

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

74,884,372

$

3,929,111

$

–0

–

$

78,813,483

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

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,

10

AllianceBernstein Variable Products Series Fund

no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. 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, 2012, such fee amounted to $28,729.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $44,745, of which $145 and $90, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

11

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	36,357,032		$	50,637,567
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	12,716,121
Gross unrealized depreciation		(2,302,855	)
Net unrealized appreciation	$	10,413,266

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, 2012.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $1,538,363 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $1,551,716. The cash collateral will be

12

AllianceBernstein Variable Products Series Fund

adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $10,668 and $948 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31,  2011 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$257	$	7,750	$	6,455	$	1,552	$	1

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		4,249			24,930		$	95,629		$	521,620
Shares redeemed		(295,871	)		(359,545	)		(6,554,503	)		(7,440,420	)
Net decrease		(291,622	)		(334,615	)	$	(6,458,874	)	$	(6,918,800	)
Class B
Shares sold		29,640			79,531		$	646,269		$	1,614,288
Shares redeemed		(308,608	)		(625,551	)		(6,698,447	)		(12,581,810	)
Net decrease		(278,968	)		(546,020	)	$	(6,052,178	)	$	(10,967,522	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in

13

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

connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011			2010
Distributions paid from:
Ordinary income	$	–0	–	$	131,899
Total taxable distributions		–0	–		131,899
Total distributions paid	$	–0	–	$	131,899

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	27,352
Accumulated capital and other losses		(17,074,682	)(a)
Unrealized appreciation/(depreciation)		8,705,365	(b)
Total accumulated earnings/(deficit)	$	(8,341,965	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $17,074,682. During the fiscal year, the Portfolio utilized $12,686,957 of capital loss carryforwards to offset current year net realized gains. The Portfolio also had $2,228,515 of capital loss carryforwards expire during the fiscal year.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

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

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $17,074,682 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  4,526,627	n/a	2016
12,548,055	n/a	2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

14

GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$20.40			$20.15			$17.56			$13.19			$22.91			$20.27
Income From Investment Operations
Net investment income (loss) (a)		.02			.03			.03			.04			(.04	)		(.05	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.73			.22			2.61			4.33			(9.68	)		2.69
Net increase (decrease) in net asset value from operations		1.75			.25			2.64			4.37			(9.72	)		2.64
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.05	)		–0	–		–0	–		–0	–
Net asset value, end of period		$22.15			$20.40			$20.15			$17.56			$13.19			$22.91
Total Return
Total investment return based on net asset value (b)		8.58	%*		1.24	%*		15.06	%*		33.13	%*		(42.43	)%*		13.02	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$27,014			$30,833			$37,198			$37,948			$33,992			$75,834
Ratio to average net assets of:
Expenses		1.07	%(c)		1.00	%		1.00	%(d)		1.06	%		.94	%		.90	%
Net investment income (loss)		.16	%(c)		.17	%		.15	%(d)		.28	%		(.22	)%		(.23	)%
Portfolio turnover rate		45	%		97	%		121	%		197	%		103	%		60	%

See footnote summary on page 16.

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GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$19.81			$19.62			$17.10			$12.88			$22.42			$19.90
Income From Investment Operations
Net investment income (loss) (a)		(.01	)		(.02	)		(.02	)		.01			(.08	)		(.10	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.68			.21			2.55			4.21			(9.46	)		2.62
Net increase (decrease) in net asset value from operations		1.67			.19			2.53			4.22			(9.54	)		2.52
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.01	)		–0	–		–0	–		–0	–
Net asset value, end of period		$21.48			$19.81			$19.62			$17.10			$12.88			$22.42
Total Return
Total investment return based on net asset value (b)		8.43	%*		.97	%*		14.80	%*		32.76	%*		(42.55	)%*		12.66	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$49,429			$51,114			$61,325			$63,368			$53,248			$121,521
Ratio to average net assets of:
Expenses		1.32	%(c)		1.25	%		1.25	%(d)		1.31	%		1.19	%		1.15	%
Net investment income (loss)		(.09	)%(c)		(.08	)%		(.10	)%(d)		.04	%		(.47	)%		(.49	)%
Portfolio turnover rate		45	%		97	%		121	%		197	%		103	%		60	%

(a) Based on average shares outstanding.

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

(c) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2012 and years ended December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.17%, 0.07%, 0.22%, 0.41% and 0.03%, respectively.

16

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

17

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2012 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Growth Index (the “Index”) (the Fund’s benchmark since May 1, 2009), in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2012 and (in the case of comparisons with the Index) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3- and 10-year periods, and in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 5-year period. The Portfolio outperformed the Index in the 10-year and the since inception periods and underperformed the Index in all other periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had underperformed the Lipper VA Large Cap Growth Funds Average and outperformed the Index. The directors also noted that at their February 2009 meetings they had approved a broadening of the number of stocks in the Portfolio’s portfolio and a new benchmark, the Russell 1000 Growth Index. As a result, the directors gave less weight to the Portfolio’s performance prior to 2009. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

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

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

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

18

AllianceBernstein Variable Products Series Fund

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 7 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 concluded that the Portfolio’s total expense ratio was acceptable, although they noted that it was higher than the Expense Group and the Expense Universe medians, and they asked the Adviser to consider measures to reduce it.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Growth	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	86.0	Growth Portfolio

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

3 Jones v. Harris at 1427.

20

AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,677 (0.07% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio			Fiscal Year
Growth Portfolio		Class A    1.00	%		December 31
		Class B    1.25	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

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

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

21

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

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth Portfolio	$86.0	U.S. Research Growth Schedule 80 bp on 1st $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m		0.545	%		0.750	%

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

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

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

Portfolio	ITM Mutual Fund	Fee (%)
Growth Portfolio	AllianceBernstein U.S. Growth Stock Fund A, B- Hedged/Unhedged	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.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.⁸

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

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

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

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

22

AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee9		Lipper Exp. Group Median (%)		Rank
Growth Portfolio		0.750		0.750		4/14

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 EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Growth Portfolio		1.001		0.868		13/14		0.792		76/80

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $142,665 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $544,097 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensa-

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

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

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

23

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

tion in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,311 from the Portfolio.¹²

The Portfolio 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 fee structures,¹³ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁴ study on advisory fees and various fund characteristics.¹⁵ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the

12 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2011.

13 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

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

15 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

AllianceBernstein Variable Products Series Fund

results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 29, 2012.¹⁹

	Fund		PG Median		PU Median		PG Rank		PU Rank
Growth Portfolio
1 year		5.38		5.51		5.03		8/14		45/96
3 year		24.84		26.02		25.31		10/14		52/91
5 year		2.36		3.21		3.63		9/12		74/83
10 year		4.46		5.20		3.97		7/11		26/64

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 29, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth Portfolio		5.38		24.84		2.36		4.46		7.63		17.23		0.23		10
Russell 1000 Growth Index		7.62		27.51		4.54		4.30		7.51		16.34		0.22		10
Inception Date: September 15, 1994

CONCLUSION:

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

Dated: May 25, 2012

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

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

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

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 29, 2012.

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

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GROWTH & INCOME PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,090.90	$	3.12		0.60	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.88	$	3.02		0.60	%
Class B
Actual	$	1,000	$	1,089.60	$	4.42		0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.64	$	4.27		0.85	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Liberty Interactive Corp.	$	31,848,459		3.6	%
UnitedHealth Group, Inc.		28,572,570		3.3
Wells Fargo & Co.		28,185,573		3.2
Exxon Mobil Corp.		25,548,635		2.9
General Electric Co.		25,449,183		2.9
JPMorgan Chase & Co.		23,666,123		2.7
Raytheon Co.		23,558,417		2.7
CVS Caremark Corp.		23,046,161		2.6
Chevron Corp.		22,276,325		2.5
Microsoft Corp.		21,400,458		2.4
	$	253,551,904		28.8	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	157,317,486		17.9	%
Health Care		144,851,913		16.5
Industrials		139,326,901		15.9
Information Technology		132,258,561		15.0
Energy		117,461,897		13.4
Consumer Discretionary		84,630,189		9.6
Consumer Staples		48,181,278		5.5
Materials		29,339,653		3.3
Telecommunication Services		17,140,154		1.9
Utilities		7,112,492		0.8
Short-Term Investments		1,382,716		0.2
Total Investments	$	879,003,240		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 Fund’s prospectus.

2

GROWTH & INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.6%
FINANCIALS–17.9%
CAPITAL MARKETS–3.7%
BlackRock, Inc.–Class A		118,940	$	20,198,391
Goldman Sachs Group, Inc. (The)		125,890		12,067,815
				32,266,206
COMMERCIAL BANKS–4.8%
Fifth Third Bancorp		645,440		8,648,896
PNC Financial Services Group, Inc.		85,530		5,226,738
Wells Fargo & Co.		842,870		28,185,573
				42,061,207
CONSUMER FINANCE–1.0%
Capital One Financial Corp.		158,240		8,649,399
DIVERSIFIED FINANCIAL SERVICES–2.7%
JPMorgan Chase & Co.		662,360		23,666,123
INSURANCE–5.7%
ACE Ltd.		231,140		17,134,408
Hartford Financial Services Group, Inc.		711,550		12,544,626
MetLife, Inc.		420,262		12,965,083
Travelers Cos., Inc. (The)		125,790		8,030,434
				50,674,551
				157,317,486
HEALTH CARE–16.4%
BIOTECHNOLOGY–2.4%
Amgen, Inc.		225,932		16,502,073
Gilead Sciences, Inc.(a)		97,770		5,013,646
				21,515,719
HEALTH CARE EQUIPMENT & SUPPLIES–2.3%
St Jude Medical, Inc.		378,459		15,104,299
Zimmer Holdings, Inc.		79,970		5,146,869
				20,251,168
HEALTH CARE PROVIDERS & SERVICES–6.2%
AmerisourceBergen Corp.–Class A		176,270		6,936,225
Cardinal Health, Inc.		127,540		5,356,680
McKesson Corp.		144,830		13,577,812
UnitedHealth Group, Inc.		488,420		28,572,570
				54,443,287
PHARMACEUTICALS–5.5%
Abbott Laboratories		106,900		6,891,843
Forest Laboratories, Inc.(a)		199,400		6,977,006
Johnson & Johnson		83,290		5,627,072
Merck & Co., Inc.		371,239		15,499,228
Pfizer, Inc.		593,330		13,646,590
				48,641,739
				144,851,913

Company	Shares		U.S. $ Value
INDUSTRIALS – 15.8%
AEROSPACE & DEFENSE–2.7%
Raytheon Co.		416,300	$	23,558,417
COMMERCIAL SERVICES & SUPPLIES–0.8%
Copart, Inc.(a)		300,960		7,129,742
CONSTRUCTION & ENGINEERING–1.5%
Foster Wheeler AG(a)		290,589		5,035,907
URS Corp.		226,171		7,888,845
				12,924,752
ELECTRICAL EQUIPMENT–1.4%
AMETEK, Inc.		96,070		4,794,854
Hubbell, Inc.–Class B		94,100		7,334,154
				12,129,008
INDUSTRIAL CONGLOMERATES–2.9%
General Electric Co.		1,221,170		25,449,183
MACHINERY–4.6%
Actuant Corp.–Class A		241,510		6,559,412
Dover Corp.		229,610		12,309,392
Eaton Corp.		156,110		6,186,639
Gardner Denver, Inc.		206,731		10,938,137
Parker Hannifin Corp.		66,110		5,082,537
				41,076,117
PROFESSIONAL SERVICES–1.3%
Towers Watson & Co.		198,880		11,912,912
ROAD & RAIL–0.6%
Norfolk Southern Corp.		71,712		5,146,770
				139,326,901
INFORMATION TECHNOLOGY–15.0%
COMMUNICATIONS EQUIPMENT–0.8%
Cisco Systems, Inc.		422,330		7,251,406
COMPUTERS & PERIPHERALS–2.2%
Apple, Inc.(a)		32,300		18,863,200
IT SERVICES–0.9%
Amdocs Ltd.(a)		268,390		7,976,551
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.7%
Lam Research Corp.(a) (b)		272,180		10,272,073
Marvell Technology Group Ltd.		1,434,928		16,185,988
Xilinx, Inc.		192,880		6,474,982
				32,933,043
SOFTWARE–7.4%
Activision Blizzard, Inc.		529,403		6,347,542
Adobe Systems, Inc.(a)		197,480		6,392,427

3

GROWTH & INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CA, Inc.		191,500	$	5,187,735
Cadence Design Systems, Inc.(a)		471,910		5,186,291
Microsoft Corp.		699,590		21,400,458
Oracle Corp.		697,640		20,719,908
				65,234,361
				132,258,561
ENERGY–13.3%
ENERGY EQUIPMENT & SERVICES–4.8%
Diamond Offshore Drilling, Inc.		319,240		18,876,661
Helmerich & Payne, Inc.		60,740		2,640,975
National Oilwell Varco, Inc.		325,637		20,984,049
				42,501,685
OIL, GAS & CONSUMABLE FUELS–8.5%
Chevron Corp.		211,150		22,276,325
Devon Energy Corp.		117,780		6,830,062
Exxon Mobil Corp.		298,570		25,548,635
Occidental Petroleum Corp.		236,740		20,305,190
				74,960,212
				117,461,897
CONSUMER DISCRETIONARY–9.6%
AUTOMOBILES–0.3%
Harley-Davidson, Inc.		67,850		3,102,780
INTERNET & CATALOG RETAIL–3.6%
Liberty Interactive Corp.(a)		1,790,245		31,848,459
MEDIA–5.0%
Comcast Corp.–Class A		500,180		15,990,754
Liberty Media Corp.–Liberty Capital(a)		36,318		3,192,715
Scripps Networks Interactive, Inc.–Class A		180,210		10,246,741
Viacom, Inc.–Class B		303,190		14,255,994
				43,686,204
SPECIALTY RETAIL–0.7%
Bed Bath & Beyond, Inc.(a)		96,970		5,992,746
				84,630,189
CONSUMER STAPLES–5.5%
BEVERAGES – 0.8%
Molson Coors Brewing Co.–Class B		167,890		6,985,903
FOOD & STAPLES RETAILING–2.6%
CVS Caremark Corp.		493,177		23,046,161
FOOD PRODUCTS–0.8%
Smithfield Foods, Inc.(a)		313,100		6,772,353
TOBACCO–1.3%
Lorillard, Inc.		86,221		11,376,861
				48,181,278
MATERIALS–3.3%
CHEMICALS–1.1%
CF Industries Holdings, Inc.		48,850		9,464,199
METALS & MINING–0.8%
Newmont Mining Corp.		145,780	$	7,071,788
PAPER & FOREST PRODUCTS–1.4%
Domtar Corp.		166,910		12,803,666
				29,339,653
TELECOMMUNICATION SERVICES–2.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–2.0%
AT&T, Inc.		338,250		12,061,995
Verizon Communications, Inc.		114,270		5,078,159
				17,140,154
UTILITIES–0.8%
MULTI-UTILITIES–0.8%
Ameren Corp.		212,060		7,112,492
Total Common Stocks (cost $774,799,742)				877,620,524
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.1%
TIME DEPOSIT–0.1%
State Street Time Deposit 0.01%, 7/02/12 (cost $1,382,716)	$	1,383		1,382,716
Total Investments Before Security Lending Collateral for Securities Loaned–99.7% (cost $776,182,458)				879,003,240
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–0.4%
INVESTMENT COMPANIES–0.4%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $3,219,592)		3,219,592		3,219,592
TOTAL INVESTMENTS–100.1% (cost $779,402,050)				882,222,832
Other assets less liabilities–(0.1)%				(919,469	)
NET ASSETS–100.0%			$	881,303,363

(a) Non-income producing security.

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

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

See notes to financial statements.

4

GROWTH & INCOME PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $776,182,458)	$	879,003,240	(a)
Affiliated issuers (cost $3,219,592—including investment of cash collateral for securities loaned of $3,219,592)		3,219,592
Receivable for investment securities sold		24,458,144
Dividends and interest receivable		1,209,120
Receivable for capital stock sold		75,777
Total assets		907,965,873
LIABILITIES
Payable for investment securities purchased		22,013,144
Payable for collateral received on securities loaned		3,219,592
Payable for capital stock redeemed		637,271
Advisory fee payable		399,465
Distribution fee payable		153,917
Administrative fee payable		15,863
Transfer Agent fee payable		166
Accrued expenses		223,092
Total liabilities		26,662,510
NET ASSETS	$	881,303,363
COMPOSITION OF NET ASSETS
Capital stock, at par	$	45,199
Additional paid-in capital		1,013,006,518
Undistributed net investment income		17,722,898
Accumulated net realized loss on investment transactions		(252,292,034	)
Net unrealized appreciation on investments		102,820,782
	$	881,303,363

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

			Shares		Net Asset
Class	Net Assets		Outstanding		Value
A	$	134,021,226		6,805,101	$	19.69
B	$	747,282,137		38,393,820	$	19.46

(a) Includes securities on loan with a value of $3,261,944 (see Note E).

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	9,030,689
Affiliated issuers		9,976
Interest		1,805
Securities lending income		9,128
		9,051,598
EXPENSES
Advisory fee (see Note B)		2,507,073
Distribution fee—Class B		963,053
Transfer agency—Class A		674
Transfer agency—Class B		3,685
Custodian		87,679
Printing		51,569
Administrative		26,620
Legal		23,421
Audit		18,669
Directors’ fees		1,913
Miscellaneous		14,202
Total expenses		3,698,558
Net investment income		5,353,040
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		54,091,374
Net change in unrealized appreciation/depreciation of investments		19,627,112
Net gain on investment transactions		73,718,486
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	79,071,526

See notes to financial statements.

6

GROWTH & INCOME PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,353,040		$	12,525,033
Net realized gain on investment transactions		54,091,374			93,888,095
Net change in unrealized appreciation/depreciation of investments		19,627,112			(47,469,481	)
Net increase in net assets from operations		79,071,526			58,943,647
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(2,574,136	)
Class B		–0	–		(8,523,506	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(72,013,069	)		(180,836,431	)
Total increase (decrease)		7,058,457			(132,990,426	)
NET ASSETS
Beginning of period		874,244,906			1,007,235,332
End of period (including undistributed net investment income of $17,722,898 and of $12,369,858, respectively)	$	881,303,363		$	874,244,906

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

2. Fair Value Measurements

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

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

877,620,524

$

–0

–

$

–0

–

$

877,620,524

Short-Term Investments

–0

–

1,382,716

–0

–

1,382,716

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

3,219,592

–0

–

–0

–

3,219,592

Total Investments in Securities

880,840,116

1,382,716

–0

–

882,222,832

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total

$

880,840,116

$

1,382,716

$

–0

–

$

882,222,832

* See Portfolio of Investments for sector classifications.

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

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.

9

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

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 to each Portfolio in proportion to net assets. 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, 2012, such fee amounted to $26,620.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $625,797, of which $1,028 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

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.

10

AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	362,792,997		$	405,361,085
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	124,878,142
Gross unrealized depreciation		(22,057,360	)
Net unrealized appreciation	$	102,820,782

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, 2012.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $3,261,944 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $3,219,592. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $9,128 and $9,976 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; 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

11

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

not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31,  2011 (000)	Purchases at Cost (000)	Sales Proceeds (000)	Market Value June 30,  2012 (000)	Dividend Income (000)
$1,441	$68,692	$66,913	$3,220	$10

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		379,006			506,364		$	7,317,438		$	9,029,709
Shares issued in reinvestment of dividends		–0	–		136,486			–0	–		2,574,137
Shares redeemed		(1,258,578	)		(4,680,769	)		(24,603,186	)		(83,787,159	)
Net decrease		(879,572	)		(4,037,919	)	$	(17,285,748	)	$	(72,183,313	)
Class B
Shares sold		1,962,433			2,297,038		$	37,056,891		$	40,404,439
Shares issued in reinvestment of dividends		–0	–		456,046			–0	–		8,523,506
Shares redeemed		(4,741,858	)		(8,934,188	)		(91,784,212	)		(157,581,063	)
Net decrease		(2,779,425	)		(6,181,104	)	$	(54,727,321	)	$	(108,653,118	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and

12

AllianceBernstein Variable Products Series Fund

are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	11,097,642	$	–0	–
Total taxable distributions		11,097,642		–0	–
Total distributions paid	$	11,097,642	$	–0	–

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	12,369,858
Accumulated capital and other losses		(301,998,950	)(a)
Unrealized appreciation/(depreciation)		78,809,212	(b)
Total accumulated earnings/(deficit)	$	(210,819,880	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $298,366,259. During the fiscal year, the Portfolio utilized $96,602,234 of capital loss carryforwards to offset current year net realized gains. At December 31, 2011, the Portfolio had a post-October short-term capital loss deferral of $3,632,691, which is deemed to arise on January 1, 2012.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

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

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $298,366,259 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$   60,797,075	n/a	2016
237,569,184	n/a	2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

13

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$18.05			$17.19			$15.20			$13.10			$26.82			$27.19
Income From Investment Operations
Net investment income (a)		.13			.27			.20			.21			.30			.39
Net realized and unrealized gain (loss) on investment transactions		1.51			.83			1.79			2.47			(9.77	)		.97
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		.06
Net increase (decrease) in net asset value from operations		1.64			1.10			1.99			2.68			(9.47	)		1.42
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.24	)		–0	–		(.58	)		(.45	)		(.41	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(3.80	)		(1.38	)
Total dividends and distributions		–0	–		(.24	)		–0	–		(.58	)		(4.25	)		(1.79	)
Net asset value, end of period		$19.69			$18.05			$17.19			$15.20			$13.10			$26.82
Total Return
Total investment return based on net asset value (c)		9.09	%*		6.32	%*		13.09	%*		20.82	%*		(40.60	)%*		5.12	%**
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$134,021			$138,731			$201,521			$215,085			$211,920			$456,159
Ratio to average net assets of:
Expenses		.60	%(d)		.60	%		.63	%(e)		.63	%		.62	%		.59	%
Net investment income		1.38	%(d)		1.52	%		1.30	%(e)		1.58	%		1.61	%		1.43	%
Portfolio turnover rate		40	%		76	%		66	%		125	%		184	%		74	%

See footnote summary on page 15.

14

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$17.86			$17.01			$15.08			$12.97			$26.55			$26.93
Income From Investment Operations
Net investment income (a)		.11			.23			.16			.18			.25			.32
Net realized and unrealized gain (loss) on investment transactions		1.49			.81			1.77			2.42			(9.66	)		.96
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		.06
Net increase (decrease) in net asset value from operations		1.60			1.04			1.93			2.60			(9.41	)		1.34
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.19	)		–0	–		(.49	)		(.37	)		(.34	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(3.80	)		(1.38	)
Total dividends and distributions		–0	–		(.19	)		–0	–		(.49	)		(4.17	)		(1.72	)
Net asset value, end of period		$19.46			$17.86			$17.01			$15.08			$12.97			$26.55
Total Return
Total investment return based on net asset value (c)		8.96	%*		6.07	%*		12.80	%*		20.35	%*		(40.69	)%*		4.86	%**
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$747,282			$735,514			$805,714			$837,533			$819,994			$1,758,210
Ratio to average net assets of:
Expenses		.85	%(d)		.85	%		.88	%(e)		.88	%		.87	%		.84	%
Net investment income		1.14	%(d)		1.28	%		1.05	%(e)		1.33	%		1.36	%		1.18	%
Portfolio turnover rate		40	%		76	%		66	%		125	%		184	%		74	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2012 and years ended December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.04%, 0.13%, 0.27%, 0.54% and 0.46%, respectively.

** Includes the impact of proceeds received and credited to the Portfolio in connection with an error made by the Adviser in processing a class action settlement claim, which enhanced the performance of each share class for the year ended December 31, 2007 by 0.19%.

See notes to financial statements.

15

GROWTHAND INCOME PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth and Income Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The direc-

16

AllianceBernstein Variable Products Series Fund

tors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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 29, 2012 and (in the case of comparisons with the Index) the since inception period (January 1991 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 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 3-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 4th quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 1- and 5-year periods and lagged the Index in all other periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Large Cap Value Funds Average and the Index. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

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

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

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

17

GROWTHAND INCOME PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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.

18

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	948.2	Growth & Income Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,194 (0.01% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

3 Jones v. Harris at 1427.

19

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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

Portfolio	Total Expense Ratio	Fiscal Year
Growth & Income Portfolio	Class A     0.60%	December 31
	Class B     0.85%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth & Income Portfolio	$948.2	Relative Value Schedule 65 bp on first $25m 50 bp on next $25m 40 bp on next $50m 30 bp on next $100m 25 bp on the balance Minimum account size $25m		0.280	%		0.550	%

The Adviser also manages AllianceBernstein Growth & Income Fund, Inc. (“Growth & Income Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Growth &

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.

20

AllianceBernstein Variable Products Series Fund

Income Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Growth & Income Portfolio	Growth & Income Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.⁸

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

Portfolio	Contractual Management Fee9		Lipper Exp. Group Median (%)		Rank
Growth & Income Portfolio		0.550		0.702		3/15

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁰ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)11		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Growth & Income Portfolio		0.602		0.728		2/15		0.750		3/36

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

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

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

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

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

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

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

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

21

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $1,943,217 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $4,634,478 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,311 from the Portfolio.¹²

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹³ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as

12 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2011.

13 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

22

AllianceBernstein Variable Products Series Fund

opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

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

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

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 29, 2012.¹⁹

	Fund		PG Median		PU Median		PG Rank		PU Rank
Growth & Income Portfolio
1 year		9.76		0.31		1.53		1/15		1/46
3 year		23.56		23.33		23.25		5/14		18/43
5 year		0.03		0.03		–0.04		6/11		18/36
10 year		3.92		4.08		4.39		7/10		18/24

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

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

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

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.

23

GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 29, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth & Income Portfolio		9.76		23.56		0.03		3.92		8.74		16.55		0.20		10
Russell 1000 Value Index		2.18		25.01	–	1.08		4.75		10.14		16.67		0.25		10
Inception Date: February 25, 1994

CONCLUSION:

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

Dated: May 25, 2012

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 29, 2012.

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

24

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

GLOBAL THEMATIC GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each 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, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,032.30	$	5.00		0.99	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.94	$	4.97		0.99	%
Class B
Actual	$	1,000	$	1,031.00	$	6.26		1.24	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.70	$	6.22		1.24	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Illumina, Inc.	$	5,005,331		3.8	%
NVIDIA Corp.		3,668,215		2.8
Green Dot Corp.		3,584,413		2.7
Fusion-io, Inc.		3,559,384		2.7
Amazon.com, Inc.		3,432,100		2.6
Red Hat, Inc.		3,037,720		2.3
Silicon Graphics International Corp.		2,845,967		2.2
Goldcorp, Inc.		2,688,484		2.0
Hang Lung Properties Ltd.		2,623,614		2.0
Burberry Group PLC		2,580,321		1.9
	$	33,025,549		25.0	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	39,395,446		29.9	%
Financials		21,952,043		16.7
Consumer Discretionary		19,002,519		14.4
Energy		14,534,652		11.1
Health Care		10,870,976		8.3
Materials		10,740,063		8.2
Industrials		9,710,837		7.4
Telecommunication Services		2,508,156		1.9
Consumer Staples		2,394,417		1.8
Options Purchased—Calls		20,000		0.0
Short-Term Investments		458,128		0.3
Total Investments	$	131,587,237		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 Fund’s prospectus.

2

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	80,966,995		61.5	%
China		11,318,002		8.6
Hong Kong		10,003,564		7.6
Canada		6,083,958		4.6
United Kingdom		3,978,629		3.0
Japan		3,310,187		2.5
Luxembourg		2,184,157		1.7
Indonesia		1,996,866		1.5
South Korea		1,915,747		1.5
Mexico		1,745,499		1.3
Italy		1,696,757		1.3
Belgium		1,431,900		1.1
Israel		1,393,686		1.1
Other		3,103,162		2.4
Short-Term Investments		458,128		0.3
Total Investments	$	131,587,237		100.0	%

* All data are as of June 30, 2012. 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 0.9% or less in the following countries: Australia, Mongolia and Philippines.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.1%
INFORMATION TECHNOLOGY–29.8%
COMMUNICATIONS EQUIPMENT–1.9%
QUALCOMM, Inc.		45,490	$	2,532,883
COMPUTERS & PERIPHERALS–7.0%
Apple, Inc.(a)		3,700		2,160,800
Fusion-io, Inc.(a)(b)		170,387		3,559,384
Silicon Graphics International Corp.(a)(b)		443,297		2,845,967
Stratasys, Inc.(a)(b)		14,330		710,052
				9,276,203
INTERNET SOFTWARE & SERVICES–9.4%
Ancestry.com, Inc.(a)(b)		11,740		323,202
Baidu, Inc. (Sponsored ADR)(a)		16,035		1,843,704
Cornerstone OnDemand, Inc.(a)(b)		59,169		1,408,814
Equinix, Inc.(a)		8,370		1,470,191
Facebook, Inc.(a)(b)		49,522		1,541,125
LinkedIn Corp.(a)		15,986		1,698,832
Rackspace Hosting, Inc.(a)		55,082		2,420,303
Yelp, Inc.(a)(b)		75,925		1,725,775
				12,431,946
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.9%
NVIDIA Corp.(a)		265,428		3,668,215
Samsung Electronics Co., Ltd.		1,345		1,424,337
				5,092,552
SOFTWARE–7.6%
Intuit, Inc.		28,640		1,699,784
NetSuite, Inc.(a)		13,730		751,992
Red Hat, Inc.(a)		53,784		3,037,720
Salesforce.com, Inc.(a)		17,790		2,459,646
ServiceNow, Inc.		23,927		588,604
Splunk, Inc.(a)(b)		54,239		1,524,116
				10,061,862
				39,395,446
FINANCIALS–16.6%
CAPITAL MARKETS–3.3%
Blackstone Group LP		159,310		2,082,182
CITIC Securities Co., Ltd.(a)(b)		1,063,300		2,261,287
				4,343,469
COMMERCIAL BANKS–2.6%
BOC Hong Kong Holdings Ltd.		679,000		2,094,699
Standard Chartered PLC		64,370		1,398,308
				3,493,007
CONSUMER FINANCE–2.7%
Green Dot Corp.(a)(b)		162,044	$	3,584,413
INSURANCE–1.9%
AIA Group Ltd.		711,400		2,457,216
REAL ESTATE INVESTMENT TRUSTS (REITs)–1.1%
Weyerhaeuser Co.		64,577		1,443,942
REAL ESTATE MANAGEMENT & DEVELOPMENT–5.0%
Ciputra Development Tbk PT		17,665,500		1,234,209
Guangzhou R&F Properties Co., Ltd.(b)		1,067,200		1,429,460
Hang Lung Properties Ltd.		767,000		2,623,614
Sun Hung Kai Properties Ltd.		113,000		1,342,713
				6,629,996
				21,952,043
CONSUMER DISCRETIONARY–14.4%
AUTOMOBILES–1.0%
Tesla Motors, Inc.(a)(b)		41,012		1,283,265
DIVERSIFIED CONSUMER SERVICES–1.0%
New Oriental Education & Technology Group (ADR)(a)		56,417		1,382,217
HOTELS, RESTAURANTS & LEISURE–2.8%
Bloomberry Resorts Corp.(a)		3,334,000		752,494
Ctrip.com International Ltd. (ADR)(a)(b)		84,550		1,417,058
Galaxy Entertainment Group Ltd.(a)(b)		591,000		1,485,322
				3,654,874
HOUSEHOLD DURABLES–1.5%
iRobot Corp.(a)(b)		29,640		656,526
Rinnai Corp.		20,100		1,386,929
				2,043,455
INTERNET & CATALOG RETAIL–2.6%
Amazon.com, Inc.(a)		15,030		3,432,100
SPECIALTY RETAIL–3.5%
L’Occitane International SA		787,000		2,184,157
Zhongsheng Group Holdings Ltd.(b)		1,998,000		2,442,130
				4,626,287
TEXTILES, APPAREL & LUXURY GOODS–2.0%
Burberry Group PLC		123,930		2,580,321
				19,002,519

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
ENERGY–11.0%
ENERGY EQUIPMENT & SERVICES–5.1%
Halliburton Co.		59,050	$	1,676,429
National Oilwell Varco, Inc.		24,770		1,596,179
Saipem SpA		38,100		1,696,757
Schlumberger Ltd.		27,630		1,793,463
				6,762,828
OIL, GAS & CONSUMABLE FUELS–5.9%
Cameco Corp.(b)		78,753		1,730,385
Denbury Resources, Inc.(a)		136,080		2,056,169
Kinder Morgan, Inc./Delaware		47,206		1,520,977
Occidental Petroleum Corp.		15,300		1,312,281
Santos Ltd.		104,600		1,152,012
				7,771,824
				14,534,652
HEALTH CARE–8.2%
BIOTECHNOLOGY–2.2%
Cepheid, Inc.(a)		33,437		1,496,306
Genomic Health, Inc.(a)		28,294		945,020
Seegene, Inc.(a)		10,740		491,410
				2,932,736
HEALTH CARE EQUIPMENT & SUPPLIES–1.0%
Given Imaging Ltd.(a)		88,208		1,393,686
HEALTH CARE TECHNOLOGY–1.2%
athenahealth, Inc.(a)(b)		19,442		1,539,223
LIFE SCIENCES TOOLS & SERVICES–3.8%
Illumina, Inc.(a)(b)		123,925		5,005,331
				10,870,976
MATERIALS–8.0%
CHEMICALS–1.0%
Monsanto Co.		16,620		1,375,804
METALS & MINING–7.0%
Freeport-McMoRan Copper & Gold, Inc.		69,860		2,380,130
Goldcorp, Inc.		71,410		2,688,484
Ivanhoe Mines Ltd./CA(a)(b)		154,674		1,525,319
Mongolian Mining Corp.(a)		2,107,500		1,198,656
Umicore SA		30,970		1,431,900
				9,224,489
				10,600,293
INDUSTRIALS–7.4%
ELECTRICAL EQUIPMENT–3.7%
A123 Systems, Inc.(a)		1,218,595		1,535,430
Babcock & Wilcox Co. (The)(a)		61,105		1,497,072
Polypore International, Inc.(a)(b)		45,423	$	1,834,635
				4,867,137
MACHINERY–3.7%
Cummins, Inc.		16,510		1,599,984
FANUC Corp.		11,700		1,923,258
Proto Labs, Inc.(a)(b)		45,913		1,320,458
				4,843,700
				9,710,837
TELECOMMUNICATION SERVICES–1.9%
WIRELESS TELECOMMUNICATION SERVICES–1.9%
America Movil SAB de CV (ADR)		66,980		1,745,499
Tower Bersama Infrastructure Tbk PT(a)		2,177,000		762,657
				2,508,156
CONSUMER STAPLES–1.8%
BEVERAGES–1.4%
Heckmann Corp.(a)(b)		548,009		1,852,271
FOOD PRODUCTS–0.4%
Besunyen Holdings Co., Ltd.		5,698,000		542,146
				2,394,417
Total Common Stocks (cost $137,228,366)				130,969,339
RIGHTS–0.1%
MATERIALS–0.1%
METALS & MINING–0.1%
Ivanhoe Mines Ltd./CA(a)(b) (cost $0)		154,674		139,770
	Contracts
OPTIONS PURCHASED–CALLS–0.0%
OPTIONS ON FUNDS AND INVESTMENT TRUSTS–0.0%
Market Vectors JR Gold Miners Expiration: Jan 2013, Exercise Price: $ 44.63(a)(c) (cost $1,626,045)		2,000		20,000

5

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

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–0.4%
TIME DEPOSIT–0.4%
State Street Time Deposit 0.01%, 7/02/12 (cost $458,128)	$	458	$	458,128
Total Investments Before Security Lending Collateral for Securities Loaned–99.6% (cost $139,312,539)				131,587,237
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–27.6%
INVESTMENT COMPANIES–27.6%
AllianceBernstein Exchange Reserves–Class I, 0.20%(d) (cost $36,475,994)		36,475,994	$	36,475,994
TOTAL INVESTMENTS–127.2% (cost $175,788,533)				168,063,231
Other assets less liabilities–(27.2)%				(35,902,626	)
NET ASSETS–100.0%			$	132,160,605

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Citibank NA:
Japanese Yen settling 9/14/12		473,693	$	6,050,724	$	5,931,903	$	(118,821	)
Goldman Sachs International:
Great British Pound settling 9/14/12		7,174		11,158,153		11,233,406		75,253
Royal Bank of Canada:
Canadian Dollar settling 9/14/12		4,248		4,113,648		4,165,751		52,103
Euro settling 9/14/12		5,953		7,433,481		7,538,722		105,241
Westpac Banking Corp.:
Australian Dollar settling 9/14/12		3,715		3,650,062		3,776,752		126,690
							$	240,466

(a) Non-income producing security.

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

(c) One contract relates to 100 shares.

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

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $139,312,539)	$	131,587,237	(a)
Affiliated issuers (cost $36,475,994—including investment of cash collateral for securities loaned of $36,475,994)		36,475,994
Foreign currencies, at value (cost $241,086)		243,424
Receivable for investment securities sold and foreign currency transactions		2,036,829
Unrealized appreciation of forward currency exchange contracts		359,287
Dividends and interest receivable		214,366
Receivable for capital stock sold		99,281
Total assets		171,016,418
LIABILITIES
Payable for collateral received on securities loaned		36,475,994
Payable for investment securities purchased and foreign currency transactions		1,955,400
Unrealized depreciation of forward currency exchange contracts		118,821
Advisory fee payable		81,642
Payable for capital stock redeemed		64,507
Distribution fee payable		18,933
Administrative fee payable		16,546
Transfer Agent fee payable		170
Accrued expenses		123,800
Total liabilities		38,855,813
NET ASSETS	$	132,160,605
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,768
Additional paid-in capital		206,781,002
Distributions in excess of net investment income		(589,363	)
Accumulated net realized loss on investment and foreign currency transactions		(66,558,600	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(7,481,202	)
	$	132,160,605

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	40,215,306		2,619,198	$	15.35
B	$	91,945,299		6,149,111	$	14.95

(a) Includes securities on loan with a value of $36,243,715 (see Note E).

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $35,766)	$	737,873
Affiliated issuers		30,655
Interest		49
Securities lending income		473,192
		1,241,769
EXPENSES
Advisory fee (see Note B)		547,857
Distribution fee—Class B		127,178
Transfer agency—Class A		861
Transfer agency—Class B		1,975
Custodian		66,756
Audit		35,085
Administrative		27,334
Printing		18,824
Legal		15,372
Directors’ fees		1,963
Miscellaneous		6,686
Total expenses		849,891
Net investment income		391,878
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(6,935,651	)(a)
Foreign currency transactions		(858,664	)
Net change in unrealized appreciation/depreciation of:
Investments		11,381,115	(b)
Foreign currency denominated assets and liabilities		567,135
Net gain on investment and foreign currency transactions		4,153,935
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	4,545,813

(a) Net of foreign capital gains taxes of $85,823.

(b) Net of decrease in accrued foreign capital gains taxes of $27,316.

See notes to financial statements.

8

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income (loss)	$	391,878		$	(124,157	)
Net realized gain (loss) on investment and foreign currency transactions		(7,794,315	)		13,521,716
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		11,948,250			(59,060,629	)
Net increase (decrease) in net assets from operations		4,545,813			(45,663,070	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(340,972	)
Class B		–0	–		(451,814	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(13,563,073	)		(20,317,543	)
Total decrease		(9,017,260	)		(66,773,399	)
NET ASSETS
Beginning of period		141,177,865			207,951,264
End of period (including distribution in excess of net investment income of ($589,363) and ($981,241), respectively)	$	132,160,605		$	141,177,865

See notes to financial statements.

9

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61^st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

10

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks^:
Information Technology	$	37,971,109		$	1,424,337		$	–0	–	$	39,395,446
Financials		7,110,537			14,841,506			–0	–		21,952,043
Consumer Discretionary		8,923,660			10,078,859			–0	–		19,002,519
Energy		11,685,883			2,848,769			–0	–		14,534,652
Health Care		10,379,566			491,410			–0	–		10,870,976
Materials		7,969,737			2,630,556			–0	–		10,600,293
Industrials		7,787,579			1,923,258			–0	–		9,710,837
Telecommunication Services		1,745,499			762,657			–0	–		2,508,156
Consumer Staples		1,852,271			542,146			–0	–		2,394,417
Rights		139,770			–0	–		–0	–		139,770
Options Purchased—Calls		–0	–		20,000			–0	–		20,000
Short-Term Investments		–0	–		458,128			–0	–		458,128
Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund		36,475,994			–0	–		–0	–		36,475,994
Total Investments in Securities		132,041,605			36,021,626	+		–0	–		168,063,231
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		359,287			–0	–		359,287
Liabilities:
Forward Currency Exchange Contracts		–0	–		(118,821	)		–0	–		(118,821	)
Total	$	132,041,605		$	36,262,092		$	–0	–	$	168,303,697

^ An amount of $2,097,693 was transferred from Level 1 into Level 2 due to insufficient observable inputs.

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, 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.

11

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. 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, 2012, such fee amounted to $27,334.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $257,600, of which $0 and $4,377, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

12

AllianceBernstein Variable Products Series Fund

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

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, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	126,890,197		$	140,525,615
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	$	9,667,222
Gross unrealized depreciation		(17,392,524	)
Net unrealized depreciation	$	(7,725,302	)

1. Derivative Financial Instruments

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

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

• 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

13

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

appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

During the six months ended June 30, 2012, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the amount paid for the closing purchase transaction, as a realized loss. If a call option is exercised, the premium received is added to the proceeds from the sale of the underlying security or currency in determining whether the Portfolio has realized a gain or loss. If a put option is exercised, the premium received reduces the cost basis of the security or currency purchased by the Portfolio. In writing an option, the Portfolio bears the market risk of an unfavorable change in the price of the security or currency underlying the written option. Exercise of an option written by the Portfolio could result in the Portfolio selling or buying a security or currency at a price different from the current market value. For the six months ended June 30, 2012, the Portfolio had no transactions in written options.

During the six months ended June 30, 2012, the Portfolio held purchased options for non-hedging purposes.

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $118,821. If a trigger event had occurred at June 30, 2012, for those derivatives in a net liability position, an amount of $118,821 would be required to be posted by the Portfolio.

At June 30, 2012, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	359,287	Unrealized depreciation of forward currency exchange contracts	$	118,821
Equity contracts	Investments in securities, at value		20,000
Total		$	379,287		$	118,821

14

AllianceBernstein Variable Products Series Fund

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

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	$	(841,276	)	$	562,079
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(1,121,132	)		946,812
Total		$	(1,962,408	)	$	1,508,891

For the six months ended June 30, 2012, the average monthly principal amount of foreign currency exchange contracts was $35,804,496 and the average monthly cost of purchased options contracts was $1,786,207.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $36,243,715 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $36,475,994. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $473,192 and $30,655 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; 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

15

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

collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31,  2011 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30,  2012 (000)		Dividend Income (000)
$18,391	$	77,557	$	59,472	$	36,476	$	31

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		166,977			221,658		$	2,811,917		$	4,110,058
Shares issued in reinvestment of dividends		–0	–		17,100			–0	–		340,972
Shares redeemed		(377,864	)		(813,664	)		(6,217,150	)		(14,568,319	)
Net decrease		(210,887	)		(574,906	)	$	(3,405,233	)	$	(10,117,289	)
Class B
Shares sold		530,424			1,166,143		$	8,612,425		$	21,089,035
Shares issued in reinvestment of dividends		–0	–		23,194			–0	–		451,814
Shares redeemed		(1,213,211	)		(1,815,049	)		(18,770,265	)		(31,741,103	)
Net decrease		(682,787	)		(625,712	)	$	(10,157,840	)	$	(10,200,254	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

16

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	792,786	$	3,957,099
Total taxable distributions	$	792,786	$	3,957,099
Total distributions paid	$	792,786	$	3,957,099

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(51,870,113	)(a)
Unrealized appreciation/(depreciation)		(27,304,865	)(b)
Total accumulated earnings/(deficit)	$	(79,174,978	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $47,113,959. During the fiscal year, the Portfolio utilized $22,869,672 of capital loss carryforwards to offset current year net realized gains. At December 31, 2011, the Portfolio had a post-October short-term capital loss deferral of $3,453,673 and a qualified late-year loss deferral of $1,302,481. These losses are deemed to arise on January 1, 2012.

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

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $47,113,959 which will expire as follows:

SHORT-TERM AMOUNT		LONG-TERM AMOUNT		EXPIRATION
	$28,313,399		n/a		2016
	18,800,560		n/a		2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

17

GLOBAL THEMATIC GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$14.87			$19.47			$16.73			$10.90			$20.71			$17.23
Income From Investment Operations
Net investment income (loss) (a)		.06			.02			.12			.07			.00	(b)		(.03	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.42			(4.52	)		2.98			5.76			(9.81	)		3.51
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.48			(4.50	)		3.10			5.83			(9.81	)		3.48
Less: Dividends
Dividends from net investment income		–0	–		(.10	)		(.36	)		–0	–		–0	–		–0	–
Net asset value, end of period		$15.35			$14.87			$19.47			$16.73			$10.90			$20.71
Total Return
Total investment return based on net asset value (c)		3.23	%*		(23.23	)%*		18.93	%*		53.49	%*†		(47.37	)%*		20.20	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$40,216			$42,094			$66,302			$65,358			$39,933			$93,919
Ratio to average net assets of:
Expenses		.99	%(d)		.94	%		.99	%(e)		1.00	%		.93	%		.93	%
Net investment income (loss)		.71	%(d)		.10	%		.69	%(e)		.52	%		.00	%(f)		(.15	)%
Portfolio turnover rate		88	%		163	%		117	%		215	%		141	%		132	%

See footnote summary on page 19.

18

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$14.50			$18.99			$16.34			$10.67			$20.31			$16.94
Income From Investment Operations
Net investment income (loss) (a)		.04			(.03	)		.07			.04			(.04	)		(.07	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.41			(4.40	)		2.90			5.63			(9.60	)		3.44
Contributions from Adviser		–0	–		–0	–		–0	–		.00	(b)		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.45			(4.43	)		2.97			5.67			(9.64	)		3.37
Less: Dividends
Dividends from net investment income		–0	–		(.06	)		(.32	)		–0	–		–0	–		–0	–
Net asset value, end of period		$14.95			$14.50			$18.99			$16.34			$10.67			$20.31
Total Return
Total investment return based on net asset value (c)		3.10	%*		(23.41	)%*		18.58	%*		53.14	%*†		(47.46	)%*		19.89	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$91,945			$99,084			$141,649			$141,536			$84,880			$191,474
Ratio to average net assets of:
Expenses		1.24	%(d)		1.19	%		1.24	%(e)		1.25	%		1.18	%		1.17	%
Net investment income (loss)		.46	%(d)		(.14	)%		.44	%(e)		.27	%		(.24	)%		(.40	)%
Portfolio turnover rate		88	%		163	%		117	%		215	%		141	%		132	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

(f) Amount is less than .005%.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2012 and years ended December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.05%, 0.04%, 0.04%, 0.15% and 0.03%, respectively.

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

See notes to financial statements.

19

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

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Global Thematic Growth Portfolio (formerly named AllianceBernstein Global Technology Portfolio) (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

20

AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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 (the “MSCI AC World Index”) and the MSCI World Index (Net) (the “MSCI World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2012 and (in the case of comparisons with the MSCI World Index) the since inception period (January 1996 inception). The directors noted that the Portfolio was 3rd out of 3 of the Performance Group and in the 5th quintile of the Performance Universe for the 1-, 3- and 10-year periods, and 2nd out of 3 of the Performance Group and in the 3rd quintile of the Performance Universe for the 5-year period. The directors noted the small number of other funds in the Performance Group. The Portfolio outperformed the indices in the 5-year period and lagged the indices in all other periods. The directors noted that all reference points showed negative results in the 1-year period. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Global Growth Funds Average and the indices. The directors also noted that at the February 2009 meetings, they had approved modifications to the Portfolio’s investment strategy and policies, including a new benchmark, the MSCI AC World Index, and a name change to AllianceBernstein Global Thematic Growth Portfolio from AllianceBernstein Global Technology Portfolio effective May 1, 2009. As a result, the directors gave less weight to the Portfolio’s investment performance prior to May 2009. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s recent performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio.

Advisory Fees and Other Expenses

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

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

21

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

except that the Portfolio’s fee rate is a monthly fee based on average daily net assets whereas the Corresponding Fund’s fee rate is a quarterly fee based on net asset value at the end of each quarter.

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

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was essentially the same as the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group median and higher than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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.

22

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

3 Prior to May 1, 2009, the Portfolio was known as AllianceBernstein Global Technology Portfolio. In addition, the Portfolio’s non-fundamental policy was changed on May 1, 2009 to allow the Portfolio to pursue a broader mandate across multiple sectors worldwide.

4 Jones v. Harris at 1427.

23

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/12 ($MIL)		Portfolio
Specialty	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	157.2	Global Thematic Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $61,179 (0.03% of the Portfolio’s average daily net assets) for such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Global Thematic Growth Portfolio	Class A    0.94%		December 31
	Class B    1.19%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁵ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁶

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

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

24

AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	$157.2	Global Thematic Research Schedule 80 bp on 1st $25m 60 bp on next $25m 50 bp on next $50m 40 bp on the balance Minimum account size $25m		0.527	%		0.750	%

The Adviser also manages AllianceBernstein Global Thematic Growth Fund, Inc. (“Global Thematic Growth Fund, Inc.), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Global Thematic Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁷

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Global Thematic Growth Portfolio8	Global Thematic Growth Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

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

Fund	Fee9
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.¹⁰ Lipper’s

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

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 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.

25

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

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

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 similar but not the same Lipper investment classification/objective as the Portfolio.¹²

Portfolio	Contractual Management Fee13		Lipper Exp. Group Median (%)		Rank
Global Thematic Growth Portfolio		0.750		0.797		4/10

Because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁴ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁵

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

Portfolio	Expense Ratio (%)16		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Global Thematic Growth Portfolio		0.937		0.948		5/10		0.898		19/30

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

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

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

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

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

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

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

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 peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

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

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

26

AllianceBernstein Variable Products Series Fund

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $321,442 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $1,011,881 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,310 from the Portfolio.¹⁷

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁸ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2011.

18 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

27

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

period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁹ study on advisory fees and various fund characteristics.²⁰ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²¹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²² relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²³ for the periods ended February 29, 2012.²⁴

	Fund		PG Median		PU Median		PG Rank		PU Rank
Global Thematic Growth Portfolio25
1 year		–13.09		–0.41		–3.32		3/3		11/11
3 year		22.07		24.54		24.66		3/3		9/10
5 year		0.94		0.94		0.94		2/3		5/9
10 year		1.88		6.28		6.60		3/3		8/8

19 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.

20 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.

21 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.

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

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

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

25 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.

28

AllianceBernstein Variable Products��Series Fund

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

	Periods Ending February 29, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Global Thematic Growth Portfolio29		–13.09		22.07		0.94		1.88		4.56		23.46		0.12		10
MSCI AC World Index		–1.49		23.71		0.07		5.72		N/A		17.50		0.30		10
MSCI World (Net) Index30		–1.69		22.66		-0.59		5.04		5.32		N/A		N/A		N/A
Inception Date: January 11, 1996

CONCLUSION:

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

Dated: May 25, 2012

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 29, 2012.

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. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

29 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.

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

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

INTERMEDIATE BOND PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,027.10	$	3.53		0.70	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.38	$	3.52		0.70	%
Class B
Actual	$	1,000	$	1,026.60	$	4.79		0.95	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.14	$	4.77		0.95	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	34,868,165		28.6	%
Mortgage Pass-Throughs		31,729,597		26.0
Governments—Treasuries		17,715,890		14.5
Asset-Backed Securities		10,929,327		9.0
Commercial Mortgage-Backed Securities		9,401,859		7.7
Agencies		7,106,515		5.8
Quasi-Sovereigns		1,908,586		1.6
Corporates—Non-Investment Grades		1,427,838		1.2
Governments—Sovereign Bonds		763,448		0.6
Inflation-Linked Securities		730,721		0.6
Collateralized Mortgage Obligations		532,873		0.4
Local Governments—Municipal Bonds		523,600		0.4
Preferred Stocks		273,162		0.2
Other**		84,437		0.1
Short-Term Investments		3,978,313		3.3
Total Investments	$	121,974,331		100.0	%

* The Portfolio’s security type 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: Common Stocks, Governments—Sovereign Agencies and Warrants.

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CORPORATES–INVESTMENT GRADES–29.6%
INDUSTRIAL–14.3%
BASIC–1.5%
Alcoa, Inc. 5.40%, 4/15/21		U.S.$	180	$	179,239
AngloGold Ashanti Holdings PLC 5.375%, 4/15/20			250		256,932
ArcelorMittal 6.125%, 6/01/18			280		283,905
Dow Chemical Co. (The) 4.125%, 11/15/21			85		91,171
5.25%, 11/15/41			80		88,435
7.60%, 5/15/14			81		90,166
8.55%, 5/15/19			143		190,201
Eastman Chemical Co. 2.40%, 6/01/17			80		80,848
3.60%, 8/15/22			86		87,714
International Paper Co. 7.95%, 6/15/18			196		246,985
Teck Resources Ltd. 4.75%, 1/15/22			134		143,984
					1,739,580
CAPITAL GOODS–0.6%
ADT Corp. (The) 3.50%, 7/15/22(a)			68		68,228
Embraer SA 5.15%, 6/15/22			82		84,173
Holcim US Finance Sarl & Cie SCS 6.00%, 12/30/19(a)			41		42,986
Owens Corning 6.50%, 12/01/16			160		177,907
Republic Services, Inc. 5.25%, 11/15/21			150		172,213
5.50%, 9/15/19			160		185,144
					730,651
COMMUNICATIONS–MEDIA–3.0%
CBS Corp. 3.375%, 3/01/22			251		250,070
5.75%, 4/15/20			83		96,535
Comcast Cable Communications Holdings, Inc. 9.455%, 11/15/22			280		407,601
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.50%, 3/01/16			95		100,200
3.80%, 3/15/22			165		166,863
4.75%, 10/01/14			160		171,749
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(a)(b)			305		323,300
Interpublic Group of Cos., Inc. (The) 4.00%, 3/15/22			32		32,487
News America, Inc. 4.50%, 2/15/21		U.S.$	300	$	328,906
Omnicom Group, Inc. 3.625%, 5/01/22			103		104,658
Reed Elsevier Capital, Inc. 8.625%, 1/15/19			250		317,165
TCI Communications, Inc. 7.875%, 2/15/26			115		155,022
Time Warner Entertainment Co. LP 8.375%, 3/15/23			371		502,540
Virgin Media Secured Finance PLC 5.25%, 1/15/21			200		221,567
WPP Finance UK 8.00%, 9/15/14			315		355,250
					3,533,913
COMMUNICATIONS–TELECOMMUNICATIONS–1.5%
American Tower Corp. 5.05%, 9/01/20			340		357,128
AT&T Corp. 8.00%, 11/15/31			20		29,632
AT&T, Inc. 4.45%, 5/15/21			177		200,366
British Telecommunications PLC 2.00%, 6/22/15			215		217,954
5.95%, 1/15/18			106		124,167
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)			320		304,014
Telecom Italia Capital SA 6.175%, 6/18/14			355		357,663
6.375%, 11/15/33			40		31,400
Telefonica Emisiones SAU 5.462%, 2/16/21			120		104,495
United States Cellular Corp. 6.70%, 12/15/33			80		82,708
					1,809,527
CONSUMER CYCLICAL–AUTOMOTIVE–0.5%
Ford Motor Credit Co. LLC 3.00%, 6/12/17			240		238,678
Harley-Davidson Funding Corp. 5.75%, 12/15/14(a)			300		324,863
					563,541
CONSUMER CYCLICAL–ENTERTAINMENT–0.8%
Time Warner, Inc. 7.625%, 4/15/31			390		503,740
Viacom, Inc. 5.625%, 9/15/19			375		442,242
					945,982

3

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CONSUMER CYCLICAL–OTHER–0.3%
Marriott International, Inc./DE Series J 5.625%, 2/15/13		U.S.$	372	$	382,182
CONSUMER CYCLICAL–RETAILERS–0.4%
CVS Caremark Corp. 6.60%, 3/15/19			180		224,470
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22			290		304,898
					529,368
CONSUMER NON-CYCLICAL–1.0%
Ahold Finance USA LLC 6.875%, 5/01/29			290		360,543
Bunge Ltd. Finance Corp. 5.10%, 7/15/15			206		220,131
Cadbury Schweppes US Finance LLC 5.125%, 10/01/13(a)			350		366,632
Delhaize Group SA 5.875%, 2/01/14			105		110,568
Whirlpool Corp. 8.60%, 5/01/14			55		61,234
					1,119,108
ENERGY–2.6%
Anadarko Petroleum Corp.
5.95%, 9/15/16			227		257,595
6.45%, 9/15/36			124		143,360
ConocoPhillips Holding Co. 6.95%, 4/15/29			155		212,636
Encana Corp. 3.90%, 11/15/21			375		370,927
Marathon Petroleum Corp. 3.50%, 3/01/16			50		52,412
5.125%, 3/01/21			209		233,998
Nabors Industries, Inc. 9.25%, 1/15/19			254		329,773
Noble Energy, Inc. 8.25%, 3/01/19			316		403,976
Noble Holding International Ltd. 4.90%, 8/01/20			32		34,751
Phillips 66 4.30%, 4/01/22(a)			320		336,897
Southwestern Energy Co. 4.10%, 3/15/22(a)			88		89,191
Valero Energy Corp. 6.125%, 2/01/20			177		204,357
Weatherford International Ltd./Bermuda 5.125%, 9/15/20			95		101,987
6.00%, 3/15/18			12		13,681
9.625%, 3/01/19			190		247,616
					3,033,157
OTHER INDUSTRIAL–0.3%
Noble Group Ltd. 6.75%, 1/29/20(a)		U.S.$	335	$	323,275
TECHNOLOGY–0.9%
Agilent Technologies, Inc. 5.00%, 7/15/20			64		72,486
Hewlett-Packard Co. 4.65%, 12/09/21			162		169,809
Intel Corp. 4.80%, 10/01/41			60		68,714
Motorola Solutions, Inc. 7.50%, 5/15/25			25		30,901
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			300		300,830
Xerox Corp. 8.25%, 5/15/14			375		418,136
					1,060,876
TRANSPORTATION–AIRLINES–0.3%
Southwest Airlines Co. 5.25%, 10/01/14			210		227,289
5.75%, 12/15/16			75		86,657
					313,946
TRANSPORTATION–SERVICES–0.6%
Asciano Finance Ltd. 3.125%, 9/23/15(a)			310		308,524
Con-way, Inc. 6.70%, 5/01/34			138		137,091
Ryder System, Inc. 5.85%, 11/01/16			116		131,715
7.20%, 9/01/15			108		123,645
					700,975
					16,786,081
FINANCIAL INSTITUTIONS–11.0%
BANKING–7.1%
Bank of America Corp.
3.875%, 3/22/17			80		81,496
5.875%, 2/07/42			298		326,423
Series L 5.65%, 5/01/18			545		582,765
Barclays Bank PLC 5.125%, 1/08/20			230		249,588
Bear Stearns Cos. LLC (The) 5.70%, 11/15/14			450		486,940
Citigroup, Inc.
4.50%, 1/14/22			85		87,793
8.50%, 5/22/19			340		419,911
Compass Bank 5.50%, 4/01/20			250		236,262
DNB Bank ASA 3.20%, 4/03/17(a)			310		313,540
Fifth Third Bancorp 3.50%, 3/15/22			121		122,279
Goldman Sachs Group, Inc. (The) 5.25%, 7/27/21			88		89,392
5.75%, 1/24/22			310		327,237

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
6.00%, 6/15/20		U.S.$	395	$	421,690
7.50%, 2/15/19			95		108,338
HSBC Holdings PLC 4.00%, 3/30/22			320		332,287
5.10%, 4/05/21			194		216,591
JPMorgan Chase & Co.
4.40%, 7/22/20			305		321,693
4.50%, 1/24/22			210		226,216
Macquarie Bank Ltd. 5.00%, 2/22/17(a)			82		83,517
Macquarie Group Ltd. 4.875%, 8/10/17(a)			342		342,810
Morgan Stanley 5.50%, 7/24/20–7/28/21			373		365,847
6.625%, 4/01/18			295		308,443
National Capital Trust II 5.486%, 3/23/15(a)			122		113,363
National Westminster Bank PLC 6.50%, 9/07/21		GBP	50		66,126
Nationwide Building Society 6.25%, 2/25/20(a)		U.S.$	330		355,982
Royal Bank of Scotland PLC (The) 6.125%, 1/11/21			240		266,620
Santander US Debt SAU 2.991%, 10/07/13(a)			400		384,624
Societe Generale SA 2.50%, 1/15/14(a)			205		201,360
Standard Chartered PLC 6.409%, 1/30/17(a)			100		95,000
UFJ Finance Aruba AEC 6.75%, 7/15/13			240		253,083
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(a)			190		155,565
Wachovia Corp. 5.50%, 5/01/13			410		426,022
					8,368,803
FINANCE–0.5%
General Electric Capital Corp. 4.65%, 10/17/21			127		141,037
SLM Corp. 7.25%, 1/25/22			145		153,337
Series A 5.375%, 5/15/14			248		256,671
					551,045
INSURANCE–2.4%
Allstate Corp. (The) 6.125%, 5/15/37			237		233,445
American International Group, Inc. 6.40%, 12/15/20			215		243,267
Coventry Health Care, Inc. 6.30%, 8/15/14			280		304,359
Genworth Financial, Inc. 6.515%, 5/22/18			158		151,409
Guardian Life Insurance Co. of America 7.375%, 9/30/39(a)			164		213,976
Hartford Financial Services Group, Inc. 4.00%, 3/30/15		U.S.$	85	$	89,145
5.50%, 3/30/20			200		208,811
Humana, Inc. 6.30%, 8/01/18			50		58,129
7.20%, 6/15/18			85		102,144
Lincoln National Corp. 8.75%, 7/01/19			113		142,298
Markel Corp. 7.125%, 9/30/19			200		232,637
Massachusetts Mutual Life Insurance Co. 8.875%, 6/01/39(a)			110		157,616
MetLife, Inc. 7.717%, 2/15/19			109		138,049
10.75%, 8/01/39			140		195,650
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			225		296,027
XL Group PLC 5.25%, 9/15/14			110		115,870
					2,882,832
OTHER FINANCE–0.4%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)			155		157,636
ORIX Corp. 4.71%, 4/27/15			312		325,337
					482,973
REITS–0.6%
HCP, Inc. 5.375%, 2/01/21			327		361,598
Health Care REIT, Inc. 5.25%, 1/15/22			325		344,748
					706,346
					12,991,999
UTILITY–3.6%
ELECTRIC–1.6%
Constellation Energy Group, Inc. 5.15%, 12/01/20			150		166,041
FirstEnergy Corp. Series C 7.375%, 11/15/31			310		389,134
MidAmerican Energy Holdings Co. 6.125%, 4/01/36			260		325,324
Nisource Finance Corp. 6.80%, 1/15/19			340		407,600
Pacific Gas & Electric Co. 4.50%, 12/15/41			125		132,240
SPI Electricity & Gas Australia Holdings Pty Ltd. 6.15%, 11/15/13(a)			235		244,845
TECO Finance, Inc. 4.00%, 3/15/16			95		101,658
5.15%, 3/15/20			120		137,161

5

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Union Electric Co. 6.70%, 2/01/19		U.S.$	45	$	56,668
					1,960,671
NATURAL GAS–2.0%
DCP Midstream LLC 5.35%, 3/15/20			108		117,867
Energy Transfer Partners LP
6.70%, 7/01/18			24		27,529
7.50%, 7/01/38			336		378,940
Enterprise Products Operating LLC 5.20%, 9/01/20			55		62,924
EQT Corp. 8.125%, 6/01/19			205		245,849
Kinder Morgan Energy Partners LP
3.95%, 9/01/22			321		325,209
4.15%, 3/01/22			89		91,494
ONEOK, Inc. 4.25%, 2/01/22			310		324,650
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			305		312,029
TransCanada PipeLines Ltd. 6.35%, 5/15/67			235		241,992
Williams Partners LP 5.25%, 3/15/20			173		194,375
					2,322,858
					4,283,529
NON CORPORATE SECTORS–0.7%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.7%
Gazprom OAO Via Gaz Capital SA 6.212%, 11/22/16(a)			340		368,883
Petrobras International Finance Co.–Pifco 5.75%, 1/20/20			275		300,817
VTB Bank OJSC Via VTB Capital SA 6.609%, 10/31/12(a)			135		136,856
					806,556
Total Corporates–Investment Grades (cost $32,340,804)					34,868,165
MORTGAGE PASS-THROUGHS–26.9%
AGENCY FIXED RATE 30-YEAR–22.5%
Federal Home Loan Mortgage Corp. Gold 4.50%, 10/01/39			2,798		2,989,329
Series 2005 5.50%, 1/01/35			3,131		3,419,617
Series 2007 5.50%, 7/01/35			121		132,676
Federal National Mortgage Association 3.50%, TBA	U.S.$		1,700	$	1,786,859
3.50%, 12/01/41			1,737		1,826,437
4.00%, 1/01/41–12/01/41			4,691		4,997,487
4.50%, TBA			1,105		1,185,285
5.50%, 5/01/38–6/01/38			1,602		1,743,083
6.00%, 5/01/31–7/01/39			1,775		1,948,673
Series 2002 7.00%, 3/01/32			18		20,584
Series 2003 5.00%, 11/01/33			121		131,537
5.50%, 4/01/33–7/01/33			424		466,865
Series 2004 5.50%, 4/01/34–11/01/34			385		423,259
6.00%, 9/01/34			215		238,781
Series 2005 4.50%, 8/01/35			362		388,737
5.00%, 10/01/35			970		1,050,192
5.50%, 2/01/35			469		516,697
Series 2006 5.00%, 2/01/36			195		211,288
Series 2007 4.50%, 9/01/35–8/01/37			496		532,238
5.00%, 7/01/36			146		158,029
Series 2008 6.00%, 3/01/37			1,562		1,724,177
Series 2010 6.00%, 2/01/40–4/01/40			552		605,604
Government National Mortgage Association Series 1994 9.00%, 9/15/24			2		1,901
					26,499,335
AGENCY FIXED RATE 15-YEAR–3.7%
Federal National Mortgage Association 3.00%, TBA			1,240		1,299,094
4.50%, TBA			915		980,623
4.50%, 6/01/26			2,012		2,154,445
					4,434,162
AGENCY ARMs–0.7%
Federal Home Loan Mortgage Corp. 5.143%, 11/01/35(c)			274		287,329
Federal National Mortgage Association Series 2003 2.78%, 12/01/33(d)			180		193,100
Series 2007 2.336%, 3/01/34(d)			300		315,671
					796,100
Total Mortgage Pass-Throughs (cost $30,530,187)					31,729,597

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
GOVERNMENTS–TREASURIES–15.0%
UNITED STATES–15.0%
U.S. Treasury Bonds 3.00%, 5/15/42	U.S.$		555	$	581,276
4.50%, 2/15/36			1,315		1,766,209
4.625%, 2/15/40			2,935		4,059,930
U.S. Treasury Notes 0.875%, 11/30/16			1,340		1,353,296
1.00%, 8/31/16			9,305		9,451,116
1.75%, 5/15/22			500		504,063
Total Governments–Treasuries (cost $16,392,936)					17,715,890
ASSET-BACKED SECURITIES–9.3%
AUTOS–FIXED RATE–4.3%
Ally Auto Receivables Trust Series 2012-1, Class A2 0.71%, 9/15/14			387		387,173
Ally Master Owner Trust Series 2010-3, Class A 2.88%, 4/15/15(a)			340		344,875
AmeriCredit Automobile Receivables Trust 0.96%, 1/09/17			355		354,958
Series 2011-5, Class A2 1.19%, 8/08/15			156		156,462
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16			245		244,863
CarMax Auto Owner Trust Series 2011-3, Class A3 1.07%, 6/15/16			176		175,402
Series 2012-1, Class A3 0.89%, 9/15/16			160		160,121
Exeter Automobile Receivables Trust Series 2012-1A, Class A 2.02%, 8/15/16(a)			224		224,439
Ford Auto Securitization Trust Series 2011-R3A, Class A2 1.96%, 7/15/15(a)		CAD	521		513,288
Ford Credit Auto Lease Trust Series 2011-B, Class A2 0.82%, 1/15/14	U.S.$		463		463,457
Mercedes-Benz Auto Lease Trust Series 2012-A, Class A2 0.66%, 4/15/14			388		388,034
Navistar Financial Corp. Owner Trust 0.85%, 3/18/15(a)			356		355,990
Nissan Auto Lease Trust Series 2012-A, Class A2A 0.68%, 7/15/14			285		285,099
Porsche Innovative Lease Owner Trust Series 2011-1, Class A3 1.09%, 9/22/14(a)	U.S.$		455	$	455,698
Santander Drive Auto Receivables Trust 1.06%, 8/17/15			221		220,986
Series 2012-3, Class A3 1.08%, 4/15/16			325		325,070
					5,055,915
AUTOS–FLOATING RATE–1.8%
Ford Credit Floorplan Master Owner Trust Series 2010-3, Class A2 1.942%, 2/15/17(a)(c)			430		443,003
Series 2012-1, Class A 0.712%, 1/15/16(c)			643		644,938
GE Dealer Floorplan Master Note Trust Series 2012-2, Class A 0.994%, 4/22/19(c)			485		485,000
Nissan Master Owner Trust Receivables Series 2012-A, Class A 0.712%, 5/15/17(c)			556		557,427
					2,130,368
CREDIT CARDS–FLOATING RATE–1.7%
American Express Credit Account Master Trust Series 2011-1, Class A 0.412%, 4/17/17(c)			735		735,848
Discover Card Master Trust Series 2009-A2, Class A 1.542%, 2/17/15(c)			185		185,244
Series 2010-A1, Class A1 0.892%, 9/15/15(c)			166		166,662
GE Capital Credit Card Master Note Trust 0.543%, 6/15/18(c)			300		300,001
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.942%, 2/15/17(a)(c)			320		320,168
Penarth Master Issuer PLC Series 2012-1A, Class A1 0.813%, 3/18/14(a)(c)			335		335,229
					2,043,152
OTHER ABS–FIXED RATE–0.7%
CNH Equipment Trust Series 2010-C, Class A3 1.17%, 5/15/15			247		248,160
Series 2012-A, Class A3 0.94%, 5/15/17			241		241,900

7

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15	U.S.$	155	$	155,740
GE Equipment Small Ticket LLC Series 2011-2A, Class A2 1.14%, 6/23/14(a)		202		201,991
				847,791
CREDIT CARDS–FIXED RATE–0.5%
Discover Card Master Trust 0.86%, 11/15/17		300		300,348
Series 2012-A1, Class A1 0.81%, 8/15/17		224		224,552
				524,900
HOME EQUITY LOANS–FIXED RATE–0.2%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.37%, 12/25/32		66		57,962
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.36%, 1/25/33		62		56,342
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33		146		132,516
				246,820
HOME EQUITY LOANS–FLOATING RATE–0.1%
HSBC Home Equity Loan Trust Series 2005-3, Class A1 0.504%, 1/20/35(c)		87		79,523
Option One Mortgage Loan Trust Series 2007-2, Class M1 0.605%, 3/25/37(c)(e)		113		858
				80,381
Total Asset-Backed Securities (cost $11,077,700)				10,929,327
COMMERCIAL MORTGAGE-BACKED SECURITIES–8.0%
NON-AGENCY FIXED RATE CMBS–7.5%
Banc of America Merrill Lynch Commercial Mortgage, Inc. Series 2006-5, Class A4 5.414%, 9/10/47		455		503,519
Greenwich Capital Commercial Funding Corp. Series 2005-GG5, Class AJ 5.417%, 4/10/37		235		164,490
Series 2007-GG9, Class A4 5.444%, 3/10/39		585		648,958
GS Mortgage Securities Corp. II Series 2004-GG2, Class A6 5.396%, 8/10/38		300		321,348
JP Morgan Chase Commercial Mortgage Securities Corp. Series 2006-CB14, Class A4 5.481%, 12/12/44	U.S.$	545	$	607,680
Series 2007-LD11, Class A4 6.009%, 6/15/49		550		603,792
Series 2010-C2, Class A1 2.749%, 11/15/43(a)		265		273,644
LB-UBS Commercial Mortgage Trust Series 2004-C4, Class A4 5.447%, 6/15/29		830		883,138
Series 2006-C1, Class A4 5.156%, 2/15/31		1,240		1,381,320
Series 2007-C2, Class A3 5.43%, 2/15/40		555		619,527
Merrill Lynch Mortgage Trust Series 2005-CIP1, Class A2 4.96%, 7/12/38		291		294,838
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-3, Class A2 5.291%, 7/12/46		653		666,564
Series 2006-4, Class AM 5.204%, 12/12/49		285		281,956
Series 2007-9, Class A4 5.70%, 9/12/49		1,105		1,213,221
UBS Brclays Commercial Mortgage Trust 3.525%, 6/10/22		327		324,353
				8,788,348
NON-AGENCY FLOATING RATE CMBS–0.5%
CW Capital Cobalt Ltd. Series 2007-C3, Class A4 6.007%, 5/15/46		555		613,511
Total Commercial Mortgage-Backed Securities (cost $8,739,324)				9,401,859
AGENCIES–6.0%
AGENCY DEBENTURES–4.6%
Federal National Mortgage Association 6.25%, 5/15/29		1,670		2,404,863
6.625%, 11/15/30		80		121,372
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20		3,365		2,932,116
				5,458,351
AGENCY SUBORDINATED–1.4%
Federal Home Loan Mortgage Corp. 2.375%, 1/13/22		1,606		1,648,164
Total Agencies (cost $6,375,640)				7,106,515

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
QUASI-SOVEREIGNS–1.6%
QUASI-SOVEREIGN BONDS–1.6%
INDONESIA–0.3%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(a)	U.S.$		360	$	376,200
KAZAKHSTAN–0.2%
KazMunayGas National Co. 7.00%, 5/05/20(a)			212		240,620
MALAYSIA–0.4%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			420		482,642
MEXICO–0.1%
Petroleos Mexicanos 5.50%, 6/27/44(a)			116		118,610
SOUTH KOREA–0.3%
Korea National Oil Corp. 3.125%, 4/03/17(a)			310		316,114
UNITED ARAB EMIRATES–0.3%
IPIC GMTN Ltd. 3.75%, 3/01/17(a)			360		374,400
Total Quasi-Sovereigns (cost $1,771,663)					1,908,586
CORPORATES–NON-INVESTMENT GRADES–1.2%
INDUSTRIAL–0.9%
BASIC–0.2%
LyondellBasell Industries NV 5.75%, 4/15/24(a)			200		212,294
CAPITAL GOODS–0.3%
Ball Corp. 5.00%, 3/15/22			195		202,800
BE Aerospace, Inc. 5.25%, 4/01/22			190		195,700
					398,500
CONSUMER CYCLICAL–ENTERTAINMENT–0.0%
Greektown Holdings LLC 10.75%, 12/01/13(e)(f)(g)			55		0
CONSUMER CYCLICAL–OTHER–0.3%
Host Hotels & Resorts LP 5.25%, 3/15/22(a)			125		128,125
Wynn Las Vegas LLC/Wynn Las Vegas Capital Corp. 5.375%, 3/15/22(a)			190		188,575
					316,700
CONSUMER CYCLICAL–RETAILERS–0.0%
Dollar General Corp. 4.125%, 7/15/17			50		50,687
CONSUMER NON-CYCLICAL–0.0%
Voyager Learning Exchange 8.375%, 12/01/14(e)(g)(h)			70		0
ENERGY–0.1%
Cimarex Energy Co. 5.875%, 5/01/22	U.S.$		93	$	96,604
					1,074,785
FINANCIAL INSTITUTIONS–0.2%
BANKING–0.2%
ABN Amro Bank NV 4.31%, 3/10/16		EUR	125		104,404
LBG Capital No.1 PLC 8.00%, 6/15/20(a)		U.S.$	175		147,000
					251,404
UTILITY–0.1%
ELECTRIC–0.1%
CMS Energy Corp. 5.05%, 3/15/22			98		101,649
Total Corporates–Non-Investment Grades (cost $1,245,315)					1,427,838
GOVERNMENTS–SOVEREIGN BONDS–0.7%
INDONESIA–0.3%
Indonesia Government International Bond 5.25%, 1/17/42(a)			350		366,188
QATAR–0.4%
State of Qatar 4.50%, 1/20/22(a)			360		397,260
Total Governments–Sovereign Bonds (cost $699,954)					763,448
INFLATION-LINKED SECURITIES–0.6%
UNITED STATES–0.6%
U.S. Treasury Inflation Index 3.00%, 7/15/12 (TIPS) (cost $732,282)			730		730,721
COLLATERALIZED MORTGAGE OBLIGATIONS–0.5%
NON-AGENCY FIXED RATE–0.3%
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.771%, 5/25/35			169		147,695
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 2.959%, 7/25/36			304		156,117
					303,812
NON-AGENCY FLOATING RATE–0.2%
Countrywide Alternative Loan Trust Series 2005-62, Class 2A1 1.147%, 12/25/35(c)			83		46,215

9

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
WaMu Mortgage Pass Through Certificates Series 2007-OA1, Class A1A 0.858%, 2/25/47(c)	U.S.$	256	$	148,093
				194,308
AGENCY FIXED RATE–0.0%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.805%, 5/28/35		50		34,753
Total Collateralized Mortgage Obligations (cost $862,540)				532,873
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.5%
UNITED STATES–0.5%
California GO 7.625%, 3/01/40 (cost $413,406)		405		523,600
	Shares
PREFERRED STOCKS–0.2%
FINANCIAL INSTITUTIONS–0.2%
FINANCE–0.1%
Citigroup Capital XII 8.50%		7,000		175,875
REITS–0.1%
Sovereign Real Estate Investment Trust 12.00%(a)		93		97,287
Total Preferred Stocks (cost $262,658)				273,162
GOVERNMENTS–SOVEREIGN AGENCIES–0.1%
GERMANY–0.1%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17 (cost $71,309)	U.S.$	70	$	81,977
	Shares
COMMON STOCKS–0.0%
Greektown Superholdings, Inc.(e)(f)(g) (cost $4)		41		2,460
WARRANTS–0.0%
Talon Equity Co., expiring 11/15/24(e)(f)(g) (cost $0)		47		0
	Principal Amount (000)
SHORT-TERM INVESTMENTS–3.4%
TIME DEPOSIT–3.4%
State Street Time Deposit 0.01%, 7/02/12 (cost $3,978,313)	U.S.$	3,978		3,978,313
TOTAL INVESTMENTS–103.6% (cost $115,494,035)				121,974,331
Other assets less liabilities–(3.6)%				(4,186,328	)
NET ASSETS–100.0%			$	117,788,003

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Sold Contracts
U.S. T-Note 2 Yr Futures		13		September 2012	$	2,863,525	$	2,862,437	$	1,088

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC Wholesale: Norwegian Krone settling 7/12/12		7,057	$	1,179,027	$	1,185,945	$	6,918
Royal Bank of Scotland PLC: Mexican Peso settling 7/26/12		16,068		1,140,934		1,201,843		60,909

10

AllianceBernstein Variable Products Series Fund

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Sale Contracts
Royal Bank of Canada: Canadian Dollar settling 8/10/12		521	$	507,928	$	511,293	$	(3,365	)
Royal Bank of Scotland PLC: Euro settling 8/03/12		1,008		1,275,388		1,276,103		(715	)
State Street Bank & Trust Co.: Great British Pound settling 8/03/12		59		91,956		91,738		218
							$	63,965

INTEREST RATE SWAP TRANSACTIONS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	1,390		1/30/17		1.059	%		3 Month LIBOR	$	(14,820	)
JPMorgan Chase Bank, NA		1,520		2/7/22		2.043	%		3 Month LIBOR		(52,135	)
										$	(66,955	)

(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, 2012, the aggregate market value of these securities amounted to $13,335,179 or 11.3% of net assets.

(b) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2012.

(c) Floating Rate Security. Stated interest rate was in effect at June 30, 2012.

(d) Variable rate coupon, rate shown as of June 30, 2012.

(e) Illiquid security.

(f) Non-income producing security.

(g) Fair valued.

(h) Security is in default and is non-income producing.

Currency Abbreviations:

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

Glossary:

ABS—Asset-Backed Securities

ARMs—Adjustable Rate Mortgages

CMBS—Commercial Mortgage-Backed Securities

GO—General Obligation

LIBOR—London Interbank Offered Rates

OJSC—Open Joint Stock Company

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

11

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $115,494,035)	$	121,974,331
Cash		3,575	(a)
Receivable for investment securities sold		1,680,213
Interest and dividends receivable		872,883
Unrealized appreciation of forward currency exchange contracts		68,045
Receivable for capital stock sold		27,413
Receivable for variation margin on futures contracts		406
Total assets		124,626,866
LIABILITIES
Payable for investment securities purchased		6,424,165
Payable for capital stock redeemed		199,042
Unrealized depreciation on interest rate swap contracts		66,955
Advisory fee payable		45,313
Administrative fee payable		19,952
Distribution fee payable		6,685
Unrealized depreciation of forward currency exchange contracts		4,080
Transfer Agent fee payable		161
Accrued expenses		72,510
Total liabilities		6,838,863
NET ASSETS	$	117,788,003
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,170
Additional paid-in capital		99,228,034
Undistributed net investment income		6,798,914
Accumulated net realized gain on investment and foreign currency transactions		5,187,750
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		6,564,135
	$	117,788,003

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	86,466,035		6,711,490	$	12.88
B	$	31,321,968		2,458,667	$	12.74

(a) An amount of $3,575 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2012.

See notes to financial statements.

12

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	2,147,960
Dividends		13,018
		2,160,978
EXPENSES
Advisory fee (see Note B)		283,018
Distribution fee—Class B		40,327
Transfer agency—Class A		1,113
Transfer agency—Class B		386
Custodian		69,930
Administrative		30,509
Audit		24,156
Legal		15,061
Printing		8,858
Directors’ fees		1,977
Miscellaneous		5,732
Total expenses		481,067
Net investment income		1,679,911
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		2,169,288
Futures contracts		13,438
Swap contracts		(269,394	)
Foreign currency transactions		(198,583	)
Net change in unrealized appreciation/depreciation of:
Investments		125,787
Futures contracts		3,459
Swap contracts		41,994
Foreign currency denominated assets and liabilities and other assets		(178,861	)
Net gain on investment and foreign currency transactions		1,707,128
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,387,039

See notes to financial statements.

13

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,679,911		$	4,962,166
Net realized gain on investment and foreign currency transactions		1,714,749			4,100,096
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		(7,621	)		277,835
Net increase in net assets from operations		3,387,039			9,340,097
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(5,325,732	)
Class B		–0	–		(1,547,372	)
Net realized gain on investment transactions
Class A		–0	–		(406,275	)
Class B		–0	–		(125,758	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(25,600,521	)		(20,557,001	)
Total decrease		(22,213,482	)		(18,622,041	)
NET ASSETS
Beginning of period		140,001,485			158,623,526
End of period (including undistributed net investment income of $6,798,914 and $5,119,003, respectively)	$	117,788,003		$	140,001,485

See notes to financial statements.

14

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”), is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

2. Fair Value Measurements

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

15

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Corporates—Investment Grades

$

68,228

$

34,799,937

$

–0

–

$

34,868,165

Mortgage Pass-Throughs

–0

–

31,729,597

–0

–

31,729,597

Governments—Treasuries

–0

–

17,715,890

–0

–

17,715,890

Asset-Backed Securities

–0

–

9,269,335

1,659,992

10,929,327

Commercial Mortgage-Backed Securities

–0

–

5,905,362

3,496,497

9,401,859

Agencies

–0

–

7,106,515

–0

–

7,106,515

Quasi-Sovereigns

–0

–

1,908,586

–0

–

1,908,586

Corporates—Non-Investment Grades

–0

–

1,427,838

–0

–^

1,427,838

Governments—Sovereign Bonds

–0

–

763,448

–0

–

763,448

Inflation-Linked Securities

–0

–

730,721

–0

–

730,721

Collateralized Mortgage Obligations

–0

–

–0

–

532,873

532,873

Local Governments—Municipal Bonds

–0

–

523,600

–0

–

523,600

Preferred Stocks

175,875

97,287

–0

–

273,162

Governments—Sovereign Agencies

–0

–

81,977

–0

–

81,977

Common Stocks

–0

–

–0

–

2,460

2,460

Warrants

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments

–0

–

3,978,313

–0

–

3,978,313

Total Investments in Securities

244,103

116,038,406

5,691,822

121,974,331

Other Financial Instruments*:

Assets:

Futures Contracts

1,088

–0

–

–0

–

1,088

#

Forward Currency Exchange Contracts

–0

–

68,045

–0

–

68,045

Liabilities:

Forward Currency Exchange Contracts

–0

–

(4,080

)

–0

–

(4,080

)

Interest Rate Swap Contracts

–0

–

(66,955

)

–0

–

(66,955

)

Total

$

245,191

$

116,035,416

$

5,691,822

$

121,972,429

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

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, 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 futures contracts as reported in the portfolio of investments.

16

AllianceBernstein Variable Products Series Fund

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the beginning of the reporting period.

	Asset- Backed Securities			Commercial Mortgage- Backed Securities			Corporates  - Non-Investment Grades^
Balance as of 12/31/11	$	1,028,906		$	1,587,514		$	–0	–
Accrued discounts/(premiums)		74			12,028			–0	–
Realized gain (loss)		(43,009	)		–0	–		–0	–
Change in unrealized appreciation/depreciation		65,977			67,314			–0	–
Purchases		726,114			1,829,641			–0	–
Sales		(118,070	)		–0	–		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/12	$	1,659,992		$	3,496,497		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/12 *	$	65,977		$	67,314		$	–0	–
	Collateralized Mortgage Obligations			Common Stocks			Warrants^
Balance as of 12/31/11	$	776,784		$	2,870		$	–0	–
Accrued discounts/(premiums)		4			–0	–		–0	–
Realized gain (loss)		(244,157	)		–0	–		–0	–
Change in unrealized appreciation/depreciation		311,556			(410	)		–0	–
Purchases		–0	–		–0	–		–0	–
Sales		(346,738	)		–0	–		–0	–
Transfers in to Level 3		35,424			–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/12	$	532,873		$	2,460		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/12 *	$	38,009		$	(410	)	$	–0	–
	Total
Balance as of 12/31/11	$	3,396,074
Accrued discounts/(premiums)		12,106
Realized gain (loss)		(287,166	)
Change in unrealized appreciation/depreciation		444,437
Purchases		2,555,755
Sales		(464,808	)
Transfers in to Level 3		35,424
Transfers out of Level 3		–0	–
Balance as of 6/30/12	$	5,691,822
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/12 *	$	170,890

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

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

17

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The following presents information about significant unobservable inputs related to the Fund’s material categories of Level 3 investments at June 30, 2012:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 6/30/2012	Valuation Technique	Unobservable Input	Range
Asset-backed Securities	$1,659,992	Discounted Cash Flow	Loss Severity Constant Prepayment Rate Probability of Default Yield	0-99 0-25% 0-8.3 CDR 0.69566-11
Commercial Mortgage-Backed Securities	$3,496,497	Discounted Cash Flow	Yield Spread over Treasury	2.734-18.023 184-1735
		Broker Quotes	Market Quotes	110.542569

Glossary:

CDR—Constant Default Rate

Asset-Backed Securities, Commercial Mortgage-Backed Securities and Collateralized Mortgage Obligations

Within the non-Agency Mortgage Backed (RMBS and CMO) as well as the non-Credit Card or non-Auto Loan backed Asset Backed Securities, due to the relative illiquidity of these markets, the inability of the Fund to observe trading activity in the markets, and the broker quotes not being indicative to trade, the Fund has determined securities in these sectors generally warrant a Level 3 classification.

Because of the wide range of spreads and relatively low trading activity of similar securities, the Fund’s Valuation Committee engages in a regular review process of such securities which meets as often as daily, and involves (as needed) participation from the Mortgage Trading Desk, Fixed Income Research, Risk, Pricing Group, Fund Accounting and Legal. The Fund’s Pricing Group gathers prices from Pricing Direct and IDC (and other vendors as deemed appropriate over time) and from major recognized brokers who make a market in these instruments. The Fund’s trading desk reports on trading activity and engages in dialogue with the trading personnel at the brokers. This review covers the entire portfolio of securities in this sector.

Because the Fund has declared these instruments as Level 3 (due to wide spreads, low quality ratings, and relatively low trading activity), significant inputs (including Constant Prepayment Rate (“CPR”), Loss Severity, and Probability of Default) generally considered observable are deemed unobservable in these asset classes. The Fund’s Valuation Committee periodically reviews these asset classes (as a standing practice) to confirm that the status remains unchanged.

The significant unobservable inputs used in the fair value measurement of the Fund’s Collateralized Mortgage Obligation Securities are CPR, Loss Severity, and Probability of Default. On non-evaluated assets, broker quotes are used when other market information not available to produce an evaluation and are considered non-observable. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.

The significant unobservable inputs used in the fair value measurement of the Fund’s Private Corporate and Asset Backed Securities are the spread over the public curve as well as the spreads or yields on the non-rated instruments.

18

AllianceBernstein Variable Products Series Fund

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion and .35% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2012, such fee amounted to $30,509.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

19

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $141, 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 of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

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

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, 2012 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	26,962,573	$	17,095,064
U.S. government securities		55,817,046		78,567,314

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

Gross unrealized appreciation	$	7,187,974
Gross unrealized depreciation		(707,678	)
Net unrealized appreciation	$	6,480,296

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 Contracts

The Portfolio may buy or sell futures contracts for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market or for investment purposes. 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 contracts 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 contracts 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”.

20

AllianceBernstein Variable Products Series Fund

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

Use of long futures contracts 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 contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2012, the Portfolio held futures contracts 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. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

During the six months ended June 30, 2012, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Swap Agreements

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 swap agreements 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 agreement.

Risks may arise as a result of the failure of the counterparty to the swap contract to comply with the terms of the swap contract. 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 contract 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

21

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio accrues for the interim payments on swap contracts on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swap contracts 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 swap contracts. Fluctuations in the value of swap contracts are recorded as a component of net change in unrealized appreciation/depreciation of swap contracts on the statement of operations.

Interest Rate Swaps:

The Portfolio is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Portfolio holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Portfolio may enter into interest rate swap contracts. 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, 2012, the Portfolio held interest rate swap contracts 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 agreement, the Portfolio receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. The accrual for these interim payments is recorded within unrealized appreciation/depreciation of swap contracts on the statement of assets and liabilities. Upfront premiums paid or received in connection with credit default swap contracts 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. If the Portfolio is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap agreement, 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 contract (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

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

During the six months ended June 30, 2012, the Portfolio held credit default swap contracts for hedging purposes.

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

22

AllianceBernstein Variable Products Series Fund

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.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swap agreements entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2012, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $66,955. If a trigger event had occurred at June 30, 2012, for those derivatives in a net liability position, an amount of $66,955 would be required to be posted by the Portfolio.

At June 30, 2012, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	68,045		Unrealized depreciation of forward currency exchange contracts	$	4,080
Interest rate contracts					Unrealized depreciation on interest rate swap contracts		66,955
Interest rate contracts	Receivable/Payable for variation margin on futures contracts		1,088	*
Total			$69,133				$71,035

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

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	$	(102,309	)	$	61,505
Credit contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts		(289,320	)		108,949

23

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on swap contracts; Net change in unrealized appreciation/depreciation of swap contracts	$	19,926		$	(66,955	)
Interest rate contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		13,438			3,459
Total		$	(358,265	)	$	106,958

For the six months ended June 30, 2012, the average monthly principal amount of foreign currency exchange contracts was $11,063,888 the average monthly original value of futures contracts was $3,725,294 and the average monthly notional amount of interest rate swaps was $3,452,278. For two months of the period, the average monthly notional amount of credit default swaps was $7,051,433.

2. Currency Transactions

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

3. Dollar Rolls

The Portfolio may enter into dollar rolls. Dollar rolls involve sales by the Portfolio of securities for delivery in the current month and the Portfolio’s simultaneously contracting to repurchase substantially similar (same type and coupon) securities on a specified future date. During the roll period, the Portfolio forgoes principal and interest paid on the securities. The Portfolio is compensated by the difference between the current sales price and the lower forward price for the future purchase (often referred to as the “drop”) as well as by the interest earned on the cash proceeds of the initial sale. Dollar rolls involve the risk that the market value of the securities the Portfolio is obligated to repurchase under the agreement may decline below the repurchase price. Dollar rolls are speculative techniques and may be considered to be borrowings by the Portfolio. For the six months ended June 30, 2012, the Portfolio earned drop income of $45,761 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

Under a reverse repurchase agreement, the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value at least equal to the repurchase price. For the six months ended June 30, 2012, the Portfolio had no transactions in reverse repurchase agreements.

24

AllianceBernstein Variable Products Series Fund

NOTE E: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		85,284			326,624		$	1,082,670		$	4,048,336
Shares issued in reinvestment of dividends and distributions		–0	–		473,329			–0	–		5,732,006
Shares redeemed		(1,831,804	)		(1,998,010	)		(23,190,323	)		(24,835,417	)
Net decrease		(1,746,520	)		(1,198,057	)	$	(22,107,653	)	$	(15,055,075	)
Class B
Shares sold		88,117			297,861		$	1,107,305		$	3,645,115
Shares issued in reinvestment of dividends and distributions		–0	–		139,311			–0	–		1,673,131
Shares redeemed		(366,777	)		(882,320	)		(4,600,173	)		(10,820,172	)
Net decrease		(278,660	)		(445,148	)	$	(3,492,868	)	$	(5,501,926	)

NOTE F: Risks Involved in Investing in the Portfolio

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

Prior to September 15, 2008, the Portfolio had swap counterparty exposure to Lehman Brothers Holdings Inc. (“Lehman Brothers”), as a guarantor for Lehman Brothers Special Financing Inc. (“LBSF”), which filed for bankruptcy on September 15, 2008. As a result, on September 15, 2008, the Portfolio terminated all outstanding swap contracts with LBSF prior to their scheduled maturity dates in accordance with the terms of the swap agreements. Upon the termination of the swap contracts, Lehman Brothers’ obligations to the Portfolio amounted to $920,116. The Portfolio’s claim to these obligations is subject to the pending bankruptcy proceeding against the Lehman Brothers estate (the “Bankruptcy Claim”). In accordance with its error correction policy, the Adviser has agreed to make the Portfolio whole in respect of the amount of the recovery that would be paid on the Bankruptcy Claim in the event the Bankruptcy Claim is not honored by the Lehman Brothers estate, or with respect to any diminution in value upon the sale of the Bankruptcy Claim, in either case resulting from the manner in which the Bankruptcy Claim was processed by the Adviser. On April 9, 2012, the portfolio management team determined to dispose of the position held by the Portfolio that reflects the Bankruptcy Claim (thereby realizing upon the corresponding undertaking of the Adviser to make payment in respect of said Claim to make the Portfolio whole). On that date, the Bankruptcy Claim was being valued at $457,758 (49.75% of the Bankruptcy Claim), based upon the estimated recovery value. Accordingly, on April 13, 2012, the Adviser reimbursed the Portfolio in an amount equal to $457,758.

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

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

25

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

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

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

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	6,977,197	$	8,816,158
Net long-term capital gains		427,940		–0	–
Total taxable distributions paid	$	7,405,137	$	8,816,158

26

AllianceBernstein Variable Products Series Fund

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	5,400,794
Undistributed capital gains		3,087,741
Accumulated capital and other losses		(52	)(a)
Unrealized appreciation/(depreciation)		6,675,277	(b)
Total accumulated earnings/(deficit)	$	15,163,760

(a) As of December 31, 2011, the cumulative deferred loss on straddles was $52.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of Treasury inflation-protected securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2011, the Portfolio did not have any capital loss carryforwards.

NOTE I: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

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.

27

INTERMEDIATE BOND PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30,  2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$12.54			$12.39			$11.98			$10.50			$11.78			$11.78
Income From Investment Operations
Net investment income (a)		.17			.42			.48			.52			.51			.54
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.17			.38			.60			1.37			(1.22	)		.01
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.34			.80			1.08			1.89			(.71	)		.55
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.60	)		(.67	)		(.41	)		(.57	)		(.55	)
Distributions from net realized gain on investment transactions		–0	–		(.05	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.65	)		(.67	)		(.41	)		(.57	)		(.55	)
Net asset value, end of period		$12.88			$12.54			$12.39			$11.98			$10.50			$11.78
Total Return
Total investment return based on net asset value (c)		2.71	%*		6.64	%		9.20	%*		18.51	%*		(6.38	)%*		4.85	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$86,466			$106,028			$119,599			$129,647			$129,111			$66,305
Ratio to average net assets of:
Expenses		.70	%(d)		.65	%		.68	%(e)		.69	%		.64	%		.78	%
Net investment income		2.73	%(d)		3.42	%		3.90	%(e)		4.69	%		4.72	%		4.58	%
Portfolio turnover rate		66	%		108	%		94	%		102	%		106	%		90	%

See footnote summary on page 29.

28

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six  Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$12.41			$12.26			$11.86			$10.40			$11.67			$11.67
Income From Investment Operations
Net investment income (a)		.16			.39			.44			.49			.48			.50
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.17			.37			.60			1.36			(1.21	)		.02
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.33			.76			1.04			1.85			(.73	)		.52
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.56	)		(.64	)		(.39	)		(.54	)		(.52	)
Distributions from net realized gain on investment transactions		–0	–		(.05	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.61	)		(.64	)		(.39	)		(.54	)		(.52	)
Net asset value, end of period		$12.74			$12.41			$12.26			$11.86			$10.40			$11.67
Total Return
Total investment return based on net asset value (c)		2.66	%*		6.38	%		8.93	%*		18.20	%*		(6.59	)%*		4.60	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$31,322			$33,973			$39,025			$41,341			$40,929			$20,289
Ratio to average net assets of:
Expenses		.95	%(d)		.90	%		.93	%(e)		.94	%		.89	%		1.03	%
Net investment income		2.49	%(d)		3.17	%		3.64	%(e)		4.44	%		4.47	%		4.32	%
Portfolio turnover rate		66	%		108	%		94	%		102	%		106	%		90	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2012 and the years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.05%, 0.04%, 0.01% and 0.09%, respectively.

See notes to financial statements.

29

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

ADVISORY FEES, NET ASSETS, & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁴ Also shown are the Portfolio’s net assets on September 30, 2011.

Category	Advisory Fee Based on % of Average Daily Net Assets	September 30, 2011 Net Assets ($MM)
Low Risk Income	45 bp on 1st $2.5 billion 40 bp on next $2.5 billion 35 bp on the balance	$	147.3

1 The information in the fee evaluation was completed on October 20, 2011 and discussed with the Board of Directors on November 1-3, 2011.

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

3 Jones v. Harris at 1427.

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

30

AllianceBernstein Variable Products Series Fund

The Portfolio’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $75,195 (0.04% of the Portfolio’s average daily net assets) for providing such services.

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

Portfolio	Total Expense Ratio	Fiscal Year
Intermediate Bond Portfolio	Class A    0.68% Class B    0.93%	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 some of these services. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund since establishing a new mutual fund requires a large upfront investment and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. Finally, in recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁵ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portolio’s advisory fee based on September 30, 2011 net assets.⁶

Fund	Net Assets 9/30/11 ($MM)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee (%)		Fund Advisory Fee (%)
Intermediate Bond Portfolio	$147.3	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum Account Size: $25 million		0.261		0.450

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. Intermediate Duration Portfolio of SCB Fund has a similar investment style as the Portfolio. Set forth below is Intermediate

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.

31

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio versus the Portfolio’s advisory fees based on September 30, 2011 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Intermediate Duration Portfolio	50 bp on 1st $1 billion 45 bp on next $2 billion 40 bp on next $2 billion 35 bp on next $2 billion 30 on the balance		0.500%		0.450%

Certain of the AllianceBernstein Mutual Funds (“ABMF”), which the Adviser manages, have a similar investment style as the Portfolio and their fee schedules are set forth below. ABMF was also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc.—Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc.—Intermediate Duration Institutional Portfolio was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio and the Portfolio’s advisory fee based on September 30, 2011 net assets:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Bond Fund, Inc.—Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450%		0.450%
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio7	0.50% on first $1 billion 0.45% on the balance		0.500%		0.450%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2011 net assets.

Fund		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Client # 1	AB Sub-Advisory Fee Schedule: 0.29% on first $100 million 0.20% thereafter		0.261%		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.

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 manage a sub-advisory relationship for a different fee than it would be willing to manage investment company assets.

7 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund.

32

AllianceBernstein Variable Products Series Fund

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”)⁹ and the Portfolio’s contractual management fee ranking.¹⁰

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

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹¹

Fund	Contractual Management Fee (%)12		Lipper Exp. Group Median (%)		Lipper Group Rank
Intermediate Bond Portfolio		0.450		0.513		2/16

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

Fund	Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Intermediate Bond Portfolio		0.677		0.659		11/16		0.621		26/33

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

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 2010, relative to 2009.

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

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

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

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

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

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

33

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent and distribution services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and front-end sales loads.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2010, ABI received $102,923 in Rule 12b-1 fees from the Portfolio.

The Adviser may compensate ABI for payments made by ABI to brokers for registration fees and services related to printing, distribution and advertising in connection with Class B shares. During the fiscal year ended December 31, 2010, the Adviser determined that it made payments in the amount of $292,991 on behalf of the Portfolio to ABI.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁴ ABI paid approximately $400,000 in 2010 and expects to pay approximately $400,000 in 2011 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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁶ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

In February 2008, an independent consultant, retained by the Senior Officer, 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

14 The fee is inclusive of other Portfolios of the Fund (Equity and Blend), which are not discussed in this summary.

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

16 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

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 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.

34

AllianceBernstein Variable Products Series Fund

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 $402 billion as of September 30, 2011, 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 rankings²⁰ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended July 31, 2011.²²

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Intermediate Bond Portfolio
1 year		5.88		5.68		5.42		3/10		5/18
3 year		8.66		7.52		7.52		3/10		5/18
5 year		6.57		6.01		6.07		4/10		8/17
10 year		5.28		4.83		5.16		3/9		7/16

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Fund (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 July 31, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio		5.88		8.66		6.57		5.28		5.71		4.62		0.67		10
Barclays Capital U.S. Government Bond Index		3.26		5.52		6.19		5.33		6.08		4.59		0.71		10
Inception Date: September 17, 1992

CONCLUSION:

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

Dated: November 28, 2011

20 The performance returns and rankings of the Portfolio are for the Portfolio’s Class A shares. It should be noted that performance returns of the Portfolio were provided by Lipper.

21 The Portfolio’s PG/PU may not be identical to its respective EG/EU as the criteria for including/excluding a fund to/from PG/PU is somewhat different than that of EG/EU.

22 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.

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 July 31, 2011.

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. 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 regarded as better performing than a fund with a lower Sharpe Ratio.

35

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

INTERNATIONAL GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,031.20	$	4.90		0.97	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.04	$	4.87		0.97	%
Class B
Actual	$	1,000	$	1,029.50	$	6.16		1.22	%
Hypothetical (5% return before expenses)	$	1,000	$	1,018.80	$	6.12		1.22	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
British American Tobacco PLC	$	4,786,433		3.4	%
Nestle SA		4,092,827		2.9
Anheuser-Busch InBev NV		4,000,560		2.9
Samsung Electronics Co., Ltd.		3,431,116		2.4
Partners Group Holding AG		3,299,695		2.4
BG Group PLC		3,144,705		2.2
AIA Group Ltd.		2,766,009		2.0
Prudential PLC		2,656,882		1.9
FANUC Corp.		2,531,467		1.8
Shire PLC		2,295,867		1.6
	$	33,005,561		23.5	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	25,225,089		18.2	%
Consumer Staples		20,998,671		15.2
Consumer Discretionary		18,894,363		13.7
Information Technology		17,210,966		12.4
Industrials		13,813,926		10.0
Energy		13,671,287		9.9
Materials		11,552,611		8.3
Health Care		11,312,802		8.2
Utilities		2,166,980		1.6
Short-Term Investments		3,529,627		2.5
Total Investments	$	138,376,322		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 Fund’s prospectus.

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	34,400,723		24.9	%
Switzerland		12,796,587		9.2
France		10,967,612		7.9
Japan		10,519,557		7.6
Germany		8,401,939		6.1
China		6,766,017		4.9
Brazil		6,114,741		4.4
Hong Kong		5,658,500		4.1
Belgium		4,518,855		3.3
South Korea		4,379,954		3.2
South Africa		3,588,979		2.6
Russia		3,056,433		2.2
Italy		2,929,964		2.1
Other		20,746,834		15.0
Short-Term Investments		3,529,627		2.5
Total Investments	$	138,376,322		100.0	%

* All data are as of June 30, 2012. 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: Canada, Denmark, India, Indonesia, Ireland, Israel, Mexico, Netherlands, Singapore, Sweden, Taiwan, Thailand and United States.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–95.5%
FINANCIALS–18.0%
CAPITAL MARKETS–3.9%
Aberdeen Asset Management PLC		376,260	$	1,532,504
Azimut Holding SpA		62,905		645,858
Partners Group Holding AG		18,553		3,299,695
				5,478,057
COMMERCIAL BANKS–7.0%
Bangkok Bank PCL (NVDR)		277,900		1,690,724
Bank Mandiri Persero TBK PT		974,000		755,752
Bank Rakyat Indonesia Persero Tbk PT		870,000		595,867
HDFC Bank Ltd.		64,710		657,162
HSBC Holdings PLC		199,321		1,756,385
Itausa-Investimentos Itau SA (Preference Shares)		146,355		619,376
Sberbank of Russia (Sponsored ADR)(a)		92,965		1,005,881
Standard Chartered PLC		63,327		1,375,651
United Overseas Bank Ltd.(a)		96,000		1,425,555
				9,882,353
CONSUMER FINANCE–0.3%
Muthoot Finance Ltd.(b)		144,060		350,842
DIVERSIFIED FINANCIAL SERVICES–2.1%
Deutsche Boerse AG		18,070		974,895
FirstRand Ltd.		228,550		739,782
IG Group Holdings PLC		162,058		1,218,050
				2,932,727
INSURANCE–3.9%
AIA Group Ltd.		800,800		2,766,009
Prudential PLC		229,140		2,656,882
				5,422,891
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.4%
BR Malls Participacoes SA		47,800		547,374
THRIFTS & MORTGAGE FINANCE–0.4%
Housing Development Finance Corp.		52,000		610,845
				25,225,089
CONSUMER STAPLES–15.0%
BEVERAGES–4.9%
Anheuser-Busch InBev NV		50,742		4,000,560
Cia de Bebidas das Americas (Preference Shares)		22,148		852,398
Grupo Modelo SAB de CV		89,130		788,424
Pernod-Ricard SA(a)		11,370		1,215,818
				6,857,200
FOOD & STAPLES RETAILING–1.0%
Brazil Pharma SA		97,400	$	521,309
Olam International Ltd.(a)		297,262		430,538
Raia Drogasil SA		44,000		443,615
				1,395,462
FOOD PRODUCTS–4.3%
Danone		29,866		1,856,069
Nestle SA		68,582		4,092,827
				5,948,896
HOUSEHOLD PRODUCTS–1.4%
Reckitt Benckiser Group PLC		38,040		2,010,680
TOBACCO–3.4%
British American Tobacco PLC		94,147		4,786,433
				20,998,671
CONSUMER DISCRETIONARY–13.5%
AUTOMOBILES–2.4%
Nissan Motor Co., Ltd.		219,100		2,080,515
Volkswagen AG (Preference Shares)		8,149		1,291,028
				3,371,543
DISTRIBUTORS–0.8%
Li & Fung Ltd.		550,000		1,063,500
DIVERSIFIED CONSUMER SERVICES–0.3%
Estacio Participacoes SA		28,600		346,019
HOTELS, RESTAURANTS & LEISURE–0.2%
Ajisen China Holdings Ltd.(a)		365,500		255,281
INTERNET & CATALOG RETAIL–0.7%
Rakuten, Inc.		98,800		1,021,460
MEDIA–1.9%
Eutelsat Communications		13,834		425,558
Informa PLC		111,283		664,021
Naspers Ltd.		14,550		777,151
SES SA (FDR)		33,764		798,307
				2,665,037
SPECIALTY RETAIL–3.6%
Belle International Holdings Ltd.		723,000		1,240,502
Fast Retailing Co., Ltd.		5,400		1,080,495
Hennes & Mauritz AB–Class B		34,260		1,229,725
Yamada Denki Co., Ltd.		14,240		729,065
Zhongsheng Group Holdings Ltd.(a)		683,000		834,822
				5,114,609
TEXTILES, APPAREL & LUXURY GOODS–3.6%
Brunello Cucinelli SpA(b)		46,693		664,171
Cie Financiere Richemont SA		40,422		2,219,562
LVMH Moet Hennessy Louis Vuitton SA		12,090		1,839,973

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Trinity Ltd.		526,000	$	333,208
				5,056,914
				18,894,363
INFORMATION TECHNOLOGY–11.7%
COMMUNICATIONS EQUIPMENT–0.4%
ZTE Corp.–Class H(a)		304,200		594,151
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.6%
Murata Manufacturing Co., Ltd.		15,500		815,309
INTERNET SOFTWARE & SERVICES–3.6%
Baidu, Inc. (Sponsored ADR)(b)		17,530		2,015,599
Mail.ru Group Ltd. (GDR)(b)(c)		24,250		825,858
Tencent Holdings Ltd.		74,800		2,208,939
				5,050,396
IT SERVICES–0.8%
Tata Consultancy Services Ltd.		49,020		1,131,776
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–4.2%
ARM Holdings PLC		131,425		1,041,230
ASML Holding NV		26,747		1,373,620
Samsung Electronics Co., Ltd.		3,240		3,431,116
				5,845,966	��
SOFTWARE–2.1%
SAP AG		32,247		1,909,518
Temenos Group AG(b)		68,179		1,127,254
				3,036,772
				16,474,370
INDUSTRIALS–9.8%
AEROSPACE & DEFENSE–0.7%
Safran SA		26,310		977,059
COMMERCIAL SERVICES & SUPPLIES–0.6%
Aggreko PLC		27,290		887,489
CONSTRUCTION & ENGINEERING–0.7%
Samsung Engineering Co., Ltd.		5,980		948,838
ELECTRICAL EQUIPMENT–0.8%
Schneider Electric SA		21,070		1,171,148
INDUSTRIAL CONGLOMERATES–0.9%
Bidvest Group Ltd.		56,038		1,251,314
MACHINERY–3.0%
FANUC Corp.		15,400		2,531,467
Komatsu Ltd.		67,800		1,618,477
				4,149,944
PROFESSIONAL SERVICES–2.0%
Experian PLC		141,038	$	1,989,786
Intertek Group PLC		20,310		850,905
				2,840,691
TRADING COMPANIES & DISTRIBUTORS–1.1%
Wolseley PLC		42,590		1,587,443
				13,813,926
ENERGY–9.7%
ENERGY EQUIPMENT & SERVICES–3.5%
Saipem SpA		36,375		1,619,935
Schlumberger Ltd.		26,500		1,720,115
Technip SA		14,760		1,538,227
				4,878,277
OIL, GAS & CONSUMABLE FUELS–6.2%
Afren PLC(b)		638,783		1,038,372
BG Group PLC		153,614		3,144,705
China Shenhua Energy Co., Ltd.–Class H		315,000		1,112,506
NovaTek OAO (Sponsored GDR)(c)		7,933		847,069
Tullow Oil PLC		47,098		1,088,556
Ultrapar Participacoes SA		69,400		1,561,802
				8,793,010
				13,671,287
MATERIALS–8.2%
CHEMICALS–4.7%
Croda International PLC		42,910		1,524,601
Israel Chemicals Ltd.		152,830		1,690,964
Lanxess AG		12,540		793,588
Linde AG		9,900		1,541,832
Potash Corp. of Saskatchewan, Inc.		23,320		1,019,291
				6,570,276
CONTAINERS & PACKAGING–0.8%
Klabin SA (Preference Shares)		269,900		1,222,848
METALS & MINING–2.7%
African Minerals Ltd.(a)(b)		157,890		784,183
First Quantum Minerals Ltd.		79,590		1,407,151
Franco-Nevada Corp.		9,530		430,961
Kenmare Resources PLC(b)		998,600		618,897
Umicore SA		11,210		518,295
				3,759,487
				11,552,611
HEALTH CARE–8.1%
HEALTH CARE EQUIPMENT & SUPPLIES–1.2%
Cie Generale d’Optique Essilor International SA(a)		12,330		1,145,453

5

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Elekta AB		11,630	$	531,441
				1,676,894
HEALTH CARE PROVIDERS & SERVICES–0.6%
Fresenius Medical Care AG & Co. KGaA		12,015		848,597
PHARMACEUTICALS–6.3%
Aspen Pharmacare Holdings Ltd.(b)		53,261		820,732
Bayer AG		14,467		1,042,481
Mitsubishi Tanabe Pharma Corp.		44,700		642,769
Novo Nordisk A/S–Class B		10,691		1,550,588
Pharmstandard OJSC (GDR)(b)(c)		26,500		377,625
Roche Holding AG		11,910		2,057,249
Shire PLC		79,801		2,295,867
				8,787,311
				11,312,802
UTILITIES–1.5%
MULTI-UTILITIES–1.5%
National Grid PLC		204,470		2,166,980
Total Common Stocks (cost $123,939,580)				134,110,099
WARRANTS–0.6%
INFORMATION TECHNOLOGY–0.6%
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.6%
Hon Hai Precision Industry Co., Ltd., JPMorgan Chase Bank NA, expiring 9/29/14(b)(c) (cost $823,487)	��	247,180		736,596
SHORT-TERM INVESTMENTS–2.5%
TIME DEPOSIT–2.5%
State Street Time Deposit 0.01%, 7/02/12 (cost $3,529,627)	U.S.$	3,530	$	3,529,627
Total Investments Before Security Lending Collateral for Securities Loaned–98.6% (cost $128,292,694)				138,376,322
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–2.7%
INVESTMENT COMPANIES–2.7%
AllianceBernstein Exchange Reserves–Class I, 0.20%(d) (cost $3,842,134)		3,842,134		3,842,134
TOTAL INVESTMENTS–101.3% (cost $132,134,828)				142,218,456
Other assets less liabilities–(1.3)%				(1,789,146	)
NET ASSETS–100.0%			$	140,429,310

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC Wholesale:
Australian Dollar settling 8/14/12		2,356	$	2,372,480	$	2,401,862	$	29,382
Great British Pound settling 8/14/12		1,436		2,249,034		2,248,751		(283)
Japanese Yen settling 8/14/12		477,264		6,019,258		5,974,151		(45,107)
Swedish Krona settling 8/14/12		53,618		7,788,548		7,739,147		(49,401)
Citibank NA:
Australian Dollar settling 8/14/12		9,646		9,658,752		9,833,772		175,020
Deutsche Bank AG London:
Great British Pound settling 8/14/12		2,529		3,997,970		3,960,371		(37,599)
HSBC BankUSA:
Canadian Dollar settling 8/14/12		1,603		1,599,369		1,573,048		(26,321)
Royal Bank of Scotland PLC:
Swiss Franc settling 8/14/12		9,401		9,824,371		9,914,558		90,187

6

AllianceBernstein Variable Products Series Fund

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts (continued)
State Street Bank and Trust Company:
Norwegian Krone settling 8/14/12		45,527	$	7,783,537	$	7,641,807	$	(141,730	)
Westpac Banking Corp.:
Japanese Yen settling 8/14/12		620,121		7,841,047		7,762,365		(78,682	)
New Zealand Dollar settling 8/14/12		4,064		3,177,967		3,243,957		65,990
Sale Contracts
Citibank NA:
Euro settling 8/14/12		2,421		3,080,212		3,064,882		15,330
Credit Suisse London Branch (GFX):
Canadian Dollar settling 8/14/12		3,760		3,744,274		3,689,744		54,530
Euro settling 8/14/12		4,509		5,871,485		5,708,200		163,285
Norwegian Krone settling 8/14/12		2,047		335,427		343,594		(8,167	)
Swiss Franc settling 8/14/12		8,369		8,975,525		8,826,183		149,342
Deutsche Bank AG London:
Euro settling 8/14/12		4,295		5,368,106		5,437,285		(69,179	)
Japanese Yen settling 8/14/12		281,162		3,526,869		3,519,446		7,423
New Zealand Dollar settling 8/14/12		683		520,617		545,183		(24,566	)
Goldman Sachs International:
Australian Dollar settling 8/14/12		5,814		5,727,197		5,927,177		(199,980	)
Great British Pound settling 8/14/12		6,433		10,371,283		10,073,969		297,314
JPMorgan Chase Bank N.A.:
Norwegian Krone settling 8/14/12		3,059		509,511		513,460		(3,949	)
Royal Bank of Canada:
Swedish Krona settling 8/14/12		2,515		347,895		363,011		(15,116	)
Royal Bank of Scotland PLC:
Euro settling 8/14/12		8,452		10,598,970		10,699,868		(100,898	)
Great British Pound settling 8/14/12		409		632,408		640,487		(8,079	)
Swedish Krona settling 8/14/12		2,750		381,251		396,931		(15,680	)
State Street Bank and Trust Company:
Swiss Franc settling 8/14/12		1,032		1,132,225		1,088,377		43,848
UBS AG:
Swiss Franc settling 8/14/12		3,521		3,672,912		3,713,346		(40,434	)
Westpac Banking Corp.:
New Zealand Dollar settling 8/14/12		3,381		2,574,209		2,698,774		(124,565	)
							$	101,915

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

(b) Non-income producing security.

(c) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2012, the aggregate market value of these securities amounted to $2,787,148 or 2.0% of net assets.

(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

FDR—Fiduciary Depositary Receipt

GDR—Global Depositary Receipt

NVDR—Non Voting Depositary Receipt

OJSC—Open Joint Stock Company

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $128,292,694)	$	138,376,322	(a)
Affiliated issuers (cost $3,842,134—including investment of cash collateral for securities loaned of $3,842,134)		3,842,134
Foreign currencies, at value (cost $1,518,571)		1,520,456
Receivable for investment securities sold and foreign currency transactions		3,945,203
Unrealized appreciation of forward currency exchange contracts		1,091,651
Dividends and interest receivable		570,650
Receivable for capital stock sold		67,087
Total assets		149,413,503
LIABILITIES
Payable for collateral received on securities loaned		3,842,134
Payable for investment securities purchased and foreign currency transactions		3,570,316
Unrealized depreciation of forward currency exchange contracts		989,736
Payable for capital stock redeemed		376,735
Advisory fee payable		86,830
Administrative fee payable		16,543
Distribution fee payable		11,863
Transfer Agent fee payable		169
Accrued expenses and other liabilities		89,867
Total liabilities		8,984,193
NET ASSETS	$	140,429,310
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,075
Additional paid-in capital		187,406,766
Undistributed net investment income		2,891,458
Accumulated net realized loss on investment and foreign currency transactions		(60,057,271	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		10,179,282
	$	140,429,310

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	82,288,818		5,292,684	$	15.55
B	$	58,140,492		3,782,272	$	15.37

(a) Includes securities on loan with a value of $3,779,752 (see Note E).

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $210,391)	$	2,304,186
Affiliated issuers		5,558
Interest		172
Securities lending income		76,236
		2,386,152
EXPENSES
Advisory fee (see Note B)		572,412
Distribution fee—Class B		76,158
Transfer agency—Class A		1,150
Transfer agency—Class B		764
Custodian		65,558
Administrative		27,359
Audit		25,674
Printing		21,736
Legal		13,126
Directors’ fees		1,973
Miscellaneous		10,086
Total expenses		815,996
Net investment income		1,570,156
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized loss on:
Investment transactions		(2,607,192	)(a)
Foreign currency transactions		(736,689	)
Net change in unrealized appreciation/depreciation of:
Investments		7,389,573	(b)
Foreign currency denominated assets and liabilities		(714,093	)
Net gain on investment and foreign currency transactions		3,331,599
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	4,901,755

(a) Net of foreign capital gains taxes of $1,394.

(b) Net of increase in accrued foreign capital gains taxes of $18,794.

See notes to financial statements.

9

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

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,570,156		$	2,573,318
Net realized gain (loss) on investment and foreign currency transactions		(3,343,881	)		1,719,878
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		6,675,480			(33,949,194	)
Contributions from Adviser (see Note B)		–0	–		23,222
Net increase (decrease) in net assets from operations		4,901,755			(29,632,776	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(3,419,977	)
Class B		–0	–		(1,907,699	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(13,706,307	)		(17,023,668	)
Total decrease		(8,804,552	)		(51,984,120	)
NET ASSETS
Beginning of period		149,233,862			201,217,982
End of period (including undistributed net investment income of $2,891,458 and $1,321,302, respectively)	$	140,429,310		$	149,233,862

See notes to financial statements.

10

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

2. Fair Value Measurements

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

11

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

The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	1,166,750		$	24,058,339		$	–0	–	$	25,225,089
Consumer Staples		2,605,746			18,392,925			–0	–		20,998,671
Consumer Discretionary		1,010,190			17,884,173			–0	–		18,894,363
Information Technology		2,015,599			14,458,771			–0	–		16,474,370
Industrials		–0	–		13,813,926			–0	–		13,813,926
Energy		3,281,917			10,389,370			–0	–		13,671,287
Materials		4,080,251			7,472,360			–0	–		11,552,611
Health Care		377,625			10,935,177			–0	–		11,312,802
Utilities		–0	–		2,166,980			–0	–		2,166,980
Warrants		–0	–		–0	–		736,596			736,596
Short-Term Investments		–0	–		3,529,627			–0	–		3,529,627
Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund		3,842,134			–0	–		–0	–		3,842,134
Total Investments in Securities		18,380,212			123,101,648	+		736,596			142,218,456
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		1,091,651			–0	–		1,091,651
Liabilities:
Forward Currency Exchange Contracts		–0	–		(989,736	)		–0	–		(989,736	)
Total	$	18,380,212		$	123,203,563		$	736,596		$	142,320,371

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, 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.

12

AllianceBernstein Variable Products Series Fund

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value. The transfers between levels of the fair value hierarchy assumes the financial instrument was transferred at the beginning of the reporting period.

	Warrants			Total
Balance as of 12/31/11	$	765,226		$	765,226
Accrued discounts/(premiums)		–0	–		–0	–
Realized gain (loss)		(7,524	)		(7,524	)
Change in unrealized appreciation/depreciation		90,152			90,152
Purchases		–0	–		–0	–
Sales		(111,258	)		(111,258	)
Transfers into Level 3		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–
Balance as of 6/30/12	$	736,596		$	736,596
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/12 *	$	90,152		$	90,152

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

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 to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

13

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

7. Dividends and Distributions

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

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, 2011, the Adviser reimbursed the Portfolio $23,222 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, 2012, such fee amounted to $27,359.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $117,986, of which $0 and $551, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

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, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	40,596,643		$	54,488,119
U.S. government securities		–0	–		–0	–

14

AllianceBernstein Variable Products Series Fund

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

Gross unrealized appreciation	$	17,935,464
Gross unrealized depreciation		(7,851,836	)
Net unrealized appreciation	$	10,083,628

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. The face or contract amount, in U.S. dollars reflects the total exposure the Portfolio has in that particular currency contract.

During the six months ended June 30, 2012, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $241,085. If a trigger event had occurred at June 30, 2012, for those derivatives in a net liability position, an amount of $241,085 would be required to be posted by the Portfolio.

At June 30, 2012, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	1,091,651	Unrealized depreciation of forward currency exchange contracts	$	989,736
Total		$	1,091,651		$	989,736

15

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

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	$	(804,057	)	$	(722,528	)
Total		$	(804,057	)	$	(722,528	)

For the six months ended June 30, 2012, the average monthly principal amount of foreign currency exchange contracts was $112,061,309.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $3,779,752 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $3,842,134. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $76,236 and $5,558 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$	514	$	48,631	$	45,303	$	3,842	$	6

16

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

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

	SHARES						AMOUNT
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		74,054			280,915		$	1,199,916		$	4,924,201
Shares issued in reinvestment of dividends		–0	–		183,771			–0	–		3,419,977
Shares redeemed		(809,024	)		(1,296,842	)		(12,847,173	)		(22,010,446	)
Net decrease		(734,970	)		(832,156	)	$	(11,647,257	)	$	(13,666,268	)
Class B
Shares sold		276,292			598,049		$	4,373,744		$	10,061,521
Shares issued in reinvestment of dividends		–0	–		103,398			–0	–		1,907,699
Shares redeemed		(400,172	)		(900,547	)		(6,432,794	)		(15,326,620	)
Net decrease		(123,880	)		(199,100	)	$	(2,059,050	)	$	(3,357,400	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

17

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

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	5,327,676	$	3,746,516
Total taxable distributions		5,327,676		3,746,516
Total distributions paid	$	5,327,676	$	3,746,516

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,280,548
Accumulated capital and other losses		(55,931,156	)(a)
Unrealized appreciation/(depreciation)		1,762,323	(b)
Total accumulated earnings/(deficit)	$	(51,888,285	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $49,677,815. During the fiscal year, the Portfolio utilized $7,463,081 of capital loss carryforwards to offset current year net realized gains. At December 31, 2011, the Portfolio had a post-October short-term capital loss deferral of $4,868,647 and a post-October long-term capital loss deferral of $1,384,694 which are deemed to arise on January 1, 2012.

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

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

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $49,677,815 which will expire as follows:

Short-Term Amount		Long-Term Amount	Expiration
	$  7,176,740	n/a		2016
	42,501,075	n/a		2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

18

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$15.08			$18.42			$16.66			$12.52			$24.89			$30.37
Income From Investment Operations
Net investment income (a)		.17			.26			.18			.22			.38			.20
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.30			(3.08	)		1.92			4.59			(12.35	)		5.16
Contributions from Adviser		–0	–		.00	(b)		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.47			(2.82	)		2.10			4.81			(11.97	)		5.36
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.52	)		(.34	)		(.67	)		–0	–		(.56	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(.40	)		(10.28	)
Total dividends and distributions		–0	–		(.52	)		(.34	)		(.67	)		(.40	)		(10.84	)
Net asset value, end of period		$15.55			$15.08			$18.42			$16.66			$12.52			$24.89
Total Return
Total investment return based on net asset value (c)		3.12	%		(15.85	)%		12.89	%		39.58	%		(48.85	)%*		18.13	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$82,289			$90,912			$126,339			$124,335			$80,458			$165,642
Ratio to average net assets of:
Expenses		.97	%(d)		.94	%		.93	%(e)		.99	%		.98	%		1.21	%(e)
Net investment income		2.15	%(d)		1.53	%		1.08	%(e)		1.55	%		1.93	%		.66	%(e)
Portfolio turnover rate		27	%		66	%		104	%		118	%		90	%		126	%

See footnote summary on page 20.

19

INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six  Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$14.93			$18.24			$16.51			$12.41			$24.73			$30.20
Income From Investment Operations
Net investment income (a)		.15			.22			.14			.18			.31			.13
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.29			(3.06	)		1.89			4.55			(12.23	)		5.11
Contributions from Adviser		–0	–		.00	(b)		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		.44			(2.84	)		2.03			4.73			(11.92	)		5.24
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.47	)		(.30	)		(.63	)		–0	–		(.43	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(.40	)		(10.28	)
Total dividends and distributions		–0	–		(.47	)		(.30	)		(.63	)		(.40	)		(10.71	)
Net asset value, end of period		$15.37			$14.93			$18.24			$16.51			$12.41			$24.73
Total Return
Total investment return based on net asset value (c)		2.95	%		(16.04	)%		12.61	%		39.24	%		(48.96	)%*		17.78	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$58,140			$58,322			$74,879			$72,604			$45,309			$57,633
Ratio to average net assets of:
Expenses		1.22	%(d)		1.19	%		1.18	%(e)		1.24	%		1.23	%		1.45	%(e)
Net investment income		1.91	%(d)		1.27	%		.83	%(e)		1.28	%		1.63	%		.45	%(e)
Portfolio turnover rate		27	%		66	%		104	%		118	%		90	%		126	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

(d) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2008 by 0.01%.

See notes to financial statements.

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INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Growth Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

21

INTERNATIONAL GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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 29, 2012, and (in the case of comparisons with the MSCI World Index) the since inception period (September 1994 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 1- and 5-year periods, in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period, and in the 2nd quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio outperformed the MSCI AC World Index in the 1- and 10-year periods and lagged that index in the 3- and 5-year periods. It outperformed the MSCI World Index in the 1-, 3- and 10-year and the since inception periods and essentially matched that index in the 5-year period. The directors noted that all reference points showed negative results in the 1- and 5-year periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had lagged the Lipper VA International Growth Funds Average and outperformed both indices. Based on their review, and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio. The directors determined to continue to monitor the Portfolio’s performance closely.

Advisory Fees and Other Expenses

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

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

22

AllianceBernstein Variable Products Series Fund

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

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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.

23

INTERNATIONAL GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
International	75 bp on 1st $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	160.2	International Growth Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,911 (0.03% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

24

AllianceBernstein Variable Products Series Fund

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

Portfolio	Total Expense Ratio	Fiscal Year
International Growth Portfolio	Class A    0.94%	December 31
	Class B    1.19%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.³ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁴

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Growth Portfolio	$160.2	International Research Growth AC Schedule		0.575	%		0.750	%
		85 bp on first $25m
		65 bp on next $25m
		55 bp on next $50m
		45 bp on the balance
		Minimum account size $25m

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

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

25

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

The Adviser also manages AllianceBernstein International Growth Fund, Inc. (“International Growth Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of International Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁵

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

The Adviser 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.⁶ 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.⁷

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 Fee8		Lipper Exp. Group Median (%)		Rank
International Growth Portfolio		0.750		0.924		2/12

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 EU⁹ 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 (%)10		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
International Growth Portfolio		0.941		1.083		3/12		1.001		13/36

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

5 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.

6 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.

7 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.

8 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.

9 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.

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

26

AllianceBernstein Variable Products Series Fund

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $169,758 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $619,002 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the adviser.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,310 from the Portfolio.¹¹

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

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹² subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual

11 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2010.

12 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

27

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

fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹³ study on advisory fees and various fund characteristics.¹⁴ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁵ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁶ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁷ for the periods ended February 29, 2012.¹⁸

13 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.

14 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.

15 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.

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

17 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.

18 Note that 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.

28

AllianceBernstein Variable Products Series Fund

	Fund		PG Median		PU Median		PG Rank		PU Rank
International Growth Portfolio
1 year		–5.44		–2.00		–3.51		10/12		29/46
3 year		21.92		21.84		21.64		5/11		18/39
5 year		–2.36		–0.70		–0.87		9/10		27/35
10 year		9.08		7.04		6.96		4/10		7/24

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)¹⁹ versus its benchmarks.²⁰ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²¹

Periods Ending February 29, 2012 Annualized Performance

1 Year (%)

3 Year (%)

5 Year (%)

10 Year (%)

Since Inception (%)

Annualized

Risk Period (Year)

Volatility (%)

Sharpe (%)

International Growth Portfolio

–5.44

21.92

–2.36

9.08

8.13

20.96

0.43

10

MSCI AC World ex US Index (Net)

–6.10

22.79

–0.75

7.99

N/A

19.43

0.40

10

MSCI World ex US Index (Net)22

–7.86

20.38

–2.31

6.75

4.66

N/A

N/A

N/A

Inception Date: September 23, 1994

CONCLUSION:

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

Dated: May 25, 2012

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

20 The Adviser provided Portfolio and benchmark performance return information for periods through February 29, 2012.

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

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

29

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

INTERNATIONAL VALUE PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,005.20	$	4.04		0.81	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.84	$	4.07		0.81	%
Class B
Actual	$	1,000	$	1,003.50	$	5.28		1.06	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.59	$	5.32		1.06	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
BP PLC	$	41,049,015		3.9	%
AstraZeneca PLC		32,094,671		3.0
Royal Dutch Shell PLC (Euronext Amsterdam)—Class A		31,413,052		3.0
Vodafone Group PLC		23,383,815		2.2
Nippon Telegraph & Telephone Corp.		23,152,047		2.2
Roche Holding AG		19,650,097		1.9
Novartis AG		19,013,201		1.8
National Australia Bank Ltd.		18,560,474		1.7
Nissan Motor Co., Ltd.		18,186,223		1.7
Telecom Italia SpA		17,441,835		1.6
	$	243,944,430		23.0	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	217,869,453		20.5	%
Consumer Discretionary		148,472,944		14.0
Energy		146,001,306		13.8
Materials		102,151,540		9.6
Health Care		89,737,872		8.5
Telecommunication Services		86,161,751		8.1
Industrials		67,353,260		6.4
Information Technology		66,232,966		6.2
Consumer Staples		57,608,583		5.4
Utilities		33,328,918		3.1
Short-Term Investments		47,135,248		4.4
Total Investments	$	1,062,053,841		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 Fund’s prospectus.

2

INTERNATIONAL VALUE PORTFOLIO
COUNTRY DIVERSIFICATION*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	269,072,685		25.3	%
United Kingdom		249,034,002		23.5
Germany		67,768,161		6.4
France		63,798,864		6.0
Australia		52,128,364		4.9
Netherlands		50,749,734		4.8
Switzerland		44,154,856		4.2
Brazil		31,165,161		2.9
Italy		30,991,986		2.9
Canada		30,925,224		2.9
South Korea		27,935,971		2.6
Taiwan		14,772,055		1.4
Russia		13,733,837		1.3
Other		68,687,693		6.5
Short-Term Investments		47,135,248		4.4
Total Investments	$	1,062,053,841		100.0	%

* All data are as of June 30, 2012. 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 1.2% or less in the following countries: Belgium, China, Hong Kong, Norway, Poland, Portugal, Singapore, South Africa, Thailand and Turkey.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–95.6%
FINANCIALS–20.5%
CAPITAL MARKETS–2.4%
Deutsche Bank AG		282,060	$	10,180,458
Macquarie Group Ltd.		548,240		14,804,603
				24,985,061
COMMERCIAL BANKS–11.1%
Australia & New Zealand Banking Group Ltd.		195,370		4,450,547
Banco do Brasil SA		835,400		8,123,158
Barclays PLC		3,014,970		7,704,004
HSBC Holdings PLC		1,931,886		17,023,469
KB Financial Group, Inc.		236,461		7,724,444
Lloyds Banking Group PLC(a)		17,581,940		8,588,939
Mitsubishi UFJ Financial Group, Inc.(b)		2,795,700		13,393,850
National Australia Bank Ltd.		762,000		18,560,474
Societe Generale SA(a)		371,564		8,713,019
Sumitomo Mitsui Financial Group, Inc.		412,200		13,616,991
Turkiye Vakiflar Bankasi Tao–Class D		2,365,592		4,932,349
Westpac Banking Corp.		230,970		5,043,510
				117,874,754
DIVERSIFIED FINANCIAL SERVICES–2.2%
ING Groep NV(a)		2,262,120		15,165,469
ORIX Corp.(b)		87,130		8,120,147
				23,285,616
INSURANCE–3.9%
Aegon NV		1,798,383		8,340,152
Allianz SE		92,050		9,258,829
Aviva PLC		1,122,900		4,808,203
Muenchener Rueckversicherungs AG		86,910		12,263,350
Suncorp Group Ltd.		850,146		7,103,874
				41,774,408
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.9%
Evergrande Real Estate Group Ltd.(b)		9,557,000		4,949,518
New World Development Co., Ltd.(b)		4,248,000		5,000,096
				9,949,614
				217,869,453
CONSUMER DISCRETIONARY–14.0%
AUTO COMPONENTS–3.2%
Cie Generale des Etablissements Michelin–Class B(b)		155,800		10,193,414
GKN PLC		3,178,130	$	9,010,560
Magna International, Inc.–Class A(b)		195,260		7,711,821
NGK Spark Plug Co., Ltd.		323,000		4,266,330
Sumitomo Rubber Industries Ltd.		229,900		2,994,434
				34,176,559
AUTOMOBILES–6.9%
Bayerische Motoren Werke AG		110,300		7,982,174
Honda Motor Co., Ltd.(b)		404,000		14,097,796
Kia Motors Corp.		40,200		2,649,569
Mazda Motor Corp.(a)		5,140,000		6,999,405
Nissan Motor Co., Ltd.		1,915,200		18,186,223
Renault SA(b)		198,450		7,924,608
Volkswagen AG (Preference Shares)		95,970		15,204,318
				73,044,093
DISTRIBUTORS–0.2%
Jardine Cycle & Carriage Ltd.		58,000		2,137,654
HOUSEHOLD DURABLES–1.6%
Sharp Corp./Japan		2,152,000		10,964,315
Sony Corp.		404,500		5,784,048
				16,748,363
LEISURE EQUIPMENT & PRODUCTS–0.3%
Namco Bandai Holdings, Inc.		276,300		3,789,081
MEDIA–0.3%
Informa PLC		508,000		3,031,215
SPECIALTY RETAIL–1.0%
Shimamura Co., Ltd.		25,100		2,900,437
Yamada Denki Co., Ltd.		144,950		7,421,203
				10,321,640
TEXTILES, APPAREL & LUXURY GOODS–0.5%
Yue Yuen Industrial Holdings Ltd.		1,675,500		5,224,339
				148,472,944
ENERGY–13.8%
ENERGY EQUIPMENT & SERVICES–0.8%
Seadrill Ltd.		242,570		8,651,374
OIL, GAS & CONSUMABLE FUELS–13.0%
BP PLC		6,146,720		41,049,015
China Petroleum & Chemical Corp.–Class H		5,186,000		4,634,865
ENI SpA		637,800		13,550,151
Gazprom OAO (Sponsored ADR)(a)		828,610		7,871,795

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
JX Holdings, Inc.		1,426,000	$	7,349,618
LUKOIL OAO (London) (Sponsored ADR)(a)		104,530		5,862,042
Nexen, Inc. (Toronto)		523,892		8,871,327
Petroleo Brasileiro SA (Sponsored ADR)(b)		626,520		11,365,073
PTT PCL		529,300		5,382,994
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		930,739		31,413,052
				137,349,932
				146,001,306
MATERIALS–9.6%
CHEMICALS–3.2%
Agrium, Inc. (Toronto)(b)		118,510		10,503,052
Air Water, Inc.		136,000		1,648,983
Koninklijke DSM NV		324,425		15,993,972
OCI Co., Ltd.(b)		18,170		3,636,320
Ube Industries Ltd./Japan		1,168,000		2,716,755
				34,499,082
CONSTRUCTION MATERIALS–0.5%
Taiheiyo Cement Corp.		2,229,000		5,118,303
METALS & MINING–5.9%
Anglo American PLC		377,810		12,416,857
Dowa Holdings Co., Ltd.		494,000		3,063,405
Exxaro Resources Ltd.		180,700		4,219,621
Goldcorp, Inc.		101,970		3,839,024
KGHM Polska Miedz SA		142,420		6,232,956
OneSteel Ltd.		2,401,131		2,165,356
Rio Tinto PLC		334,840		15,912,824
Vale SA (Sponsored ADR) (Local Preference Shares)		598,510		11,676,930
Xstrata PLC		239,170		3,007,182
				62,534,155
				102,151,540
HEALTH CARE–8.5%
PHARMACEUTICALS–8.5%
AstraZeneca PLC		718,200		32,094,671
GlaxoSmithKline PLC		617,220		14,019,556
Novartis AG		340,060		19,013,201
Otsuka Holdings Co., Ltd.		161,600		4,960,347
Roche Holding AG		113,760		19,650,097
				89,737,872
TELECOMMUNICATION SERVICES–8.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.7%
Nippon Telegraph & Telephone Corp.		496,500		23,152,047
Telecom Italia SpA (ordinary shares)		11,258,700		11,125,183
Telecom Italia SpA (savings shares)		7,794,800		6,316,652
Vivendi SA		529,066	$	9,830,505
				50,424,387
WIRELESS TELECOMMUNICATION SERVICES–3.4%
NTT DoCoMo, Inc.		7,424		12,353,549
Vodafone Group PLC		8,319,405		23,383,815
				35,737,364
				86,161,751
INDUSTRIALS–6.4%
AEROSPACE & DEFENSE–0.9%
Safran SA		255,170		9,476,099
AIRLINES–0.2%
Cathay Pacific Airways Ltd.		1,427,000		2,317,218
BUILDING PRODUCTS–1.0%
Asahi Glass Co., Ltd.(b)		1,532,000		10,335,177
CONSTRUCTION & ENGINEERING–1.3%
Bouygues SA		505,785		13,572,032
ELECTRICAL EQUIPMENT–1.1%
Sumitomo Electric Industries Ltd.		922,600		11,496,404
INDUSTRIAL CONGLOMERATES–0.3%
Cookson Group PLC		331,760		3,069,903
MACHINERY–0.2%
IHI Corp.		1,157,000		2,474,809
ROAD & RAIL–0.3%
East Japan Railway Co.		44,600		2,800,488
TRADING COMPANIES & DISTRIBUTORS–1.1%
Mitsubishi Corp.		398,900		8,063,478
Mitsui & Co., Ltd.		252,200		3,747,652
				11,811,130
				67,353,260
INFORMATION TECHNOLOGY–6.2%
COMPUTERS & PERIPHERALS–1.4%
Fujitsu Ltd.		2,073,000		9,920,782
Pegatron Corp.		197,000		259,905
Wistron Corp.		3,564,560		4,400,171
				14,580,858
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.0%
AU Optronics Corp.		10,198,990		4,144,768

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
LG Display Co., Ltd.(a)		335,990	$	6,343,294
				10,488,062
OFFICE ELECTRONICS–0.8%
Konica Minolta Holdings, Inc.		1,134,000		8,933,597
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.6%
Advanced Semiconductor Engineering, Inc.(a)		7,269,211		5,967,211
GCL-Poly Energy Holdings Ltd.(b)		15,868,000		3,528,753
Samsung Electronics Co., Ltd.		7,160		7,582,344
Sumco Corp.(a)		404,400		3,678,678
Tokyo Electron Ltd.		158,500		7,432,842
				28,189,828
SOFTWARE–0.4%
Nintendo Co., Ltd.		34,600		4,040,621
				66,232,966
CONSUMER STAPLES–5.4%
BEVERAGES–0.7%
Asahi Group Holdings Ltd.		364,900		7,839,633
FOOD & STAPLES RETAILING–1.5%
Delhaize Group SA		135,534		4,964,857
Koninklijke Ahold NV		908,200		11,250,141
				16,214,998
FOOD PRODUCTS–0.5%
Nestle SA		92,020		5,491,558
TOBACCO–2.7%
Imperial Tobacco Group PLC		328,360		12,651,137
Japan Tobacco, Inc.		520,200		15,411,257
				28,062,394
				57,608,583
UTILITIES–3.1%
ELECTRIC UTILITIES–1.8%
E.ON AG		596,000		12,879,032
EDP–Energias de Portugal SA		2,752,400	$	6,511,099
				19,390,131
MULTI-UTILITIES–1.3%
National Grid PLC		929,380		9,849,600
Veolia Environnement SA		322,920		4,089,187
				13,938,787
				33,328,918
Total Common Stocks (cost $1,114,058,870)				1,014,918,593
	Principal Amount (000)
SHORT-TERM INVESTMENTS–4.5%
TIME DEPOSIT–4.5%
State Street Time Deposit 0.01%, 7/02/12 (cost $47,135,248)	$	47,135		47,135,248
Total Investments Before Security Lending Collateral for Securities Loaned–100.1% (cost $1,161,194,118)				1,062,053,841
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–5.6%
INVESTMENT COMPANIES–5.6%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $59,746,259)		59,746,259		59,746,259
TOTAL INVESTMENTS–105.7% (cost $1,220,940,377)				1,121,800,100
Other assets less liabilities–(5.7)%				(60,562,251	)
NET ASSETS–100.0%			$	1,061,237,849

FUTURES CONTRACTS (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
EURO STOXX 50 Index Futures		380		September 2012	$	10,296,479	$	10,844,063	$	547,584

6

AllianceBernstein Variable Products Series Fund

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Buy Contracts
Barclays Bank PLC Wholselale:
Japanese Yen settling 7/13/12		3,788,476	$	47,926,879	$	47,401,220	$	(525,659	)
Citibank NA:
Japanese Yen settling 7/13/12		5,649,920		69,957,490		70,691,514		734,024
New Zealand Dollar settling 7/13/12		15,444		12,596,312		12,354,021		(242,291	)
Credit Suisse London Branch (GFX):
Australian Dollar settling 7/13/12		56,352		57,340,414		57,621,604		281,190
Great British Pound settling 7/13/12		36,546		59,123,900		57,235,143		(1,888,757	)
Norwegian Krone settling 7/13/12		345,840		59,347,222		58,116,761		(1,230,461	)
Swedish Krona settling 7/13/12		414,927		60,794,274		59,960,479		(833,795	)
Deutsche Bank AG London:
Great British Pound settling 7/13/12		26,011		41,146,801		40,736,149		(410,652	)
New Zealand Dollar settling 7/13/12		13,620		11,060,257		10,894,960		(165,297	)
HSBC BankUSA:
Euro settling 7/13/12		14,620		18,163,888		18,503,060		339,172
Great British Pound settling 7/13/12		13,471		21,329,173		21,097,100		(232,073	)
Japanese Yen settling 10/15/12		475,844		5,995,489		5,961,615		(33,874	)
Royal Bank of Canada:
Canadian Dollar settling 7/13/12		3,338		3,300,376		3,277,940		(22,436	)
Royal Bank of Scotland PLC:
Japanese Yen settling 7/13/12		4,168,790		52,627,599		52,159,690		(467,909	)
State Street Bank and Trust Co.:
Swiss Franc settling 7/13/12		31,317		33,069,030		33,002,300		(66,730	)
UBS AG:
Euro settling 7/13/12		5,336		7,009,850		6,753,237		(256,613	)
Swiss Franc settling 7/13/12		45,464		50,339,424		47,910,609		(2,428,815	)
Westpac Banking Corp.:
Japanese Yen settling 10/15/12		1,681,261		21,277,207		21,063,690		(213,517	)
Sale Contracts
Barclays Bank PLC Wholselale:
Euro settling 7/13/12		26,124		33,119,354		33,062,513		56,841
Citibank NA:
Swiss Franc settling 7/13/12		59,453		62,988,881		62,652,417		336,464
Credit Suisse London Branch (GFX):
Australian Dollar settling 7/13/12		22,769		22,331,058		23,281,983		(950,925	)
Norwegian Krone settling 7/13/12		90,471		14,888,940		15,203,220		(314,280	)
Deutsche Bank AG London:
Australian Dollar settling 7/13/12		74,769		77,006,088		76,453,537		552,551
Euro settling 10/15/12		23,873		29,857,961		30,243,060		(385,099	)
Japanese Yen settling 7/13/12		2,000,797		24,692,052		25,033,871		(341,819	)
Goldman Sachs International:
Norwegian Krone settling 7/13/12		19,607		3,405,146		3,294,863		110,283
Swedish Krona settling 7/13/12		31,474		4,644,252		4,548,261		95,991
Royal Bank of Canada:
Canadian Dollar settling 7/13/12		30,081		29,922,114		29,539,755		382,359
Swedish Krona settling 7/13/12		34,867		4,828,676		5,038,578		(209,902	)

7

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIO OF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2012		Unrealized Appreciation/ (Depreciation)
Sale Contracts (continued)
Royal Bank of Scotland PLC:
Great British Pound settling 7/13/12		12,132	$	18,761,167	$	19,000,075	$	(238,908	)
Swiss Franc settling 7/13/12		17,328		19,075,297		18,260,493		814,804
Standard Chartered Bank:
Japanese Yen settling 7/13/12		11,606,389		139,684,547		145,218,552		(5,534,005	)
UBS AG:
Australian Dollar settling 7/13/12		3,293		3,386,752		3,367,191		19,561
Euro settling 7/13/12		62,632		82,065,770		79,267,008		2,798,762
Westpac Banking Corp.:
New Zealand Dollar settling 7/13/12		29,064		23,556,663		23,248,980		307,683
							$	(10,164,132	)

(a) Non-income producing security.

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

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

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value Unaffiliated issuers (cost $1,161,194,118)	$	1,062,053,841	(a)
Affiliated issuers (cost $59,746,259—including investment of cash collateral for securities loaned of $59,746,259)		59,746,259
Cash		761,670	(b)
Foreign currencies, at value (cost $7,708,158)		7,653,260
Unrealized appreciation of forward currency exchange contracts		6,829,685
Dividends and interest receivable		6,625,360
Receivable for investment securities sold and foreign currency transactions		2,514,279
Receivable for variation margin on futures contracts		505,635
Receivable for capital stock sold		205,876
Total assets		1,146,895,865
LIABILITIES
Payable for collateral received on securities loaned		59,746,259
Unrealized depreciation of forward currency exchange contracts		16,993,817
Payable for investment securities purchased and foreign currency transactions		7,062,846
Advisory fee payable		645,098
Payable for capital stock redeemed		562,451
Distribution fee payable		205,439
Administrative fee payable		14,553
Transfer Agent fee payable		154
Accrued expenses and other liabilities		427,399
Total liabilities		85,658,016
NET ASSETS	$	1,061,237,849
COMPOSITION OF NET ASSETS
Capital stock, at par	$	92,726
Additional paid-in capital		2,255,769,786
Undistributed net investment income		14,481,251
Accumulated net realized loss on investment and foreign currency transactions		(1,100,291,462	)
Net unrealized depreciation on investments and foreign currency denominated assets and liabilities		(108,814,452	)
	$	1,061,237,849

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	46,988,825		4,065,974	$	11.56
B	$	1,014,249,024		88,659,579	$	11.44

(a) Includes securities on loan with a value of $57,775,543 (see Note E).

(b) An amount of $761,670 has been segregated to collateralize margin requirements for open futures contracts outstanding at June 30, 2012.

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $2,380,372)	$	26,026,116
Affiliated issuers		48,633
Interest		1,904
Securities lending income		1,193,751
		27,270,404
EXPENSES
Advisory fee (see Note B)		4,272,314
Distribution fee—Class B		1,353,922
Transfer agency—Class A		116
Transfer agency—Class B		2,239
Custodian		151,404
Printing		67,950
Audit		39,991
Administrative		25,343
Legal		23,349
Directors’ fees		1,941
Miscellaneous		23,525
Total expenses		5,962,094
Net investment income		21,308,310
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(45,168,713	)
Futures contracts		(219,098	)
Options written		1,246,998
Foreign currency transactions		1,547,280
Net change in unrealized appreciation/depreciation of:
Investments		42,261,491	(a)
Futures contracts		409,294
Foreign currency denominated assets and liabilities		(11,665,119	)
Net loss on investment and foreign currency transactions		(11,587,867	)
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	9,720,443

(a) Net of increase in accrued foreign capital gains taxes of $3,779.

See notes to financial statements.

10

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	21,308,310		$	29,160,097
Net realized loss on investment and foreign currency transactions		(42,593,533	)		(10,266,028	)
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		31,005,666			(276,094,522	)
Net increase (decrease) in net assets from operations		9,720,443			(257,200,453	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(3,148,264	)
Class B		–0	–		(46,818,834	)
Tax return of capital
Class A		–0	–		(39,373	)
Class B		–0	–		(585,535	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(43,769,801	)		(27,178,898	)
CAPITAL CONTRIBUTIONS
Proceeds from third party regulatory settlement (see Note F)		–0	–		(37,567	)
Total decrease		(34,049,358	)		(335,008,924	)
NET ASSETS
Beginning of period		1,095,287,207			1,430,296,131
End of period (including undistributed net investment income of $14,481,251 and distributions in excess of net investment income of ($6,827,059), respectively)	$	1,061,237,849		$	1,095,287,207

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A : Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

12

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Financials

$

8,123,158

$

209,746,295

$

–0

–

$

217,869,453

Consumer Discretionary

7,711,821

140,761,123

–0

–

148,472,944

Energy

8,871,327

137,129,979

–0

–

146,001,306

Materials

14,342,076

87,809,464

–0

–

102,151,540

Health Care

–0

–

89,737,872

–0

–

89,737,872

Telecommunication Services

–0

–

86,161,751

–0

–

86,161,751

Industrials

–0

–

67,353,260

–0

–

67,353,260

Information Technology

–0

–

66,232,966

–0

–

66,232,966

Consumer Staples

–0

–

57,608,583

–0

–

57,608,583

Utilities

–0

–

33,328,918

–0

–

33,328,918

Short-Term Investments

–0

–

47,135,248

–0

–

47,135,248

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

59,746,259

–0

–

–0

–

59,746,259

Total Investments in Securities

98,794,641

1,023,005,459

+

–0

–

1,121,800,100

Other Financial Instruments* :

Assets:

Futures Contracts

547,584

–0

–

–0

–

547,584

#

Forward Currency Exchange Contracts

–0

–

6,829,685

–0

–

6,829,685

Liabilities:

Forward Currency Exchange Contracts

–0

–

(16,993,817

)

–0

–

(16,993,817

)

Total

$

99,342,225

$

1,012,841,327

$

–0

–

$

1,112,183,552

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

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

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

13

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B : Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps extend through May 1, 2013 and then may be extended by the Adviser for additional one year terms. For the six months ended June 30, 2012, there was no such reimbursement.

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, 2012, such fee amounted to $25,343.

14

AllianceBernstein Variable Products Series Fund

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $872,929, of which $0 and $1,307, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C : Distribution Plan

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

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

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, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	233,089,049		$	294,940,999
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	$	62,570,684
Gross unrealized depreciation		(161,710,961	)
Net unrealized depreciation	$	(99,140,277	)

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 Contracts

The Portfolio may buy or sell futures contracts 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 contracts 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 contracts 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”.

15

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

Use of long futures contracts 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 contracts. Use of short futures contracts subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of a futures contract can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2012, the Portfolio held futures contracts for non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2012, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Option Transactions

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

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

When the Portfolio writes an option, the premium received by the Portfolio is recorded as a liability and is subsequently adjusted to the current market value of the option written. Premiums received from written options which expire unexercised are recorded by the Portfolio on the expiration date as realized gains from options written. The difference between the premium received and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium received is less than the

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AllianceBernstein Variable Products Series Fund

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

During the six months ended June 30, 2012, the Portfolio held purchased options for hedging purposes. During the six months ended June 30, 2012, the Portfolio held written options for hedging purposes.

For the six months ended June 30, 2012, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/11		–0	–	$	–0	–
Options written		53,200			1,366,053
Options expired		–0	–		–0	–
Options bought back		(53,200	)		(1,366,053	)
Options exercised		–0	–		–0	–
Options written outstanding as of 06/30/12		–0	–	$	–0	–

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $6,753,138. If a trigger event had occurred at June 30, 2012, for those derivatives in a net liability position, an amount of $6,753,138 would be required to be posted by the Portfolio.

At June 30, 2012, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation of forward currency exchange contracts	$	6,829,685		Unrealized depreciation of forward currency exchange contracts	$	16,993,817
Equity contracts	Receivable/Payable for variation margin on futures contracts		547,584	*
Total		$	7,377,269			$	16,993,817

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities	$	1,866,766	$	(11,751,648	)

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written	$	1,246,998		$	–0	–
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(5,766,270	)		–0	–
Equity contracts	Net realized gain (loss) on futures contracts; Net change in unrealized appreciation/depreciation of futures contracts		(219,098	)		409,294
Total		$	(2,871,604	)	$	(11,342,354	)

For the six months ended June 30, 2012, the average monthly principal amount of foreign currency exchange contracts was $802,193,785 and the average monthly original value of futures contracts was $11,556,657. For three months of the period, the average monthly cost of purchased options contracts was $7,528,701.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $57,775,543 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $59,746,259. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $1,193,751 and $48,633 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal

18

AllianceBernstein Variable Products Series Fund

risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$35,009	$	522,797	$	498,060	$	59,746	$	49

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		339,424			1,263,722		$	4,192,707		$	17,627,302
Shares issued in reinvestment of dividends		–0	–		251,905			–0	–		3,187,638
Shares redeemed		(1,665,288	)		(3,122,480	)		(20,203,413	)		(44,808,960	)
Net decrease		(1,325,864	)		(1,606,853	)	$	(16,010,706	)	$	(23,994,020	)
Class B
Shares sold		5,575,701			11,078,334		$	65,138,989		$	146,348,238
Shares issued in reinvestment of dividends		–0	–		3,808,040			–0	–		47,404,368
Shares redeemed		(7,578,693	)		(14,009,848	)		(92,898,084	)		(196,937,484	)
Net increase (decrease)		(2,002,992	)		876,526		$	(27,759,095	)	$	(3,184,878	)

The Portfolio reversed a prior period accrual in the amount of $37,567 related to a third-party’s settlement of regulatory proceedings involving allegations of improper trading during the year ended December 31, 2011. This amount is presented in the Portfolio’s statement of changes in net assets. Neither the Portfolio nor its affiliates were involved in the proceedings or the calculation of the payment.

NOTE G : Risks Involved in Investing in the Portfolio

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

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

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

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

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INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE H : Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I : Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	49,967,098	$	39,740,381
Total taxable distributions		49,967,098		39,740,381
Tax return of capital		624,908		–0	–
Total distributions paid	$	50,592,006	$	39,740,381

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(1,031,483,019	)(a)
Unrealized appreciation/(depreciation)		(172,862,087	)(b)
Total accumulated earnings/(deficit)	$	(1,204,345,106	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $1,018,841,094. At December 31, 2011, the Portfolio had a qualified late-year loss deferral of $3,217,884, a post-October short-term capital loss deferral of $7,569,063 and a post-October long-term capital loss deferral of $1,854,978 which are deemed to arise on January 1, 2012.

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

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

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $1,018,841,094 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
	706,426	$	9,499,757	No expiration

NOTE J : Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

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AllianceBernstein Variable Products Series Fund

NOTE K : Subsequent Events

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

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INTERNATIONAL VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30,  2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.50			$14.90			$14.70			$11.05			$25.14			$24.96
Income From Investment Operations
Net investment income (a)		.24			.36			.27			.29			.54			.43
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.18	)		(3.19	)		.39†			3.54			(13.15	)		1.07
Net increase (decrease) in net asset value from operations		.06			(2.83	)		.66			3.83			(12.61	)		1.50
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.56	)		(.46	)		(.18	)		(.23	)		(.31	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(1.25	)		(1.01	)
Tax return of capital		–0	–		(.01	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.57	)		(.46	)		(.18	)		(1.48	)		(1.32	)
Net asset value, end of period		$11.56			$11.50			$14.90			$14.70			$11.05			$25.14
Total Return
Total investment return based on net asset value (b)		.52	%		(19.25	)%		4.59	%		34.68	%		(53.18	)%		5.84	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$46,989			$62,003			$104,274			$179,342			$155,183			$219,691
Ratio to average net assets of:
Expenses		.81	%(c)		.82	%		.85	%(d)		.83	%		.81	%		.81	%
Net investment income		3.87	%(c)		2.55	%		1.94	%(d)		2.40	%		2.98	%		1.68	%
Portfolio turnover rate		21	%		62	%		52	%		52	%		36	%		23	%

See footnote summary on page 23.

22

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30,  2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.40			$14.77			$14.54			$10.93			$24.88			$24.74
Income From Investment Operations
Net investment income (a)		.23			.31			.24			.28			.50			.36
Net realized and unrealized gain (loss) on investment and foreign currency transactions		(.19	)		(3.14	)		.38†			3.47			(13.02	)		1.06
Net increase (decrease) in net asset value from operations		.04			(2.83	)		.62			3.75			(12.52	)		1.42
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.53	)		(.39	)		(.14	)		(.18	)		(.27	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(1.25	)		(1.01	)
Tax return of capital		–0	–		(.01	)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.54	)		(.39	)		(.14	)		(1.43	)		(1.28	)
Net asset value, end of period		$11.44			$11.40			$14.77			$14.54			$10.93			$24.88
Total Return
Total investment return based on net asset value (b)		.35	%		(19.44	)%		4.30	%		34.36	%		(53.28	)%		5.58	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$1,014			$1,033			$1,326			$1,708			$1,659			$2,818
Ratio to average net assets of:
Expenses		1.06	%(c)		1.07	%		1.10	%(d)		1.08	%		1.06	%		1.06	%
Net investment income		3.73	%(c)		2.23	%		1.73	%(d)		2.38	%		2.77	%		1.41	%
Portfolio turnover rate		21	%		62	%		52	%		52	%		36	%		23	%

(a) Based on average shares outstanding.

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

(c) Annualized.

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

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

See notes to financial statements.

23

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein International Value Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

24

AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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- and 5-year periods ended February 29, 2012 and (in the case of comparisons with the Index) the since inception period (May 2001 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1- and 5-year periods, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, and 3rd out of 3 of the Performance Group and in the 4th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the since inception period and lagged the Index in all other periods. The directors noted that all reference points showed negative results in the 1- and 5-year periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA International Value Funds Average and the Index.

The directors noted that they had discussed with the Adviser their concerns about the relative performance of the Portfolio. The directors took into account the Adviser’s recent restructuring of the Adviser’s research and portfolio management teams and investment process changes that are intended to improve the investment performance of its equity services. The Adviser had stated its belief that, in the case of its value funds, it had adhered to its rigorous process for value investing during a period when value investing had not generally obtained favorable returns. The Adviser believed that other managers of value funds may not pursue value characteristics to the same degree as the Adviser, and that their funds’ short-term performance may have benefited from style drift. The Adviser also reiterated its conviction that, over the long term, rigorous value investing would yield superior investment returns. The directors were satisfied with the Adviser’s explanation.

Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio. The directors determined to continue to monitor the Portfolio’s performance closely.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges 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

25

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCEDISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

Senior Officer. The directors noted that the institutional fee schedule started at a higher fee rate than the Portfolio’s starting fee rate, but had more breakpoints starting at lower asset levels. As a result, the application of the institutional fee schedule to the level of assets of the Portfolio would result in a lower fee rate than that being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

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

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the less than 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was the same as the Expense Group median. The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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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INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
International	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	1,206.9	International Value Portfolio

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

3 Jones v. Harris at 1427.

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INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $61,186 (0.005% 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 on May 1st of each year upon at least 60 days written notice. It should be noted that 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% 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

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.

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AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Value Portfolio	$1,206.9	International Value Schedule 80 bp on first $25m 60 bp on the next $25m 50 bp on the next $50m 40 bp on the balance Minimum account size $25m		0.417	%		0.750	%

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

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

The Adviser 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, 2012 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee(%)			Portfolio Advisory Fee(%)
International Value Portfolio	Client # 1	0.75% bp on first $50 million 0.60% bp on next $15 million 0.50% bp on next $70 million 0.40% bp on the balance		0.423			0.750
	Client #27	0.60% of average daily net assets		0.600			0.750
	Client #3	0.35% on the first $1 billion 0.325 % on the balance		0.346			0.750
	Client #4	0.22% on the first $1 billion 0.18% on the next $1.5 billion 0.16% on the balance +/- Performance Fee (v. ACWI ex U.S.)		0.213	8		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

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

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

7 The client is an affiliate of the Adviser.

8 The sub-advised fund’s sub-advisory fee shown does not include any performance fee adjustment.

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INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolios by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolios, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolios and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is 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.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

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 similar but not the same Lipper investment classification/objective as the Portfolio.¹¹

Portfolio	Contractual Management Fee12		Lipper Exp. Group Median (%)		Rank
International Value Portfolio		0.750		0.755		5/12

Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹³ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁴

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

Portfolio	Expense Ratio (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
International Value Portfolio		0.819		0.842		3/12		0.996		10/82

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 the negotiations conducted at arm’s-length.” Jones v. Harris at 1429.

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 Portfolio’s EG includes the Portfolio, five other VIP International Value funds (“IFVE”), three VIP International Growth funds (“IFGE”) and three VIP International Core funds (“IFCE”).

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 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 Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE, IFGE and IFCE funds, excluding outliers.

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

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AllianceBernstein Variable Products Series Fund

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $3,038,287 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $7,252,929 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,310 from the Portfolio.¹⁶

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

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2010.

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INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁷ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the 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 $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

17 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

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.

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AllianceBernstein Variable Products Series Fund

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 29, 2012.²³

	Fund		PG Median		PU Median		PG Rank		PU Rank
International Value Portfolio
1 year		–13.97		–8.46		–10.07		6/6		19/23
3 year		18.46		19.75		19.98		4/6		15/20
5 year		–8.43		–2.14		–3.19		6/6		15/15
10 year		5.70		6.28		6.28		3/3		7/11

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Value Portfolio		–13.97		18.46	–	8.43		5.70		5.17		22.09		0.28		10
MSCI EAFE Index (Net)		–17.45		19.74	–	2.93		6.31		3.77		18.69		0.32		10
Inception Date: May 10, 2001

CONCLUSION:

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

Dated: May 25, 2012

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

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

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

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

25 The Adviser provided Portfolio and benchmark performance return information for periods through February 29, 2012.

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 portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

33

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

LARGE CAP GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,093.40	$	4.42		0.85	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.64	$	4.27		0.85	%
Class B
Actual	$	1,000	$	1,092.10	$	5.72		1.10	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.39	$	5.52		1.10	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Apple, Inc.	$	28,694,840		8.0	%
Walt Disney Co. (The)		13,556,235		3.8
Google, Inc.—Class A		13,469,225		3.8
Schlumberger Ltd.		12,368,276		3.5
Danaher Corp.		11,905,071		3.3
QUALCOMM, Inc.		11,226,758		3.2
UnitedHealth Group, Inc.		10,194,327		2.9
Oracle Corp.		9,079,290		2.5
Citrix Systems, Inc.		8,861,546		2.5
Cognizant Technology Solutions Corp.—Class A		8,646,000		2.4
	$	128,001,568		35.9	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	117,696,580		32.8	%
Consumer Discretionary		65,591,225		18.3
Energy		45,054,353		12.6
Health Care		42,229,421		11.8
Producer Durables		38,491,976		10.7
Financial Services		15,585,917		4.4
Materials & Processing		14,783,459		4.1
Consumer Staples		7,059,982		2.0
Short-Term Investments		11,960,077		3.3
Total Investments	$	358,452,990		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 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 Fund’s prospectus.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.2%
TECHNOLOGY–33.0%
COMMUNICATIONS TECHNOLOGY–3.2%
QUALCOMM, Inc.		201,630	$	11,226,758
COMPUTER SERVICES, SOFTWARE & SYSTEMS–19.3%
ANSYS, Inc.(a)		62,672		3,955,230
Citrix Systems, Inc.(a)		105,570		8,861,546
Cognizant Technology Solutions Corp.–Class A(a)		144,100		8,646,000
F5 Networks, Inc.(a)		54,620		5,437,967
Google, Inc.–Class A(a)		23,220		13,469,225
Informatica Corp.(a)		58,260		2,467,894
Intuit, Inc.		116,480		6,913,088
LinkedIn Corp.(a)(b)		21,740		2,310,310
Oracle Corp.		305,700		9,079,290
Salesforce.com, Inc.(a)		15,250		2,108,465
TIBCO Software, Inc.(a)		185,472		5,549,322
				68,798,337
COMPUTER TECHNOLOGY–9.0%
Apple, Inc.(a)		49,135		28,694,840
EMC Corp./MA(a)		136,123		3,488,833
				32,183,673
SEMICONDUCTORS & COMPONENT–1.5%
Broadcom Corp.–Class A(a)		74,394		2,514,517
Xilinx, Inc.		88,570		2,973,295
				5,487,812
				117,696,580
CONSUMER DISCRETIONARY–18.4%
AUTO PARTS–0.7%
BorgWarner, Inc.(a)		36,986		2,425,912
CABLE TELEVISION SERVICES–2.0%
Comcast Corp.–Class A		221,620		7,085,191
CASINOS & GAMBLING–1.5%
Las Vegas Sands Corp.		119,710		5,206,188
COSMETICS–0.7%
Estee Lauder Cos., Inc. (The)–Class A		49,960		2,703,835
DIVERSIFIED RETAIL–1.7%
Amazon.com, Inc.(a)		14,494		3,309,705
Dollar General Corp.(a)		52,842		2,874,076
				6,183,781
ENTERTAINMENT–3.8%
Walt Disney Co. (The)		279,510		13,556,235
LEISURE TIME–1.0%
priceline.com, Inc.(a)		5,210		3,462,149
RECREATIONAL VEHICLES & BOATS–0.7%
Harley-Davidson, Inc.		54,800	$	2,506,004
RESTAURANTS–2.1%
Chipotle Mexican Grill, Inc.–Class A(a)		6,230		2,367,089
Starbucks Corp.		98,745		5,265,083
				7,632,172
TEXTILES, APPAREL & SHOES–4.2%
Coach, Inc.		97,850		5,722,268
PVH Corp.		52,015		4,046,247
Ralph Lauren Corp.		14,660		2,053,280
VF Corp.		22,540		3,007,963
				14,829,758
				65,591,225
ENERGY–12.6%
OIL WELL EQUIPMENT & SERVICES–9.2%
FMC Technologies, Inc.(a)		60,995		2,392,834
Halliburton Co.		256,660		7,286,578
National Oilwell Varco, Inc.		88,710		5,716,472
Oceaneering International, Inc.		108,836		5,208,891
Schlumberger Ltd.		190,545		12,368,276
				32,973,051
OIL: CRUDE PRODUCERS–3.4%
Anadarko Petroleum Corp.		31,860		2,109,132
EOG Resources, Inc.		47,615		4,290,587
Noble Energy, Inc.		66,984		5,681,583
				12,081,302
				45,054,353
HEALTH CARE–11.8%
BIOTECHNOLOGY–0.8%
Biogen Idec, Inc.(a)		18,900		2,728,782
HEALTH CARE MANAGEMENT SERVICES–2.8%
UnitedHealth Group, Inc.		174,262		10,194,327
HEALTH CARE SERVICES–1.8%
Express Scripts Holding Co.(a)		54,383		3,036,203
McKesson Corp.		35,680		3,345,000
				6,381,203
MEDICAL & DENTAL INSTRUMENTS & SUPPLIES–0.8%
Stryker Corp.		52,690		2,903,219
MEDICAL EQUIPMENT–2.4%
Covidien PLC		116,455		6,230,343
Illumina, Inc.(a)(b)		61,055		2,466,011
				8,696,354

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
PHARMACEUTICALS–3.2%
Allergan, Inc./United States		64,715	$	5,990,667
Gilead Sciences, Inc.(a)		54,360		2,787,581
Perrigo Co.		21,600		2,547,288
				11,325,536
				42,229,421
PRODUCER DURABLES–10.8%
AEROSPACE–1.6%
Boeing Co. (The)		79,040		5,872,672
DIVERSIFIED MANUFACTURING OPERATIONS–4.5%
Danaher Corp.		228,592		11,905,071
Dover Corp.		75,840		4,065,783
				15,970,854
SCIENTIFIC INSTRUMENTS: CONTROL & FILTER–2.2%
Flowserve Corp.		24,061		2,761,000
Rockwell Automation, Inc.		37,015		2,445,211
Roper Industries, Inc.		25,240		2,488,159
				7,694,370
SCIENTIFIC INSTRUMENTS: ELECTRICAL–2.5%
AMETEK, Inc.		48,904		2,440,799
Emerson Electric Co.		139,830		6,513,281
				8,954,080
				38,491,976
FINANCIAL SERVICES–4.4%
ASSET MANAGEMENT & CUSTODIAN–0.9%
Affiliated Managers Group, Inc.(a)		27,780		3,040,521
DIVERSIFIED FINANCIAL SERVICES–1.5%
Blackstone Group LP		260,444		3,404,003
Goldman Sachs Group, Inc. (The)		21,585		2,069,138
				5,473,141
FINANCIAL DATA & SYSTEMS–1.4%
Visa, Inc.–Class A		41,030		5,072,539
REAL ESTATE–0.6%
CBRE Group, Inc.(a)		122,232		1,999,716
				15,585,917
MATERIALS & PROCESSING–4.2%
COPPER–0.6%
Freeport-McMoRan Copper & Gold, Inc.		60,770		2,070,434
FERTILIZERS–1.4%
Monsanto Co.		61,654		5,103,718
METAL FABRICATING–2.2%
Precision Castparts Corp.		46,260	$	7,609,307
				14,783,459
CONSUMER STAPLES–2.0%
FOODS–1.0%
Hershey Co. (The)		48,320		3,480,490
TOBACCO–1.0%
Philip Morris International, Inc.		41,021		3,579,492
				7,059,982
Total Common Stocks (cost $325,223,775)				346,492,913
	Principal Amount (000)
SHORT-TERM INVESTMENTS–3.3%
TIME DEPOSIT–3.3%
State Street Time Deposit 0.01%, 7/02/12 (cost $11,960,077)	$	11,960		11,960,077
Total Investments Before Security Lending Collateral for Securities Loaned–100.5% (cost $337,183,852)				358,452,990
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–1.2%
INVESTMENT COMPANIES–1.2%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $4,166,900)		4,166,900		4,166,900
TOTAL INVESTMENTS–101.7% (cost $341,350,752)				362,619,890
Other assets less liabilities–(1.7)%				(6,088,090	)
NET ASSETS–100.0%			$	356,531,800

(a) Non-income producing security.

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

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

See notes to financial statements.

4

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $337,183,852)	$	358,452,990	(a)
Affiliated issuers (cost $4,166,900—including investment of cash collateral for securities loaned of $4,166,900)		4,166,900
Receivable for investment securities sold		3,478,761
Dividends and interest receivable		247,209
Receivable for capital stock sold		59,243
Total assets		366,405,103
LIABILITIES
Payable for investment securities purchased		4,830,409
Payable for collateral received on securities loaned		4,166,900
Payable for capital stock redeemed		507,148
Advisory fee payable		222,881
Distribution fee payable		40,240
Administrative fee payable		18,206
Transfer Agent fee payable		157
Accrued expenses		87,362
Total liabilities		9,873,303
NET ASSETS	$	356,531,800
COMPOSITION OF NET ASSETS
Capital stock, at par	$	12,320
Additional paid-in capital		414,880,330
Undistributed net investment income		425,105
Accumulated net realized loss on investment and foreign currency transactions		(80,055,093	)
Net unrealized appreciation on investments		21,269,138
	$	356,531,800

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	163,397,353		5,563,182	$	29.37
B	$	193,134,447		6,756,932	$	28.58

(a) Includes securities on loan with a value of $4,212,881 (see Note E).

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $4,676)	$	1,904,715
Affiliated issuers		2,861
Interest		496
Securities lending income		4,824
		1,912,896
EXPENSES
Advisory fee (see Note B)		1,414,446
Distribution fee—Class B		254,823
Transfer agency—Class A		2,234
Transfer agency—Class B		2,629
Custodian		60,168
Printing		49,910
Administrative		29,297
Legal		18,908
Audit		18,397
Directors’ fees		1,959
Miscellaneous		5,911
Total expenses		1,858,682
Net investment income		54,214
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on:
Investment transactions		2,013,844
Options written		2,170,126
Net change in unrealized appreciation/depreciation of:
Investments		30,992,664
Options written		(1,244,948	)
Net gain on investment transactions		33,931,686
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	33,985,900

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	54,214		$	779,137
Net realized gain on investment transactions		4,183,970			25,829,747
Net change in unrealized appreciation/depreciation of investments		29,747,716			(38,119,585	)
Net increase (decrease) in net assets from operations		33,985,900			(11,510,701	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(618,044	)
Class B		–0	–		(187,529	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(38,836,954	)		(50,797,734	)
Total decrease		(4,851,054	)		(63,114,008	)
NET ASSETS
Beginning of period		361,382,854			424,496,862
End of period (including undistributed net investment income of $425,105 and $370,891, respectively)	$	356,531,800		$	361,382,854

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. Prior to February 1, 2006, the Portfolio’s investment objective was to seek growth of capital by pursuing aggressive investment policies. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

AllianceBernstein Variable Products Series Fund

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

346,492,913

$

–0

–

$

–0

–

$

346,492,913

Short-Term Investments

–0

–

11,960,077

–0

–

11,960,077

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

4,166,900

–0

–

–0

–

4,166,900

Total Investments in Securities

350,659,813

11,960,077

–0

–

362,619,890

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total

$

350,659,813

$

11,960,077

$

–0

–

$

362,619,890

* See Portfolio of Investments for sector classifications.

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

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

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. 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, 2012, such fee amounted to $29,297.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $270,592, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

10

AllianceBernstein Variable Products Series Fund

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	195,957,941		$	239,159,930
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 written options) are as follows:

Gross unrealized appreciation	$	34,608,524
Gross unrealized depreciation		(13,339,386	)
Net unrealized appreciation	$	21,269,138

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:

• 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 six months ended June 30, 2012, the Portfolio held purchased options for hedging purposes. During the six months ended June 30, 2012, the Portfolio held written options for hedging purposes.

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

For the six months ended June 30, 2012, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/11		515		$	3,042,253
Options written		3,706			391,736
Options expired		(301	)		(72,088	)
Options bought back		(988	)		(3,150,276	)
Options exercised		(2,932	)		(211,625	)
Options written outstanding as of 06/30/12		–0	–	$	–0	–

Documentation governing the Portfolio’s OTC derivatives may contain provisions for early termination of such transaction in the event the net assets of the Portfolio decline below specific levels set forth in the documentation (“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. As of June 30, 2012, the Portfolio had no OTC derivatives with contingent features in net liability positions.

At June 30, 2012, the Portfolio had entered into the following derivatives:

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2012:

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 investment transactions; Net change in unrealized appreciation/depreciation of investments	$	(4,524,730	)	$	2,845,820
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		2,170,126			(1,244,948	)
Total		$	(2,354,604	)	$	1,600,872

For two months of the period, the average monthly cost of purchased options contracts was $5,596,296.

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 securities loans 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 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

12

AllianceBernstein Variable Products Series Fund

other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $4,212,881 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $4,166,900. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $4,824 and $2,861 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$	1,525	$	31,197	$	28,555	$	4,167	$	3

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		48,742			147,718		$	1,433,337		$	4,187,909
Shares issued in reinvestment of dividends		–0	–		21,343			–0	–		618,044
Shares redeemed		(689,596	)		(1,197,862	)		(20,474,907	)		(33,506,926	)
Net decrease		(640,854	)		(1,028,801	)	$	(19,041,570	)	$	(28,700,973	)
Class B
Shares sold		220,040			828,556		$	6,320,377		$	22,736,245
Shares issued in reinvestment of dividends		–0	–		7,084			–0	–		187,529
Shares redeemed		(903,015	)		(1,649,135	)		(26,115,761	)		(45,020,535	)
Net decrease		(682,975	)		(813,495	)	$	(19,795,384	)	$	(22,096,761	)

NOTE G: Risks Involved in Investing in the Portfolio

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

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

13

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein 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.

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	805,573	$	1,551,902
Total taxable distributions		805,573		1,551,902
Total distributions paid	$	805,573	$	1,551,902

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	757,963
Accumulated capital and other losses		(84,349,734	)(a)
Unrealized appreciation/(depreciation)		(8,754,979	)(b)
Total accumulated earnings/(deficit)	$	(92,346,750	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $81,027,091. During the fiscal year, the Portfolio utilized $25,652,662 of capital loss carryforwards to offset current year net realized gains. The Portfolio also had $141,453,681 of capital loss carryforwards expire during the fiscal year. At December 31, 2011, the Portfolio had a post-October short-term capital loss deferral of $2,513,571 and a post-October long-term capital loss deferral of $809,072, which are deemed to arise on January 1, 2012.

(b) The difference 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 partnership investments, and the realization for tax purposes of gains/losses on certain derivative instruments.

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

14

AllianceBernstein Variable Products Series Fund

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $81,027,091 which will expire as follows:

Short-Term Amount		Long-Term Amount		Expiration
$	52,077,408		n/a		2016
	28,949,683		n/a		2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

15

LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30,  2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$26.86			$27.79			$25.36			$18.47			$30.61			$26.87
Income From Investment Operations
Net investment income (loss) (a)		.02			.09			.07			.10			.04			(.01	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.49			(.93	)		2.48			6.82			(12.18	)		3.75
Net increase (decrease) in net asset value from operations		2.51			(.84	)		2.55			6.92			(12.14	)		3.74
Less: Dividends
Dividends from net investment income		–0	–		(.09	)		(.12	)		(.03	)		–0	–		–0	–
Net asset value, end of period		$29.37			$26.86			$27.79			$25.36			$18.47			$30.61
Total Return
Total investment return based on net asset value (b)*		9.34	%		(3.04	)%		10.10	%		37.52	%		(39.66	)%		13.92	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$163,397			$166,654			$200,977			$211,940			$181,452			$395,655
Ratio to average net assets of:
Expenses		.85	%(c)		.84	%		.85	%(d)		.88	%		.84	%		.82	%
Net investment income (loss)		.16	%(c)		.33	%		.29	%(d)		.47	%		.17	%		(.03	)%
Portfolio turnover rate		54	%		89	%		105	%		97	%		89	%		92	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$26.17			$27.08			$24.72			$18.03			$29.96			$26.37
Income From Investment Operations
Net investment income (loss) (a)		(.01	)		.02			.01			.04			(.02	)		(.08	)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		2.42			(.91	)		2.42			6.65			(11.91	)		3.67
Net increase (decrease) in net asset value from operations		2.41			(.89	)		2.43			6.69			(11.93	)		3.59
Less: Dividends
Dividends from net investment income		–0	–		(.02	)		(.07	)		–0	–		–0	–		–0	–
Net asset value, end of period		$28.58			$26.17			$27.08			$24.72			$18.03			$29.96
Total Return
Total investment return based on net asset value (b)*		9.21	%		(3.27	)%		9.83	%		37.10	%		(39.82	)%		13.61	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$193,135			$194,729			$223,520			$233,460			$192,976			$393,537
Ratio to average net assets of:
Expenses		1.10	%(c)		1.09	%		1.10	%(d)		1.13	%		1.09	%		1.07	%
Net investment income (loss)		(.09	)%(c)		.08	%		.04	%(d)		.22	%		(.08	)%		(.27	)%
Portfolio turnover rate		54	%		89	%		105	%		97	%		89	%		92	%

(a) Based on average shares outstanding.

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

(c) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2012 and years ended December 31, 2011, December 31, 2010, December 31, 2009, December 31, 2008 and December 31, 2007 by 0.55%, 0.46%, 0.58%, 1.96%, 2.10% and 0.39%, respectively.

See notes to financial statements.

17

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

18

AllianceBernstein Variable Products Series Fund

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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 29, 2012 and (in the case of comparisons with the Index) the since inception period (June 1992 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1- and 10-year periods, in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 3-year period, and in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 5-year period. The Portfolio outperformed the Index in the since inception period and lagged the Index in all other periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had essentially matched the Lipper VA Large Cap Growth Funds Average and outperformed the Index.

The directors noted that they had discussed with the Adviser their concerns about the relative performance of the Portfolio. The directors took into account the Adviser’s recent restructuring of the Adviser’s research and portfolio management teams and investment process changes that are intended to improve the investment performance of its equity services.

Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio.

Advisory Fees and Other Expenses

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

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

19

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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

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

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 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 similar to the Expense Group median. The directors concluded that the Portfolio’s total expense ratio was acceptable, although they noted that it was higher than the Expense Group and the Expense Universe medians, and they asked the Adviser to consider measures to reduce it.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Growth	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	396.9	Large Cap Growth Portfolio

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

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

3 Jones v. Harris at 1427.

21

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $61,194 (0.02% 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    0.84	%		December 31
		Class B    1.09	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

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

22

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	$396.9	Large Cap Growth Schedule 80 bp on first $25m 50 bp on the next $25m 40 bp on the next $50m 30 bp on the next $100m 25 bp on the balance Minimum account size $25m		0.332	%		0.750	%

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

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

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

Fund	Fee7
American Growth Portfolio Class A		1.50	%
Class I (Institutional)		0.70	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown is the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2012 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		0.275%		0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser.

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

23

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.⁹

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

Portfolio	Contractual Management Fee10		Lipper Exp. Group Median (%)		Rank
Large Cap Growth Portfolio		0.750		0.750		5/14

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 EU¹¹ 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 (%)12		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Large Cap Growth Portfolio		0.841		0.825		10/14		0.793		57/81

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

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

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

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 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 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.

24

AllianceBernstein Variable Products Series Fund

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $535,505 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $1,605,724 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,311 from the Portfolio.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, 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 fee structures,¹⁴ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also

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

14 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

25

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

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

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

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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 29, 2012.²⁰

	Fund		PG Median		PU Median		PG Rank		PU Rank
Large Cap Growth Portfolio
1 year		1.90		4.17		5.03		12/13		84/96
3 year		23.09		24.76		25.31		10/13		73/91
5 year		2.80		3.30		3.63		9/10		63/83
10 year		3.08		3.71		3.97		9/10		56/64

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

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

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

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

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

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

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown²³

	Periods Ending February 29, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Large Cap Growth Portfolio		1.89		23.09		2.80		3.08		8.36		17.46		0.15		10
Russell 1000 Growth Index		7.62		27.51		4.54		4.30		7.68		16.34		0.22		10
Inception Date: June 26, 1992

CONCLUSION:

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

Dated: May 25, 2012

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 29, 2012.

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. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

REAL ESTATE INVESTMENT PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,152.90	$	4.66		0.87	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.54	$	4.37		0.87	%
Class B
Actual	$	1,000	$	1,151.60	$	5.99		1.12	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.29	$	5.62		1.12	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	8,715,403		10.7	%
American Tower Corp.		5,104,828		6.3
Ventas, Inc.		3,440,671		4.2
Equity Residential		3,279,512		4.0
Boston Properties, Inc.		2,855,441		3.5
Vornado Realty Trust		2,766,301		3.4
Public Storage		2,765,452		3.4
Weyerhaeuser Co.		2,523,326		3.1
AvalonBay Communities, Inc.		2,405,160		2.9
HCP, Inc.		2,316,109		2.8
	$	36,172,203		44.3	%

INDUSTRY DIVERSIFICATION^**

June 30, 2012 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	15,889,989		19.5	%
Regional Mall		11,966,147		14.7
Multi-Family		10,293,103		12.7
Health Care		9,582,022		11.8
Office		8,125,742		10.0
Lodging		8,077,736		9.9
Shopping Center/Other Retail		6,463,256		7.9
Self Storage		5,592,139		6.9
Industrial Warehouse Distribution		2,985,287		3.7
Triple Net		1,798,131		2.2
Student Housing		598,098		0.7
Total Investments	$	81,371,650		100.0	%

* Long-term investments.

** The Portfolio’s industry breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

2

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.7%
EQUITY: OTHER–33.4%
DIVERSIFIED/SPECIALTY–19.5%
American Tower Corp.		73,020	$	5,104,829
Digital Realty Trust, Inc.(a)		23,960		1,798,677
Duke Realty Corp.		75,380		1,103,563
Lexington Realty Trust(a)		95,900		812,273
Plum Creek Timber Co., Inc.		20,150		799,955
Rayonier, Inc.		21,850		981,065
Vornado Realty Trust		32,940		2,766,301
Weyerhaeuser Co.(a)		112,850		2,523,326
				15,889,989
HEALTH CARE–11.7%
HCP, Inc.		52,460		2,316,109
Health Care REIT, Inc.		36,961		2,154,826
LTC Properties, Inc.		16,900		613,132
Omega Healthcare Investors, Inc.		18,520		416,700
Senior Housing Properties Trust		28,700		640,584
Ventas, Inc.		54,510		3,440,671
				9,582,022
TRIPLE NET–2.2%
Entertainment Properties Trust		5,050		207,606
National Retail Properties, Inc.		29,350		830,311
Realty Income Corp.(a)		18,200		760,214
				1,798,131
				27,270,142
RETAIL–22.6%
REGIONAL MALL–14.7%
CBL & Associates Properties, Inc.(a)		26,932		526,251
General Growth Properties, Inc.		80,780		1,461,310
Glimcher Realty Trust		67,438		689,216
Macerich Co. (The)(a)		9,720		573,966
Simon Property Group, Inc.		55,990		8,715,404
				11,966,147
SHOPPING CENTER/OTHER RETAIL–7.9%
DDR Corp.		49,573		725,749
Federal Realty Investment Trust		11,200		1,165,808
Kimco Realty Corp.		29,600		563,288
Regency Centers Corp.		25,280		1,202,570
Retail Opportunity Investments Corp.(a)		75,466		910,120
Tanger Factory Outlet Centers		41,430		1,327,831
Weingarten Realty Investors		21,560		567,890
				6,463,256
				18,429,403
RESIDENTIAL–20.2%
MULTI-FAMILY–12.6%
Associated Estates Realty Corp.		12,590		188,221
AvalonBay Communities, Inc.		17,000		2,405,160
BRE Properties, Inc.		13,590		679,772
Camden Property Trust		13,865		938,245
Equity Residential		52,590		3,279,512
Essex Property Trust, Inc.		6,050	$	931,216
Post Properties, Inc.		9,690		474,325
UDR, Inc.		54,050		1,396,652
				10,293,103
SELF STORAGE–6.9%
CubeSmart		33,000		385,110
Extra Space Storage, Inc.		44,971		1,376,113
Public Storage		19,150		2,765,452
Sovran Self Storage, Inc.		21,271		1,065,464
				5,592,139
STUDENT HOUSING–0.7%
Education Realty Trust, Inc.		53,980		598,098
				16,483,340
OFFICE–9.9%
OFFICE–9.9%
Boston Properties, Inc.		26,349		2,855,441
Brandywine Realty Trust		25,310		312,325
Corporate Office Properties Trust		12,430		292,229
Douglas Emmett, Inc.		54,340		1,255,254
Kilroy Realty Corp.		24,584		1,190,112
Liberty Property Trust(a)		9,240		340,402
Mack-Cali Realty Corp.		15,290		444,480
PS Business Parks, Inc.		3,140		212,641
SL Green Realty Corp.		15,240		1,222,858
				8,125,742
LODGING–9.9%
LODGING–9.9%
FelCor Lodging Trust, Inc.(b)		222,105		1,043,893
Hospitality Properties Trust		8,940		221,444
Host Hotels & Resorts, Inc.		71,060		1,124,169
Intercontinental Hotels Group PLC		34,900		840,200
LaSalle Hotel Properties(a)		45,297		1,319,955
Pebblebrook Hotel Trust		45,120		1,051,747
RLJ Lodging Trust		18,850		341,751
Starwood Hotels & Resorts Worldwide, Inc.		7,780		412,651
Strategic Hotels & Resorts, Inc.(b)		166,230		1,073,846
Sunstone Hotel Investors, Inc.(b)		58,970		648,080
				8,077,736
INDUSTRIALS–3.7%
INDUSTRIAL WAREHOUSE DISTRIBUTION–3.7%
EastGroup Properties, Inc.		13,370		712,621
ProLogis, Inc.		68,392		2,272,666
				2,985,287
Total Investments Before Security Lending Collateral for Securities Loaned–99.7% (cost $66,682,883)			$	81,371,650

3

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–5.3%
INVESTMENT COMPANIES–5.3%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $4,293,767)		4,293,767	$	4,293,767
TOTAL INVESTMENTS–105.0% (cost $70,976,650)				85,665,417
Other assets less liabilities–(5.0)%				(4,049,774	)
NET ASSETS–100.0%			$	81,615,643

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

(b) Non-income producing security.

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

Glossary:

REIT—Real Estate Investment Trust

See notes to financial statements.

4

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $66,682,883)	$	81,371,650	(a)
Affiliated issuers (cost $4,293,767—including investment of cash collateral for securities loaned of $4,293,767)		4,293,767
Foreign currencies, at value (cost $7,330)		7,473
Receivable for investment securities sold		3,392,555
Dividends and interest receivable		190,916
Receivable for capital stock sold		80,932
Total assets		89,337,293
LIABILITIES
Due to custodian		149,600
Payable for collateral received on securities loaned		4,293,767
Payable for investment securities purchased		3,047,367
Payable for capital stock redeemed		111,627
Advisory fee payable		36,678
Administrative fee payable		15,935
Distribution fee payable		3,005
Transfer Agent fee payable		146
Accrued expenses		63,525
Total liabilities		7,721,650
NET ASSETS	$	81,615,643
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,111
Additional paid-in capital		51,425,493
Undistributed net investment income		1,935,255
Accumulated net realized gain on investment and foreign currency transactions		13,559,874
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		14,688,910
	$	81,615,643

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	66,842,769		5,005,982	$	13.35
B	$	14,772,874		1,104,979	$	13.37

(a) Includes securities on loan with a value of $4,271,378 (see Note E).

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	1,247,695
Affiliated issuers		2,745
Interest		44
Securities lending income		3,404
		1,253,888
EXPENSES
Advisory fee (see Note B)		221,202
Distribution fee—Class B		17,761
Transfer agency—Class A		918
Transfer agency—Class B		196
Custodian		44,226
Administrative		26,951
Audit		21,710
Legal		14,822
Printing		13,372
Directors’ fees		1,973
Miscellaneous		3,331
Total expenses		366,462
Net investment income		887,426
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		4,319,233
Foreign currency transactions		(2,027	)
Net change in unrealized appreciation/depreciation of:
Investments		6,020,303
Foreign currency denominated assets and liabilities		224
Net gain on investment and foreign currency transactions		10,337,733
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	11,225,159

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	887,426		$	663,371
Net realized gain on investment and foreign currency transactions		4,317,206			10,132,203
Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		6,020,527			(4,144,270	)
Net increase in net assets from operations		11,225,159			6,651,304
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(926,394	)
Class B		–0	–		(175,422	)
Net realized gain on investment transactions
Class A		–0	–		(6,988,236	)
Class B		–0	–		(1,581,076	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(6,238,366	)		(1,323,767	)
Total increase (decrease)		4,986,793			(4,343,591	)
NET ASSETS
Beginning of period		76,628,850			80,972,441
End of period (including undistributed net investment income of $1,935,255 and $1,047,829, respectively)	$	81,615,643		$	76,628,850

See notes to financial statements.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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

2. Fair Value Measurements

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

8

AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Equity: Other

$

27,270,142

$

–0

–

$

–0

–

$

27,270,142

Retail

18,429,403

–0

–

–0

–

18,429,403

Residential

16,483,340

–0

–

–0

–

16,483,340

Office

8,125,742

–0

–

–0

–

8,125,742

Lodging

7,237,536

840,200

–0

–

8,077,736

Industrials

2,985,287

–0

–

–0

–

2,985,287

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

4,293,767

–0

–

–0

–

4,293,767

Total Investments in Securities

84,825,217

840,200

–0

–

85,665,417

Other Financial Instruments*:

–0

–

–0

–

–0

–

–0

–

Total

$

84,825,217

$

840,200

$

–0

–

$

85,665,417

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

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

9

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. 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, 2012, such fee amounted to $26,951.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $129,304, of which $0 and $70, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

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

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

10

AllianceBernstein Variable Products Series Fund

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	51,538,089		$	56,526,525
U.S. government securities		–0	–		–0	–

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

Gross unrealized appreciation	$	14,780,909
Gross unrealized depreciation		(92,142	)
Net unrealized appreciation	$	14,688,767

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, 2012.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $4,271,378 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $4,293,767. The cash collateral will be

11

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $3,404 and $2,745 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)	Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30,  2012 (000)		Dividend Income (000)
$5,385	$	20,266	$	21,357	$	4,294	$	3

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		233,330			508,434		$	2,946,828		$	5,874,945
Shares issued in reinvestment of dividends and distributions		–0	–		663,422			–0	–		7,914,630
Shares redeemed		(677,455	)		(1,254,474	)		(8,439,803	)		(14,772,917	)
Net decrease		(444,125	)		(82,618	)	$	(5,492,975	)	$	(983,342	)
Class B
Shares sold		101,553			195,142		$	1,305,661		$	2,318,319
Shares issued in reinvestment of dividends and distributions		–0	–		146,619			–0	–		1,756,498
Shares redeemed		(162,924	)		(377,447	)		(2,051,052	)		(4,415,242	)
Net decrease		(61,371	)		(35,686	)	$	(745,391	)	$	(340,425	)

NOTE G: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

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

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

12

AllianceBernstein Variable Products Series Fund

significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	1,768,593	$	931,194
Net long-term capital gains		7,902,535		–0	–
Total taxable distributions paid	$	9,671,128	$	931,194

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,096,729
Undistributed capital gains		8,437,330
Unrealized appreciation/(depreciation)		8,424,821	(a)
Total accumulated earnings/(deficit)	$	18,958,880

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2011, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

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

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REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.58			$12.02			$9.64			$7.86			$16.23			$22.83
Income From Investment Operations
Net investment income (a)		.14			.11			.23			.19			.26			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.63			1.02			2.30			1.98			(4.38	)		(2.91	)
Net increase (decrease) in net asset value from operations		1.77			1.13			2.53			2.17			(4.12	)		(2.69	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.18	)		(.15	)		(.23	)		(.26	)		(.30	)
Distributions from net realized gain on investment transactions		–0	–		(1.39	)		–0	–		(.16	)		(3.99	)		(3.61	)
Total dividends and distributions		–0	–		(1.57	)		(.15	)		(.39	)		(4.25	)		(3.91	)
Net asset value, end of period		$13.35			$11.58			$12.02			$9.64			$7.86			$16.23
Total Return
Total investment return based on net asset value (b)		15.29	%		9.03	%*		26.34	%		29.46	%		(35.68	)%		(14.53	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$66,843			$63,093			$66,493			$38,317			$24,082			$50,015
Ratio to average net assets of:
Expenses		.87	%(c)		.88	%		.87	%(d)		1.25	%		1.01	%		.85	%
Net investment income		2.25	%(c)		.91	%		2.15	%(d)		2.50	%		2.13	%		1.09	%
Portfolio turnover rate		64	%		114	%		132	%		94	%		46	%		51	%

See footnote summary on page 15.

14

REAL ESTATE INVESTMENT PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six  Months Ended June 30,  2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$11.61			$12.05			$9.67			$7.86			$16.20			$22.80
Income From Investment Operations
Net investment income (a)		.13			.08			.20			.20			.22			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.63			1.02			2.31			1.97			(4.37	)		(2.90	)
Net increase (decrease) in net asset value from operations		1.76			1.10			2.51			2.17			(4.15	)		(2.74	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.15	)		(.13	)		(.20	)		(.20	)		(.25	)
Distributions from net realized gain on investment transactions		–0	–		(1.39	)		–0	–		(.16	)		(3.99	)		(3.61	)
Total dividends and distributions		–0	–		(1.54	)		(.13	)		(.36	)		(4.19	)		(3.86	)
Net asset value, end of period		$13.37			$11.61			$12.05			$9.67			$7.86			$16.20
Total Return
Total investment return based on net asset value (b)		15.16	%		8.75	%*		26.05	%		29.22	%		(35.82	)%		(14.76	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$14,773			$13,536			$14,479			$12,517			$11,104			$22,281
Ratio to average net assets of:
Expenses		1.12	%(c)		1.13	%		1.13	%(d)		1.53	%		1.26	%		1.10	%
Net investment income		2.01	%(c)		.64	%		1.89	%(d)		2.67	%		1.83	%		.80	%
Portfolio turnover rate		64	%		114	%		132	%		94	%		46	%		51	%

(a) Based on average shares outstanding.

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

(c) Annualized.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2011 by 0.06%.

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The direc-

16

AllianceBernstein Variable Products Series Fund

tors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the May 2012 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 500 Stock Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2012 and (in the case of comparisons with the indices) the since inception period (January 1997 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and 4th quintile of the Performance Universe for the 3-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 5-year period, and in the 2nd quintile of the Performance Group and 3rd quintile of the Performance Universe for the 10-year period. The Portfolio lagged the FTSE NAREIT Equity REIT Index in the 3-year period but outperformed that index in all other periods. The Portfolio lagged the S&P 500 Stock Index in the 5-year period and outperformed that index in all other periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Real Estate Funds Average and the FTSE NAREIT Equity REIT Index but lagged the S&P 500 Index. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s recent performance, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

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

The directors also considered the fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule started at a higher fee rate than the Portfolio’s starting fee rate, but had more breakpoints starting at lower asset levels. Applying the institutional fee schedule to the level of assets of the Portfolio would result in a higher fee rate than that being paid by the Portfolio prior to taking account of the administrative expense reimbursements to the Adviser. The directors noted that adding the administrative expense reimbursement to the Adviser resulted in a lower rate of total compensation to the Adviser under the institutional fee schedule. 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

17

REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds 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, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 8 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio was lower than the Expense Group median and essentially the same as the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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.

18

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	82.7	Real Estate Investment Portfolio

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

19

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $59,827 (0.08% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio	Fiscal Year
Real Estate Investment Portfolio	Class A    0.88% Class B    1.13%		December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Real Estate Investment Portfolio	$82.7	U.S. REIT Strategy Schedule 70 bp on first $25m 60 bp on next $25m 50 on the balance Minimum account size $25m		0.595	%		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.

20

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a substantially somewhat investment style as the Portfolio. Set forth below is the fee schedule of Global Real Estate Investment Fund, Inc.⁶ 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:⁷

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Real Estate Investment Portfolio	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁸

Fund	Fee9
Global Real Estate Securities Portfolio
Class A		1.75	%
Class I (Institutional)		0.95	%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.¹¹

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

6 The Portfolio’s investment guidelines are more restrictive than that of AllianceBernstein Global Real Estate Investment Fund, Inc. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the AllianceBernstein Global Real Estate Investment Fund, Inc., which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

7 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

8 The Portfolio’s investment guidelines are more restrictive than that of the Luxembourg fund. The Portfolio primarily invests in equity securities of U.S. real estate investment trusts (“REITS”) and other U.S. real estate industry companies, in contrast to the Luxembourg fund, which may invest in equities of non-U.S. REITS and other non-U.S. real estate industry companies.

9 Class A shares of the funds are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of 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.

21

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee12	Lipper Exp. Group Median (%)	Rank
Real Estate Investment Portfolio	0.550	0.830		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 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 Exp. Group Median (%)	Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Real Estate Investment Portfolio	0.877	0.880		7/15		0.879		12/24

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $35,303 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $127,727 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

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.

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.

22

AllianceBernstein Variable Products Series Fund

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,310 from the Portfolio.¹⁵

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 fee structures,¹⁶ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁷ study on advisory fees and various fund characteristics.¹⁸ The independent consultant first reiterated the results of his previous two dimensional

15 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2010.

16 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

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.

23

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

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 $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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 29, 2012.²²

	Fund		PG Median		PU Median		PG Rank		PU Rank
Real Estate Investment Portfolio
1 year		–1.29		3.49		4.14		11/15		20/24
3 year		37.39		37.01		39.88		7/14		14/23
5 year		–2.05		–2.64		–1.88		6/12		12/21
10 year		10.67		9.93		10.40		3/8		5/11

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 29, 2012 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Real Estate Investment Portfolio		7.92		41.53		–0.29		11.66		9.70		24.97		0.46		10
FTSE NAREIT Equity REIT Index26		4.80		41.85		–1.53		10.55		9.16		25.66		0.45		10
S&P 500 Stock Index		5.12		25.56		1.58		4.17		5.85		N/A		N/A		10
Inception Date: January 9, 1997

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/PU are identical to the Portfolio’s respective EG/EU.

22 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 29, 2012.

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. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

24

AllianceBernstein Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 25, 2012

25

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,117.00	$	6.21		1.18	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.00	$	5.92		1.18	%
Class B
Actual	$	1,000	$	1,115.60	$	7.57		1.44	%
Hypothetical (5% return before expenses)	$	1,000	$	1,017.70	$	7.22		1.44	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

SMALL CAP GROWTH FUND
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Life Time Fitness, Inc.	$	986,477		1.8	%
CoStar Group, Inc.		981,383		1.7
DealerTrack Holdings, Inc.		962,346		1.7
Akorn, Inc.		959,242		1.7
Aspen Technology, Inc.		934,079		1.7
Cadence Design Systems, Inc.		846,670		1.5
Grand Canyon Education, Inc.		836,616		1.5
TrueBlue, Inc.		828,149		1.5
SXC Health Solutions Corp.		824,534		1.5
Hibbett Sports, Inc.		793,801		1.4
	$	8,953,297		16.0	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Industrials	$	13,413,312		23.6	%
Information Technology		13,129,363		23.1
Consumer Discretionary		10,862,229		19.1
Health Care		10,469,018		18.4
Energy		3,805,070		6.7
Financials		2,504,489		4.4
Materials		574,560		1.0
Consumer Staples		412,370		0.7
Short-Term Investments		1,742,200		3.0
Total Investments	$	56,912,611		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 Fund’s prospectus.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.3%
INDUSTRIALS–23.9%
AEROSPACE & DEFENSE–2.0%
Hexcel Corp.(a)		29,940	$	772,152
Keyw Holding Corp. (The)(a)(b)		37,993		381,450
				1,153,602
BUILDING PRODUCTS–0.7%
Simpson Manufacturing Co., Inc.		14,024		413,848
COMMERCIAL SERVICES & SUPPLIES–1.2%
Interface, Inc.		48,210		657,102
CONSTRUCTION & ENGINEERING–1.3%
Dycom Industries, Inc.(a)		37,971		706,640
ELECTRICAL EQUIPMENT–1.1%
AMETEK, Inc.		4,300		214,613
Thermon Group Holdings, Inc.(a)(b)		19,548		404,839
				619,452
INDUSTRIAL CONGLOMERATES–0.6%
Carlisle Cos., Inc.		6,420		340,389
MACHINERY–9.9%
Actuant Corp.–Class A		22,900		621,964
Chart Industries, Inc.(a)		8,370		575,521
Gardner Denver, Inc.		8,100		428,571
IDEX Corp.		17,455		680,396
Lincoln Electric Holdings, Inc.		13,720		600,799
Middleby Corp.(a)		7,260		723,169
RBC Bearings, Inc.(a)		13,129		621,002
Robbins & Myers, Inc.		13,465		563,106
Valmont Industries, Inc.		6,031		729,570
				5,544,098
MARINE–1.2%
Kirby Corp.(a)		13,833		651,258
PROFESSIONAL SERVICES–3.5%
Advisory Board Co. (The)(a)		12,260		607,974
RPX Corp.(a)		39,109		561,214
TrueBlue, Inc.(a)		53,498		828,149
				1,997,337
ROAD & RAIL–1.0%
Genesee & Wyoming, Inc.–Class A(a)		10,700		565,388
TRADING COMPANIES & DISTRIBUTORS–1.4%
United Rentals, Inc.(a)		22,450		764,198
				13,413,312
INFORMATION TECHNOLOGY–23.4%
COMMUNICATIONS EQUIPMENT–2.1%
Aruba Networks, Inc.(a)(b)		8,710		131,085
Ciena Corp.(a)(b)		31,232		511,268
Netgear, Inc.(a)		16,270	$	561,478
				1,203,831
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.5%
Audience, Inc.(a)(b)		14,150		272,812
INTERNET SOFTWARE & SERVICES–4.3%
Bazaarvoice, Inc.(a)(b)		14,796		269,287
CoStar Group, Inc.(a)		12,086		981,383
DealerTrack Holdings, Inc.(a)		31,961		962,346
ExactTarget, Inc.(a)(b)		8,744		191,144
				2,404,160
IT SERVICES–1.0%
ServiceSource International, Inc.(a)(b)		39,065		541,050
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–6.1%
Entegris, Inc.(a)		32,427		276,926
Fairchild Semiconductor International, Inc.(a)		39,399		555,526
Mellanox Technologies Ltd.(a)(b)		10,230		724,693
Semtech Corp.(a)		29,490		717,197
Teradyne, Inc.(a)		41,560		584,334
Veeco Instruments, Inc.(a)(b)		16,520		567,627
				3,426,303
SOFTWARE–9.4%
Aspen Technology, Inc.(a)		40,349		934,079
Cadence Design Systems, Inc.(a)		77,040		846,670
Fortinet, Inc.(a)		24,983		580,105
Informatica Corp.(a)		2,440		103,359
MICROS Systems, Inc.(a)		14,314		732,877
QLIK Technologies, Inc.(a)		30,544		675,633
ServiceNow, Inc.(a)		3,573		87,896
SolarWinds, Inc.(a)		16,430		715,691
Synchronoss Technologies, Inc.(a)		12,809		236,582
TIBCO Software, Inc.(a)		12,310		368,315
				5,281,207
				13,129,363
CONSUMER DISCRETIONARY–19.4%
DISTRIBUTORS–0.9%
LKQ Corp.(a)		15,650		522,710
DIVERSIFIED CONSUMER SERVICES–1.5%
Grand Canyon Education, Inc.(a)		39,953		836,616
HOTELS, RESTAURANTS & LEISURE–4.6%
BJ’s Restaurants, Inc.(a)		10,605		402,990
Life Time Fitness, Inc.(a)		21,210		986,477
Orient-Express Hotels Ltd.–Class A(a)		58,070		486,046

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Panera Bread Co.–Class A(a)		5,070	$	706,961
				2,582,474
HOUSEHOLD DURABLES–0.8%
Skullcandy, Inc.(a)(b)		32,052		453,536
MEDIA–1.9%
National CineMedia, Inc.		39,790		603,614
Pandora Media, Inc.(a)(b)		40,770		443,170
				1,046,784
SPECIALTY RETAIL–9.7%
Cabela’s, Inc.(a)		14,515		548,812
Dick’s Sporting Goods, Inc.		14,910		715,680
Francesca’s Holdings Corp.(a)		27,828		751,634
Hibbett Sports, Inc.(a)		13,755		793,801
Select Comfort Corp.(a)		32,120		671,951
Ulta Salon Cosmetics & Fragrance, Inc.		5,500		513,590
Vitamin Shoppe, Inc.(a)		12,440		683,329
Zumiez, Inc.(a)		18,720		741,312
				5,420,109
				10,862,229
HEALTH CARE–18.6%
BIOTECHNOLOGY–6.0%
Achillion Pharmaceuticals, Inc.(a)(b)		28,680		177,816
Amarin Corp. PLC (ADR)(a)(b)		22,710		328,387
Ariad Pharmaceuticals, Inc.(a)		28,360		488,076
Arqule, Inc.(a)		45,787		271,517
Cepheid, Inc.(a)		16,842		753,679
Ironwood Pharmaceuticals, Inc.(a)		25,637		353,278
Onyx Pharmaceuticals, Inc.(a)		4,910		326,269
Pharmacyclics, Inc.(a)(b)		6,990		381,724
Synageva BioPharma Corp.(a)(b)		2,895		117,421
TESARO, Inc.(a)		11,590		162,144
				3,360,311
HEALTH CARE EQUIPMENT & SUPPLIES–3.7%
HeartWare International, Inc.(a)(b)		2,490		221,112
NxStage Medical, Inc.(a)		33,212		556,633
Sirona Dental Systems, Inc.(a)		13,424		604,214
Volcano Corp.(a)		23,884		684,277
				2,066,236
HEALTH CARE PROVIDERS & SERVICES–3.4%
AMERIGROUP Corp.(a)		11,377		749,858
HMS Holdings Corp.(a)		15,185		505,813
Mednax, Inc.(a)		9,717		666,003
				1,921,674
HEALTH CARE TECHNOLOGY–1.4%
SXC Health Solutions Corp.(a)(b)		8,311		824,534
PHARMACEUTICALS–4.1%
Akorn, Inc.(a)		60,827		959,242
MAP Pharmaceuticals, Inc.(a)(b)		18,600		278,628
Optimer Pharmaceuticals, Inc.(a)(b)		20,746	$	321,978
Questcor Pharmaceuticals, Inc.(a)(b)		13,832		736,415
				2,296,263
				10,469,018
ENERGY–6.8%
ENERGY EQUIPMENT & SERVICES–4.0%
Dril-Quip, Inc.(a)		6,420		421,088
Forum Energy Technologies, Inc.(a)(b)		10,530		207,336
Oceaneering International, Inc.		12,845		614,762
Oil States International, Inc.(a)		8,687		575,079
Superior Energy Services, Inc.(a)		21,047		425,781
				2,244,046
OIL, GAS & CONSUMABLE FUELS–2.8%
Laredo Petroleum Holdings, Inc.(a)		15,400		320,320
Matador Resources Co.(a)		39,130		420,256
Oasis Petroleum, Inc.(a)		19,535		472,356
SM Energy Co.		7,088		348,092
				1,561,024
				3,805,070
FINANCIALS–4.5%
CAPITAL MARKETS–2.3%
Affiliated Managers Group, Inc.(a)		6,600		722,370
Stifel Financial Corp.(a)		18,116		559,784
				1,282,154
COMMERCIAL BANKS–2.2%
Iberiabank Corp.		11,689		589,710
Signature Bank/New York NY(a)		10,376		632,625
				1,222,335
				2,504,489
MATERIALS–1.0%
CHEMICALS–1.0%
PolyOne Corp.		42,000		574,560
CONSUMER STAPLES–0.7%
FOOD & STAPLES RETAILING–0.7%
Chefs’ Warehouse, Inc. (The)(a)		22,846		412,370
Total Common Stocks (cost $47,691,936)				55,170,411

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
SHORT-TERM INVESTMENTS–3.1%
TIME DEPOSIT–3.1%
State Street Time Deposit 0.01%, 7/02/12 (cost $1,742,200)	$	1,742	$	1,742,200
Total Investments Before Security Lending Collateral for Securities Loaned–101.4% (cost $49,434,136)				56,912,611
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–14.0%
INVESTMENT COMPANIES–14.0%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $7,851,529)		7,851,529	$	7,851,529
TOTAL INVESTMENTS–115.4% (cost $57,285,665)				64,764,140
Other assets less liabilities–(15.4)%				(8,642,367	)
NET ASSETS–100.0%			$	56,121,773

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $49,434,136)	$	56,912,611	(a)
Affiliated issuers (cost $7,851,529—including investment of cash collateral for securities loaned of $7,851,529)		7,851,529
Receivable for investment securities sold		499,829
Receivable for capital stock sold		32,720
Dividends and interest receivable		18,433
Total assets		65,315,122
LIABILITIES
Payable for collateral received on securities loaned		7,851,529
Payable for investment securities purchased		1,187,404
Advisory fee payable		34,121
Payable for capital stock redeemed		23,856
Administrative fee payable		15,521
Distribution fee payable		6,036
Transfer Agent fee payable		129
Accrued expenses		74,753
Total liabilities		9,193,349
NET ASSETS	$	56,121,773
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,988
Additional paid-in capital		39,488,925
Accumulated net investment loss		(343,649	)
Accumulated net realized gain on investment transactions		9,495,034
Net unrealized appreciation on investments		7,478,475
	$	56,121,773

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	26,301,641		1,378,123	$	19.09
B	$	29,820,132		1,609,625	$	18.53

(a) Includes securities on loan with a value of $7,951,228 (see Note E).

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	77,516
Affiliated issuers		3,362
Interest		61
Securities lending income		27,040
		107,979
EXPENSES
Advisory fee (see Note B)		236,332
Distribution fee—Class B		37,517
Transfer agency—Class A		864
Transfer agency—Class B		803
Custodian		55,172
Administrative		26,450
Audit		18,303
Printing		17,654
Legal		15,226
Directors’ fees		1,943
Miscellaneous		1,865
Total expenses		412,129
Net investment loss		(304,150	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		8,528,003
Net change in unrealized appreciation/depreciation of investments		(539,869	)
Net gain on investment transactions		7,988,134
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	7,683,984

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(304,150	)	$	(591,207	)
Net realized gain on investment transactions		8,528,003			10,043,475
Net change in unrealized appreciation/depreciation of investments		(539,869	)		(7,045,161	)
Net increase in net assets from operations		7,683,984			2,407,107
CAPITAL STOCK TRANSACTIONS
Net decrease		(10,596,243	)		(1,519,142	)
Total increase (decrease)		(2,912,259	)		887,965
NET ASSETS
Beginning of period		59,034,032			58,146,067
End of period (including accumulated net investment loss of ($343,649) and ($39,499), respectively)	$	56,121,773		$	59,034,032

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets

Common Stocks*

$

55,170,411

$

–0

–

$

–0

–

$

55,170,411

Short-Term Investments

–0

–

1,742,200

–0

–

1,742,200

Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund

7,851,529

–0

–

–0

–

7,851,529

Total Investments in Securities

63,021,940

1,742,200

–0

–

64,764,140

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total

$

63,021,940

$

1,742,200

$

–0

–

$

64,764,140

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

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

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AllianceBernstein Variable Products Series Fund

(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 to each Portfolio in proportion to net assets. 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, 2012, such fee amounted to $26,450.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $64,266, of which $12 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

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SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	39,309,886		$	50,209,181
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	8,684,840
Gross unrealized depreciation		(1,206,365	)
Net unrealized appreciation	$	7,478,475

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, 2012.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $7,951,228 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $7,851,529. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $27,040 and $3,362 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; 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

12

AllianceBernstein Variable Products Series Fund

collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2012 (000)		Dividend Income (000)
$	3,132	$	21,957	$	17,237	$	7,852	$	3

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		797,829			410,931		$	15,089,723		$	7,025,095
Shares redeemed		(1,138,670	)		(466,036	)		(22,085,158	)		(7,929,210	)
Net decrease		(340,841	)		(55,105	)	$	(6,995,435	)	$	(904,115	)
Class B
Shares sold		378,621			714,890		$	6,919,582		$	12,042,216
Shares redeemed		(555,333	)		(756,058	)		(10,520,390	)		(12,657,243	)
Net decrease		(176,712	)		(41,168	)	$	(3,600,808	)	$	(615,027	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Components of Accumulated Earnings (Deficit)

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	2,186,574
Accumulated capital and other losses		(36,340	)(a)
Unrealized appreciation/(depreciation)		6,795,641	(b)
Total accumulated earnings/(deficit)	$	8,945,875

(a) During the fiscal year, the Portfolio utilized $7,770,663 of capital loss carryforwards to offset current year net realized gains. At December 31, 2011, the Portfolio had a qualified late-year loss deferral of $36,340, which is deemed to arise on January 1, 2012.

(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 tax treatment of passive foreign investment companies (PFICs).

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2011, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$17.09			$16.36			$11.95			$8.43			$15.48			$13.57
Income From Investment Operations
Net investment loss (a)		(.08	)		(.15	)		(.13	)		(.13	)		(.13	)		(.12	)
Net realized and unrealized gain (loss) on investment transactions		2.08			.88			4.54			3.65			(6.92	)		2.03
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		2.00			.73			4.41			3.52			(7.05	)		1.91
Net asset value, end of period		$19.09			$17.09			$16.36			$11.95			$8.43			$15.48
Total Return
Total investment return based on net asset value (c)		11.70	%		4.46	%*		36.90	%*		41.76	%*		(45.54	)%*		14.08	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$26,302			$29,369			$29,018			$22,876			$18,003			$39,867
Ratio to average net assets of:
Expenses		1.18	%(d)		1.18	%		1.37	%(e)		1.62	%		1.32	%		1.20	%
Net investment loss		(.84	)%(d)		(.85	)%		(1.00	)%(e)		(1.33	)%		(1.02	)%		(.81	)%
Portfolio turnover rate		63	%		92	%		95	%		106	%		129	%		88	%

See footnote summary on page 17.

15

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$16.61			$15.94			$11.67			$8.26			$15.19			$13.36
Income From Investment Operations
Net investment loss (a)		(.10	)		(.19	)		(.16	)		(.15	)		(.15	)		(.15	)
Net realized and unrealized gain (loss) on investment transactions		2.02			.86			4.43			3.56			(6.78	)		1.98
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		.00	(b)		–0	–
Net increase (decrease) in net asset value from operations		1.92			.67			4.27			3.41			(6.93	)		1.83
Net asset value, end of period		$18.53			$16.61			$15.94			$11.67			$8.26			$15.19
Total Return
Total investment return based on net asset value (c)		11.56	%		4.20	%*		36.59	%*		41.28	%*		(45.62	)%*		13.70	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$29,820			$29,665			$29,128			$14,796			$11,111			$24,937
Ratio to average net assets of:
Expenses		1.44	%(d)		1.43	%		1.62	%(e)		1.87	%		1.60	%		1.44	%
Net investment loss		(1.10	)%(d)		(1.11	)%		(1.23	)%(e)		(1.58	)%		(1.29	)%		(1.05	)%
Portfolio turnover rate		63	%		92	%		95	%		106	%		129	%		88	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

(c) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(d) Annualized.

(e) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2011, December 31, 2010, December 31, 2009 and December 31, 2008 by 0.09%, 0.05%, 0.28% and 0.40%, respectively.

See notes to financial statements.

17

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The

18

AllianceBernstein Variable Products Series Fund

directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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 2000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 29, 2012 and (in the case of comparisons with the Index) the since inception period (August 1996 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1-, 3- and 5-year periods, and in the 2nd quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio outperformed the Index in all periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Small Cap Growth Funds Average and the Index. Based on their review, the directors concluded that the Portfolio’s relative performance over time had been satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule started at a higher fee rate than the Portfolio’s starting fee rate, but had more breakpoints starting at lower asset levels. Applying the institutional fee schedule to the level of assets of the Portfolio would result in a higher fee rate than that being paid by the Portfolio (including the impact of the expense reimbursement to the Adviser pursuant to the Advisory Agreement). The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

19

SMALL CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors noted that the Portfolio may invest in shares of exchange-traded funds (“ETFs”). The directors noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratio of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it opportunistically uses ETFs when they represent the least expense way to obtain desired exposures for a fund or to temporarily “equitize” cash inflows pending purchases of underlying securities, that the advisory fee for the Portfolio would be paid for services that would be in addition to, rather than duplicative of, the services to be provided under the advisory contracts of the ETFs.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 10 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 the same as the Expense Group median. The directors concluded that the Portfolio’s total expense ratio was acceptable, although they noted that it was higher than the Expense Group and the Expense Universe medians, and they asked the Adviser to consider measures to reduce it.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Growth	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	73.9	Small Cap Growth Portfolio

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

21

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,013 (0.10% of the Portfolio’s average daily net assets) for such services.

Set forth below are the Portfolio’s total expense ratios for the most recently completed fiscal year:

Portfolio	Total Expense Ratio			Fiscal Year
Small Cap Growth Portfolio		Class A    1.18	%		December 31
		Class B    1.43	%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small Cap Growth Portfolio	$73.9	Small Cap Growth Schedule 100 bp on first $50m 85 bp on the next $50m 75 bp on the balance Minimum account size $25m		0.951	%		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

AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio (“Cap Fund, Inc.—Small Cap Growth Portfolio”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small-Cap Growth Portfolio7	Cap Fund, Inc.—Small Cap Growth Portfolio	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2012 net assets.

Fund	Sub-Advised Fund	Sub-Advised Fund Fee Schedule	Sub-advised Fund Eff. Mgmt. 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	0.65% on 1st $25 million 0.60% on next $75 million 0.55% on the balance		0.617		0.750

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The advisory fee of AllianceBernstein Cap Fund, Inc.—Small Cap Growth Portfolio is based on the mutual fund’s net assets at the end of each quarter and is paid to the Adviser quarterly, in contrast to the Portfolio, whose advisory fee is based on the Portfolio’s average daily net assets and is paid on a monthly basis.

8 The client is an affiliate of the Adviser.

9 Assets are aggregated with other accounts of the client for purposes of calculating the investment advisory fee.

23

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.¹¹

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 Fee12		Lipper Exp. Group Median (%)		Rank
Small Cap Growth Portfolio		0.750		0.850		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 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 Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Small Cap Growth Portfolio		1.178		1.000		12/13		0.964		37/38

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2011, relative to 2010.

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 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.

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

AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $76,454 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $387,183 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,310 from the Portfolio.¹⁵

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 fee structures,¹⁶ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

15 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2010.

16 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

25

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the 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 $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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 29, 2012.²²

	Fund		PG Median		PU Median		PG Rank		PU Rank
Small Cap Growth Portfolio
1 year		10.28		1.67		3.06		1/13		2/43
3 year		38.31		29.67		30.12		1/13		3/40
5 year		6.86		4.68		4.00		1/10		2/36
10 year		7.84		5.75		6.73		2/9		7/29

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 over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 29, 2011 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small Cap Growth Portfolio		10.28		38.31		6.86		7.84		5.33		22.19		0.37		10
Russell 2000 Growth Index		2.38		31.21		3.93		6.67		5.06		20.87		0.37		10
Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 25, 2012

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 29, 2012.

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. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small/Mid Cap Value Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,069.20	$	4.27		0.83	%
Hypothetical (5% return before expenses)	$	1,000	$	1,020.74	$	4.17		0.83	%
Class B
Actual	$	1,000	$	1,067.60	$	5.55		1.08	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.49	$	5.42		1.08	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
PNM Resources, Inc.	$	6,972,654		1.4	%
LifePoint Hospitals, Inc.		6,861,486		1.4
NV Energy, Inc.		6,757,049		1.4
Constellation Brands, Inc.—Class A		6,747,005		1.4
UGI Corp.		6,729,758		1.4
Atmos Energy Corp.		6,587,899		1.4
Fidelity National Financial, Inc.—Class A		6,512,576		1.4
Zions Bancorporation		6,505,506		1.4
Torchmark Corp.		6,494,158		1.4
Aspen Insurance Holdings Ltd.		6,492,674		1.3
	$	66,660,765		13.9	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	152,978,244		32.4	%
Information Technology		77,081,199		16.3
Consumer Discretionary		69,645,613		14.7
Industrials		49,251,408		10.4
Utilities		38,874,234		8.2
Energy		30,806,227		6.5
Consumer Staples		21,378,565		4.5
Health Care		16,851,084		3.6
Materials		15,175,027		3.2
Short-Term Investments		1,066,029		0.2
Total Investments	$	473,107,630		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 Fund’s prospectus.

2

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.3%
FINANCIALS–31.8%
CAPITAL MARKETS–1.3%
Legg Mason, Inc.		227,840	$	6,008,141
COMMERCIAL BANKS–10.3%
Associated Banc-Corp		439,710		5,799,775
CapitalSource, Inc.		957,670		6,435,543
Comerica, Inc.		208,610		6,406,413
First Niagara Financial Group, Inc.		691,590		5,290,664
Huntington Bancshares, Inc./OH		991,590		6,346,176
Popular, Inc.(a)		218,261		3,625,310
Susquehanna Bancshares, Inc.		577,654		5,949,836
Webster Financial Corp.		142,040		3,076,586
Zions Bancorporation		334,990		6,505,506
				49,435,809
INSURANCE–9.9%
Amtrust Financial Services, Inc.(b)		145,580		4,325,182
Aspen Insurance Holdings Ltd.		224,660		6,492,674
Endurance Specialty Holdings Ltd.		166,940		6,397,141
Fidelity National Financial, Inc.–Class A		338,140		6,512,576
Platinum Underwriters Holdings Ltd.		164,130		6,253,353
Reinsurance Group of America, Inc.–Class A		117,160		6,234,084
Torchmark Corp.		128,470		6,494,158
Unum Group		260,920		4,991,400
				47,700,568
REAL ESTATE INVESTMENT TRUSTS (REITs)–9.4%
BioMed Realty Trust, Inc.		341,800		6,384,824
BRE Properties, Inc.		105,110		5,257,602
Camden Property Trust		78,860		5,336,456
DiamondRock Hospitality Co.		426,780		4,353,156
Entertainment Properties Trust		144,290		5,931,762
Glimcher Realty Trust		554,660		5,668,625
Home Properties, Inc.		61,700		3,785,912
Mid-America Apartment Communities, Inc.		82,400		5,622,976
Plum Creek Timber Co., Inc.		74,580		2,960,826
				45,302,139
THRIFTS & MORTGAGE FINANCE–0.9%
Washington Federal, Inc.		268,300		4,531,587
				152,978,244
INFORMATION TECHNOLOGY–16.0%
COMPUTERS & PERIPHERALS–0.6%
NCR Corp.(a)		135,160		3,072,187
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–8.0%
Anixter International, Inc.		50,620	$	2,685,391
Arrow Electronics, Inc.(a)		167,690		5,501,909
AU Optronics Corp. (Sponsored ADR)		1,039,032		4,176,909
Avnet, Inc.(a)		183,620		5,666,513
Flextronics International Ltd.(a)		671,360		4,162,432
Ingram Micro, Inc.–Class A(a)		214,600		3,749,062
Insight Enterprises, Inc.(a)		211,560		3,560,555
TTM Technologies, Inc.(a)		496,872		4,675,565
Vishay Intertechnology, Inc.(a)		442,910		4,176,641
				38,354,977
IT SERVICES–2.3%
Amdocs Ltd.(a)		203,140		6,037,321
Convergys Corp.		354,310		5,233,158
				11,270,479
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.1%
Amkor Technology, Inc.(a) (b)		734,510		3,584,409
Entegris, Inc.(a)		639,420		5,460,647
Lam Research Corp.(a) (b)		141,010		5,321,717
Micron Technology, Inc.(a)		827,710		5,222,850
MKS Instruments, Inc.		165,708		4,793,933
				24,383,556
				77,081,199
CONSUMER DISCRETIONARY–14.5%
AUTO COMPONENTS–2.4%
Dana Holding Corp.		211,890		2,714,311
Lear Corp.		135,920		5,128,261
TRW Automotive Holdings Corp.(a)		100,060		3,678,206
				11,520,778
HOTELS, RESTAURANTS & LEISURE–2.4%
MGM Resorts International(a)		523,400		5,841,144
Royal Caribbean Cruises Ltd.		223,490		5,817,445
				11,658,589
HOUSEHOLD DURABLES–3.3%
Meritage Homes Corp.(a)		132,910		4,510,965
Newell Rubbermaid, Inc.		338,600		6,142,204
NVR, Inc.(a)		6,315		5,367,750
				16,020,919
MEDIA–1.1%
Gannett Co., Inc.		342,140		5,039,722
SPECIALTY RETAIL–4.4%
ANN, Inc.(a)		227,451		5,797,726
Childrens Place Retail Stores, Inc. (The)(a)		123,030		6,130,585
Express, Inc.(a)		156,910		2,851,055

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Men’s Wearhouse, Inc. (The)		123,100	$	3,464,034
Office Depot, Inc.(a)		1,360,860		2,939,457
				21,182,857
TEXTILES, APPAREL & LUXURY GOODS–0.9%
Jones Group, Inc. (The)		441,710		4,222,748
				69,645,613
INDUSTRIALS–10.3%
BUILDING PRODUCTS–1.2%
Fortune Brands Home & Security, Inc.(a)		262,020		5,835,185
COMMERCIAL SERVICES & SUPPLIES–1.1%
Avery Dennison Corp.		189,450		5,179,563
CONSTRUCTION & ENGINEERING–0.7%
Tutor Perini Corp.(a)		249,460		3,160,658
ELECTRICAL EQUIPMENT–1.8%
EnerSys(a)		87,670		3,074,587
General Cable Corp.(a)		205,520		5,331,189
				8,405,776
MACHINERY–1.3%
Sauer-Danfoss, Inc.		66,848		2,335,001
Timken Co.		87,500		4,006,625
				6,341,626
ROAD & RAIL–2.5%
Avis Budget Group, Inc.(a)		287,910		4,376,232
Con-way, Inc.		130,426		4,709,683
Hertz Global Holdings, Inc.(a)		230,020		2,944,256
				12,030,171
TRADING COMPANIES & DISTRIBUTORS–1.7%
Aircastle Ltd.		463,290		5,582,644
WESCO International, Inc.(a)		47,190		2,715,785
				8,298,429
				49,251,408
UTILITIES–8.1%
ELECTRIC UTILITIES–5.3%
Great Plains Energy, Inc.		251,220		5,378,620
NV Energy, Inc.		384,360		6,757,049
PNM Resources, Inc.		356,840		6,972,654
Portland General Electric Co.		241,870		6,448,254
				25,556,577
GAS UTILITIES–2.8%
Atmos Energy Corp.		187,850		6,587,899
UGI Corp.		228,670		6,729,758
				13,317,657
				38,874,234
ENERGY–6.4%
ENERGY EQUIPMENT & SERVICES–2.0%
Bristow Group, Inc.		120,160		4,886,907
Helmerich & Payne, Inc.		105,110	$	4,570,183
				9,457,090
OIL, GAS & CONSUMABLE FUELS–4.4%
Plains Exploration & Production Co.(a)		115,530		4,064,345
Stone Energy Corp.(a)		118,430		3,001,016
Teekay Corp.		154,680		4,529,030
Tesoro Corp.(a)		201,190		5,021,703
Western Refining, Inc.(b)		212,530		4,733,043
				21,349,137
				30,806,227
CONSUMER STAPLES–4.5%
BEVERAGES–1.4%
Constellation Brands, Inc.–Class A(a)		249,335		6,747,005
FOOD PRODUCTS–3.1%
Dean Foods Co.(a)		251,180		4,277,595
Dole Food Co., Inc.(a) (b)		465,550		4,087,529
Tyson Foods, Inc.–Class A		332,790		6,266,436
				14,631,560
				21,378,565
HEALTH CARE–3.5%
HEALTH CARE PROVIDERS & SERVICES–3.5%
Coventry Health Care, Inc.		179,710		5,712,981
Health Net, Inc.(a)		176,210		4,276,617
LifePoint Hospitals, Inc.(a)		167,435		6,861,486
				16,851,084
MATERIALS–3.2%
CHEMICALS–0.7%
Ferro Corp.(a)		689,230		3,308,304
METALS & MINING–2.5%
Commercial Metals Co.		339,090		4,286,098
Reliance Steel & Aluminum Co.		81,745		4,128,122
Steel Dynamics, Inc.		293,830		3,452,503
				11,866,723
				15,175,027
Total Common Stocks (cost $456,285,344)				472,041,601
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.2%
TIME DEPOSIT–0.2%
State Street Time Deposit 0.01%, 7/02/12 (cost $1,066,029)	$	1,066		1,066,029
Total Investments Before Security Lending Collateral for Securities Loaned–98.5% (cost $457,351,373)				473,107,630

4

AllianceBernstein Variable Products Series Fund

Company	Principal Amount (000)		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–3.1%
INVESTMENT COMPANIES–3.1%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $15,041,488)	$	15,041,488	$	15,041,488
TOTAL INVESTMENTS–101.6% (cost $472,392,861)				488,149,118
Other assets less liabilities–(1.6)%				(7,682,984	)
NET ASSETS–100.0%			$	480,466,134

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $457,351,373)	$	473,107,630	(a)
Affiliated issuers (cost $15,041,488—including investment of cash collateral for securities loaned of $15,041,488)		15,041,488
Receivable for investment securities sold		8,601,944
Dividends and interest receivable		710,067
Receivable for capital stock sold		71,007
Total assets		497,532,136
LIABILITIES
Payable for collateral received on securities loaned		15,041,488
Payable for capital stock redeemed		930,782
Payable for investment securities purchased		587,168
Advisory fee payable		295,345
Distribution fee payable		67,027
Administrative fee payable		18,093
Transfer Agent fee payable		206
Accrued expenses		125,893
Total liabilities		17,066,002
NET ASSETS	$	480,466,134
COMPOSITION OF NET ASSETS
Capital stock, at par	$	29,196
Additional paid-in capital		426,419,602
Undistributed net investment income		3,649,075
Accumulated net realized gain on investment transactions		34,612,004
Net unrealized appreciation on investments		15,756,257
	$	480,466,134

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	153,363,492		9,277,339	$	16.53
B	$	327,102,642		19,918,790	$	16.42

(a) Includes securities on loan with a value of $14,966,267 (see Note E).

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	3,984,102
Affiliated issuers		15,736
Interest		255
Securities lending income		37,800
		4,037,893
EXPENSES
Advisory fee (see Note B)		1,879,662
Distribution fee—Class B		428,151
Transfer agency—Class A		844
Transfer agency—Class B		1,815
Custodian		69,180
Printing		48,180
Administrative		28,959
Legal		20,793
Audit		20,685
Directors’ fees		1,968
Miscellaneous		8,376
Total expenses		2,508,613
Net investment income		1,529,280
REALIZED AND UNREALIZED GAIN ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		21,734,646
Net change in unrealized appreciation/depreciation of investments		9,163,006
Net gain on investment transactions		30,897,652
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	32,426,932

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,529,280		$	1,989,004
Net realized gain on investment transactions		21,734,646			46,512,102
Net change in unrealized appreciation/depreciation of investments		9,163,006			(91,150,959	)
Net increase (decrease) in net assets from operations		32,426,932			(42,649,853	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(823,225	)
Class B		–0	–		(889,880	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(27,859,411	)		(32,242,359	)
Total increase (decrease)		4,567,521			(76,605,317	)
NET ASSETS
Beginning of period		475,898,613			552,503,930
End of period (including undistributed net investment income of $3,649,075 and $2,119,795, respectively)	$	480,466,134		$	475,898,613

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTESTO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

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. The U.S. GAAP disclosure requirements establish a framework for measuring fair value, and a three-level hierarchy for

9

SMALL/MID CAP VALUE PORTFOLIO
NOTESTO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

472,041,601

$

–0

–

$

–0

–

$

472,041,601

Short-Term Investments

–0

–

1,066,029

–0

–

1,066,029

Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund

15,041,488

–0

–

–0

–

15,041,488

Total Investments in Securities

487,083,089

1,066,029

–0

–

488,149,118

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total

$

487,083,089

$

1,066,029

$

–0

–

$

488,149,118

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

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

10

AllianceBernstein Variable Products Series Fund

(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 to each Portfolio in proportion to net assets. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps extend through May 1, 2013 and then may be extended by the Adviser for additional one year terms. For the six months ended June 30, 2012, 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, 2012, such fee amounted to $28,959.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $423,570, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

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.

11

SMALL/MID CAP VALUE PORTFOLIO
NOTESTO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	135,670,842		$	164,681,061
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	50,508,087
Gross unrealized depreciation		(34,751,830	)
Net unrealized appreciation	$	15,756,257

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, 2012.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $14,966,267 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $15,041,488. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $37,800 and $15,736 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; 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

12

AllianceBernstein Variable Products Series Fund

collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December  31, 2011 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30,  2012 (000)		Dividend Income (000)
$	6,296	$	89,410	$	80,665	$	15,041	$	16

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, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		705,321			1,808,898		$	11,840,291		$	28,932,137
Shares issued in reinvestment of dividends		–0	–		45,183			–0	–		823,225
Shares redeemed		(1,244,431	)		(2,306,794	)		(20,742,492	)		(37,671,553	)
Net decrease		(539,110	)		(452,713	)	$	(8,902,201	)	$	(7,916,191	)
Class B
Shares sold		1,171,631			3,680,845		$	19,617,129		$	58,747,359
Shares issued in reinvestment of dividends		–0	–		49,029			–0	–		889,880
Shares redeemed		(2,333,869	)		(5,085,538	)		(38,574,339	)		(83,963,407	)
Net decrease		(1,162,238	)		(1,355,664	)	$	(18,957,210	)	$	(24,326,168	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and

13

SMALL/MID CAP VALUE PORTFOLIO
NOTESTO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	1,713,105	$	1,579,109
Total taxable distributions		1,713,105		1,579,109
Total distributions paid	$	1,713,105	$	1,579,109

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,119,796
Undistributed capital gains		15,686,666	(a)
Unrealized appreciation/(depreciation)		3,783,943	(b)
Total accumulated earnings/(deficit)	$	21,590,405

(a) During the fiscal year, the Portfolio utilized $31,292,682 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation. As of December 31, 2011, the Portfolio did not have any capital loss carryforwards.

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

14

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$15.46			$16.95			$13.41			$9.92			$17.11			$18.08
Income From Investment Operations
Net investment income (a)		.07			.09			.08			.08			.13			.11
Net realized and unrealized gain (loss) on investment transactions		1.00			(1.50	)		3.52			4.01			(5.63	)		.36
Net increase (decrease) in net asset value from operations		1.07			(1.41	)		3.60			4.09			(5.50	)		.47
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.08	)		(.06	)		(.12	)		(.11	)		(.17	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.48	)		(1.58	)		(1.27	)
Total dividends and distributions		–0	–		(.08	)		(.06	)		(.60	)		(1.69	)		(1.44	)
Net asset value, end of period		$16.53			$15.46			$16.95			$13.41			$9.92			$17.11
Total Return
Total investment return based on net asset value (b)		6.92	%		(8.39	)%		26.91	%		42.86	%		(35.58	)%		1.71	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$153,363			$151,754			$174,068			$134,291			$99,957			$146,350
Ratio to average net assets of:
Expenses		.83	%(c)		.83	%		.84	%(d)		.87	%		.86	%		.83	%
Net investment income		.78	%(c)		.56	%		.56	%(d)		.70	%		.95	%		.59	%
Portfolio turnover rate		28	%		70	%		54	%		58	%		49	%		32	%

See footnote summary on page 16.

15

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	Class B
	Six  Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$15.38			$16.87			$13.36			$9.87			$17.03			$18.00
Income From Investment Operations
Net investment income (a)		.04			.05			.05			.05			.10			.07
Net realized and unrealized gain (loss) on investment transactions		1.00			(1.50	)		3.50			4.01			(5.61	)		.37
Net increase (decrease) in net asset value from operations		1.04			(1.45	)		3.55			4.06			(5.51	)		.44
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.04	)		(.04	)		(.09	)		(.07	)		(.14	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		(.48	)		(1.58	)		(1.27	)
Total dividends and distributions		–0	–		(.04	)		(.04	)		(.57	)		(1.65	)		(1.41	)
Net asset value, end of period		$16.42			$15.38			$16.87			$13.36			$9.87			$17.03
Total Return
Total investment return based on net asset value (b)		6.76	%		(8.62	)%		26.59	%		42.66	%		(35.75	)%		1.53	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$327,103			$324,145			$378,436			$264,635			$202,997			$294,664
Ratio to average net assets of:
Expenses		1.08	%(c)		1.08	%		1.09	%(d)		1.12	%		1.11	%		1.08	%
Net investment income		.53	%(c)		.31	%		.31	%(d)		.42	%		.72	%		.35	%
Portfolio turnover rate		28	%		70	%		54	%		58	%		49	%		32	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

16

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors

17

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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 2500 Value Index and the Russell 2500 Index, in each case for the 1-, 3- and 5-year periods ended February 29, 2012 and (in the case of comparisons with the indices) the since inception period (May 2001 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 1st quintile of the Performance Group and 2nd quintile of the Performance Universe for the 3-year period, in the 2nd quintile of the Performance Group and 1st quintile of the Performance Universe for the 5-year period, and 2nd out of 3 of the Performance Group and in the 2nd quintile of the Performance Universe for the 10-year period. The Portfolio lagged the indices in the 1-year period and outperformed them in all other periods. The directors also reviewed performance information for periods ended March 31, 2012, and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Mid-Cap Value Funds Average and both indices. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s recent performance, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule started at a higher fee rate than the Portfolio’s starting fee rate, but had more breakpoints starting at lower asset levels. As a result, the application of the institutional fee schedule to the level of assets of the Portfolio would result in a lower fee rate lower than that being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively

18

AllianceBernstein Variable Products Series Fund

stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year expense ratio. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER’S EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/12 ($MIL)		Portfolio
Specialty	75 bp on first $2.5 billion 65 bp on next $2.5 billion 60 bp on the balance	$	530.9	Small/Mid Cap Value Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,494 (0.01% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

20

AllianceBernstein Variable Products Series Fund

The Adviser 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 on May 1^st of each year upon at least 60 days written notice. It should be noted that 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%		0.83% 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 AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$530.9	Small & Mid Cap Value Schedule 95 bp on first $25m 75 bp on the next $25m 65 bp on the next $50m 55 bp on the balance Minimum account size $25m		0.588	%		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.

21

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER’S EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Small/Mid Cap Value Fund, Inc. (“Small/Mid Cap Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Small/Mid Cap Value Fund, Inc., and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Small/Mid Cap Value Fund, Inc.	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2012 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		0.474%		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		0.588%		0.750%
	Client #3	0.61% on the first $150 million 0.50% on the balance		0.531%		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, 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

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of the negotiations conducted at arm’s-length.” Jones v. Harris at 1429.

8 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

22

AllianceBernstein Variable Products Series Fund

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds. The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have similar but not the same Lipper investment classification/objective.⁹

Portfolio	Contractual Management Fee10		Lipper Exp. Group Median (%)		Rank
Small/Mid Cap Value Portfolio		0.750		0.795		5/15

Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹¹ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹²

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 (%)13		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Small/Mid Cap Value Portfolio		0.830		0.868		6/15		0.872		24/62

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased slightly during calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

9 The Portfolio’s EG includes the Portfolio, five other VIP Mid-Cap Value funds (“MCVE”) and nine VIP Mid-Cap Growth funds (“MCGE”).

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 The Portfolio’s EU includes the Portfolio, EG and all other VIP MCVE and VIP MCGE funds, excluding outliers.

13 Most recently completed fiscal year end Class A total expense ratio.

23

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER’S EVALUATION
(continued)	AllianceBernstein 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”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $866,747 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $2,187,077 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,310 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2010.

15 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

24

AllianceBernstein Variable Products Series Fund

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

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 29, 2012.²¹

	Fund		PG Median		PU Median		PG Rank		PU Rank
Small/Mid Cap Value Portfolio
1 year		–3.99		–1.52		–1.32		6/6		21/21
3 year		32.69		27.34		30.15		1/5		4/19
5 year		2.98		2.80		0.80		2/5		2/15
10 year		8.36		8.36		7.04		2/3		3/11

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²² versus its benchmarks.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small/Mid Cap Value Portfolio	–	3.99		32.69		2.98		8.36		9.25		21.13		0.40		0.40
Russell 2500 Value Index	–	0.80		29.59		0.70		7.83		7.92		19.41		0.39		0.39
Russell 2500 Index		1.45		31.28		2.79		7.98		7.10		N/A		N/A		N/A
Inception Date: May 2, 2001

16 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

17 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

18 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

19 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

20 The Portfolio’s PG/PU are not identical to the Portfolio’s respective EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

21 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

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 29, 2012.

24 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a 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

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER’S EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 25, 2012

26

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2012

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
FUND EXPENSES (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account  Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During  Period*		Annualized Expense  Ratio*
Class A
Actual	$	1,000	$	1,068.30	$	3.75		0.73	%
Hypothetical (5% return before expenses)	$	1,000	$	1,021.23	$	3.67		0.73	%
Class B
Actual	$	1,000	$	1,067.90	$	5.04		0.98	%
Hypothetical (5% return before expenses)	$	1,000	$	1,019.99	$	4.92		0.98	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 182/366 (to reflect the one-half year period).

1

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Exxon Mobil Corp.	$	9,660,853		5.9	%
Pfizer, Inc.		6,525,100		4.0
Johnson & Johnson		5,654,772		3.4
General Electric Co.		5,553,860		3.4
Wells Fargo & Co.		5,474,128		3.3
Citigroup, Inc.		4,407,528		2.7
Merck & Co., Inc.		4,354,525		2.6
JPMorgan Chase & Co.		3,976,749		2.4
Chevron Corp.		3,956,250		2.4
AT&T, Inc.		3,701,508		2.3
	$	53,265,273		32.4	%

SECTOR DIVERSIFICATION^**

June 30, 2012 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Health Care	$	29,702,368		18.1	%
Financials		27,144,957		16.6
Consumer Discretionary		26,017,238		15.9
Energy		23,741,506		14.5
Information Technology		17,109,997		10.4
Consumer Staples		14,489,792		8.8
Industrials		8,493,902		5.2
Utilities		8,470,964		5.2
Telecommunication Services		6,765,932		4.1
Materials		1,933,896		1.2
Total Investments	$	163,870,552		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 Fund’s prospectus.

2

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.7%
HEALTH CARE–18.1%
BIOTECHNOLOGY–1.4%
Gilead Sciences, Inc.(a)		33,100	$	1,697,368
Vertex Pharmaceuticals, Inc.(a)		9,900		553,608
				2,250,976
HEALTH CARE PROVIDERS & SERVICES–4.5%
Aetna, Inc.		12,200		472,994
Health Net, Inc.(a)		28,800		698,976
UnitedHealth Group, Inc.		52,500		3,071,250
WellPoint, Inc.		48,500		3,093,815
				7,337,035
PHARMACEUTICALS–12.2%
AstraZeneca PLC (Sponsored ADR)		60,200		2,693,950
Johnson & Johnson		83,700		5,654,772
Merck & Co., Inc.		104,300		4,354,525
Pfizer, Inc.		283,700		6,525,100
Roche Holding AG (Sponsored ADR)		20,500		886,010
				20,114,357
				29,702,368
FINANCIALS–16.5%
CAPITAL MARKETS–0.9%
State Street Corp.		31,900		1,424,016
COMMERCIAL BANKS–5.9%
BB&T Corp.		15,100		465,835
CIT Group, Inc.(a)		76,900		2,740,716
KeyCorp		24,700		191,178
PNC Financial Services Group, Inc.		10,200		623,322
Regions Financial Corp.		36,700		247,725
Wells Fargo & Co.		163,700		5,474,128
				9,742,904
CONSUMER FINANCE–0.3%
Discover Financial Services		12,800		442,624
DIVERSIFIED FINANCIAL SERVICES–7.2%
Bank of America Corp.		239,100		1,955,838
Citigroup, Inc.		160,800		4,407,528
JPMorgan Chase & Co.		111,300		3,976,749
Leucadia National Corp.		23,400		497,718
Moody’s Corp.		26,900		983,195
				11,821,028
INSURANCE–2.2%
Berkshire Hathaway, Inc.(a)		11,900		991,627
Chubb Corp. (The)		15,500		1,128,710
Reinsurance Group of America, Inc.–Class A		17,600		936,496
Travelers Cos., Inc. (The)		10,300		657,552
				3,714,385
				27,144,957
CONSUMER DISCRETIONARY–15.8%
AUTO COMPONENTS–1.7%
Lear Corp.		32,600	$	1,229,998
Magna International, Inc.–Class A		19,400		765,524
TRW Automotive Holdings Corp.(a)		22,200		816,072
				2,811,594
AUTOMOBILES–1.8%
Ford Motor Co.		121,900		1,169,021
General Motors Co.(a)		89,700		1,768,884
				2,937,905
DIVERSIFIED CONSUMER SERVICES–0.9%
Apollo Group, Inc.–Class A(a)		39,200		1,418,648
HOTELS, RESTAURANTS & LEISURE–1.1%
MGM Resorts International(a)		161,300		1,800,108
HOUSEHOLD DURABLES–1.3%
Newell Rubbermaid, Inc.		77,800		1,411,292
NVR, Inc.(a)		850		722,500
				2,133,792
MEDIA–6.6%
CBS Corp.–Class B		49,000		1,606,220
DIRECTV(a)		26,100		1,274,202
Gannett Co., Inc.		97,300		1,433,229
McGraw-Hill Cos., Inc. (The)		20,300		913,500
News Corp.–Class A		64,400		1,435,476
Time Warner Cable, Inc.–Class A		29,000		2,380,900
Viacom, Inc.–Class B		38,800		1,824,376
				10,867,903
MULTILINE RETAIL–0.9%
Macy’s, Inc.		45,300		1,556,055
SPECIALTY RETAIL–1.5%
GameStop Corp.–Class A(b)		24,700		453,492
Home Depot, Inc. (The)		15,900		842,541
Lowe’s Cos., Inc.		34,500		981,180
Staples, Inc.		16,400		214,020
				2,491,233
				26,017,238
ENERGY–14.4%
ENERGY EQUIPMENT & SERVICES–1.7%
Helmerich & Payne, Inc.		31,000		1,347,880
Transocean Ltd./Switzerland		32,500		1,453,725
				2,801,605
OIL, GAS & CONSUMABLE FUELS–12.7%
Anadarko Petroleum Corp.		11,700		774,540
BP PLC (Sponsored ADR)		61,400		2,489,156

3

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Chevron Corp.		37,500	$	3,956,250
Devon Energy Corp.		10,100		585,699
Exxon Mobil Corp.		112,900		9,660,853
Marathon Oil Corp.		49,500		1,265,715
Marathon Petroleum Corp.		39,900		1,792,308
Valero Energy Corp.		17,200		415,380
				20,939,901
				23,741,506
INFORMATION TECHNOLOGY–10.4%
COMMUNICATIONS EQUIPMENT–2.2%
Cisco Systems, Inc.		183,200		3,145,544
Motorola Solutions, Inc.		8,100		389,691
				3,535,235
COMPUTERS & PERIPHERALS–2.1%
Dell, Inc.(a)		11,100		138,972
Hewlett-Packard Co.		167,300		3,364,403
				3,503,375
IT SERVICES–0.6%
Visa, Inc.–Class A		8,500		1,050,855
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.3%
Advanced Semiconductor Engineering, Inc. (ADR)		95,435		388,420
Applied Materials, Inc.		185,900		2,130,414
Intel Corp.		135,000		3,597,750
Lam Research Corp.(a)		31,600		1,192,584
Micron Technology, Inc.(a)		230,000		1,451,300
				8,760,468
SOFTWARE–0.2%
CA, Inc.		9,600		260,064
				17,109,997
CONSUMER STAPLES–8.8%
FOOD & STAPLES RETAILING–2.6%
CVS Caremark Corp.		36,000		1,682,280
Kroger Co. (The)		109,200		2,532,348
				4,214,628
FOOD PRODUCTS–0.7%
Archer-Daniels-Midland Co.		18,100		534,312
Tyson Foods, Inc.–Class A		37,500		706,125
				1,240,437
HOUSEHOLD PRODUCTS–2.2%
Procter & Gamble Co. (The)		57,900		3,546,375
TOBACCO–3.3%
Altria Group, Inc.		70,600		2,439,230
Lorillard, Inc.		20,000		2,639,000
Philip Morris International, Inc.		4,700		410,122
				5,488,352
				14,489,792
INDUSTRIALS–5.2%
AEROSPACE & DEFENSE–0.7%
General Dynamics Corp.		9,600	$	633,216
Northrop Grumman Corp.		6,700		427,393
				1,060,609
AIRLINES–0.8%
Delta Air Lines, Inc.(a)		120,675		1,321,391
BUILDING PRODUCTS–0.3%
Fortune Brands Home & Security, Inc.(a)		25,058		558,042
INDUSTRIAL CONGLOMERATES–3.4%
General Electric Co.		266,500		5,553,860
				8,493,902
UTILITIES–5.2%
ELECTRIC UTILITIES–3.3%
American Electric Power Co., Inc.		35,400		1,412,460
Edison International		31,100		1,436,820
Great Plains Energy, Inc.		47,600		1,019,116
NV Energy, Inc.		89,400		1,571,652
				5,440,048
GAS UTILITIES–0.7%
Atmos Energy Corp.		32,000		1,122,240
MULTI-UTILITIES–1.2%
CenterPoint Energy, Inc.		55,600		1,149,252
DTE Energy Co.		12,800		759,424
				1,908,676
				8,470,964
TELECOMMUNICATION SERVICES–4.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–4.1%
AT&T, Inc.		103,800		3,701,508
CenturyLink, Inc.		77,600		3,064,424
				6,765,932
MATERIALS–1.2%
CHEMICALS–1.2%
LyondellBasell Industries NV		38,800		1,562,476
PPG Industries, Inc.		3,500		371,420
				1,933,896
Total Common Stocks (cost $153,415,763)				163,870,552
Total Investments Before Security Lending Collateral for Securities Loaned–99.7% (cost $153,415,763)				163,870,552

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITY LOANED–0.3%
INVESTMENT COMPANIES–0.3%
AllianceBernstein Exchange Reserves–Class I, 0.20%(c) (cost $450,775)		450,775	$	450,775
TOTAL INVESTMENTS–100.0% (cost $153,866,538)				164,321,327
Other assets less liabilities–0.0%				7,574
NET ASSETS–100.0%			$	164,328,901

(a) Non-income producing security.

(b) Represents entire or partial securities out on loan. See Note E for securities lending information.

(c) Investment in affiliated money market mutual fund. The rate shown represents the 7-day yield as of period end.

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

5

VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $153,415,763)	$	163,870,552	(a)
Affiliated issuers (cost $450,775—including investment of cash collateral for securities loaned of $450,775)		450,775
Receivable for investment securities sold		1,067,975
Dividends and interest receivable		241,671
Receivable for capital stock sold		100
Total assets		165,631,073
LIABILITIES
Due to custodian		280,228
Payable for collateral received on securities loaned		450,775
Payable for capital stock redeemed		198,880
Payable for investment securities purchased		162,484
Advisory fee payable		74,952
Distribution fee payable		33,767
Administrative fee payable		15,757
Transfer Agent fee payable		172
Accrued expenses		85,157
Total liabilities		1,302,172
NET ASSETS	$	164,328,901
COMPOSITION OF NET ASSETS
Capital stock, at par	$	16,583
Additional paid-in capital		225,693,933
Undistributed net investment income		4,270,950
Accumulated net realized loss on investment and foreign currency transactions		(76,107,354	)
Net unrealized appreciation on investments		10,454,789
	$	164,328,901

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	1,462,650		146,087	$	10.01
B	$	162,866,251		16,436,539	$	9.91

(a) Includes securities on loan with a value of $453,492 (see Note E).

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $10,338)	$	2,277,119
Affiliated issuers		931
Interest		64
Securities lending income		6,949
		2,285,063
EXPENSES
Advisory fee (see Note B)		480,488
Distribution fee—Class B		216,494
Transfer agency—Class A		16
Transfer agency—Class B		1,891
Custodian		50,636
Printing		40,228
Administrative		26,873
Audit		18,378
Legal		15,785
Directors’ fees		1,913
Miscellaneous		3,660
Total expenses		856,362
Net investment income		1,428,701
REALIZED AND UNREALIZED GAIN ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		4,662,666
Foreign currency transactions		5
Net change in unrealized appreciation/depreciation of investments		5,678,002
Net gain on investment and foreign currency transactions		10,340,673
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	11,769,374

See notes to financial statements.

7

VALUE PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,428,701		$	2,936,048
Net realized gain on investment and foreign currency transactions		4,662,671			14,523,560
Net change in unrealized appreciation/depreciation of investments		5,678,002			(23,741,895	)
Net increase (decrease) in net assets from operations		11,769,374			(6,282,287	)
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(22,448	)
Class B		–0	–		(2,297,210	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(24,140,240	)		(28,927,020	)
Total decrease		(12,370,866	)		(37,528,965	)
NET ASSETS
Beginning of period		176,699,767			214,228,732
End of period (including undistributed net investment income of $4,270,950 and $2,842,249, respectively)	$	164,328,901		$	176,699,767

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2012 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors.

In general, the market value 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 market (“OTC”) 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 contracts are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less; or by amortizing their fair value as of the 61st day prior to maturity if their original term to maturity exceeded 60 days; fixed-income securities, including mortgage backed and asset backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker/dealers. In cases where broker/dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. The U.S. GAAP disclosure requirements establish 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. 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 following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2012:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Health Care

$

28,816,358

$

886,010

$

–0

–

$

29,702,368

Financials

27,144,957

–0

–

–0

–

27,144,957

Consumer Discretionary

26,017,238

–0

–

–0

–

26,017,238

Energy

23,741,506

–0

–

–0

–

23,741,506

Information Technology

17,109,997

–0

–

–0

–

17,109,997

Consumer Staples

14,489,792

–0

–

–0

–

14,489,792

Industrials

8,493,902

–0

–

–0

–

8,493,902

Utilities

8,470,964

–0

–

–0

–

8,470,964

Telecommunication Services

6,765,932

–0

–

–0

–

6,765,932

Materials

1,933,896

–0

–

–0

–

1,933,896

Investments of Cash Collateral for Security Loaned in Affiliated Money Market Fund

450,775

–0

–

–0

–

450,775

Total Investments in Securities

163,435,317

886,010

–0

–

164,321,327

Other Financial Instruments*

–0

–

–0

–

–0

–

–0

–

Total

$

163,435,317

$

886,010

$

–0

–

$

164,321,327

* Other financial instruments are derivative instruments, such as futures, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the instrument.

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.

10

AllianceBernstein Variable Products Series Fund

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged to each Portfolio in proportion to net assets. 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 to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively (the “Expense Caps”). The Expense Caps extend through May 1, 2013 and then may be extended by the Adviser for additional one year terms. For the six months ended June 30, 2012, there was no such reimbursement.

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, 2012, such fee amounted to $26,873.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2012 amounted to $79,874, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

The Portfolio compensates AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for providing personnel and facilities to perform transfer agency services for the Portfolio. Such compensation retained by ABIS amounted to $692 for the six months ended June 30, 2012.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board of Directors currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2012 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	31,648,963		$	53,661,231
U.S. government securities		–0	–		–0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	19,229,803
Gross unrealized depreciation		(8,775,014	)
Net unrealized appreciation	$	10,454,789

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, 2012.

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 securities loans 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 for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending

12

AllianceBernstein Variable Products Series Fund

agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Fund’s Board of Directors. 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, 2012, the Portfolio had securities on loan with a value of $453,492 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $450,775. The cash collateral will be adjusted on the next business day after period end to maintain the required collateral amount. The Portfolio earned securities lending income of $6,949 and $931 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2012; these amounts are reflected in the statement of operations. A principal risk of lending portfolio securities is that the borrower will fail to return the loaned securities upon termination of the loan and that the collateral will not be sufficient to replace the loaned securities. A summary of the Portfolio’s transactions in shares of AllianceBernstein Exchange Reserves for the six months ended June 30, 2012 is as follows:

Market Value December 31, 2011 (000)		Purchases at Cost (000)	Sales Proceeds (000)	Market Value June 30, 2012 (000)	Dividend Income (000)
	$–0–	$5,849	$5,398	$451	$1

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011			Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31, 2011
Class A
Shares sold		2,055			13,481		$	20,865		$	124,573
Shares issued in reinvestment of dividends		–0	–		2,126			–0	–		22,448
Shares redeemed		(17,878	)		(27,172	)		(183,359	)		(267,901	)
Net decrease		(15,823	)		(11,565	)	$	(162,494	)	$	(120,880	)
Class B
Shares sold		92,606			1,007,484		$	929,681		$	9,274,516
Shares issued in reinvestment of dividends		–0	–		219,199			–0	–		2,297,210
Shares redeemed		(2,525,056	)		(4,153,579	)		(24,907,427	)		(40,377,866	)
Net decrease		(2,432,450	)		(2,926,896	)	$	(23,977,746	)	$	(28,806,140	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. Dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. Dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2012.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2012 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2011 and December 31, 2010 were as follows:

	2011		2010
Distributions paid from:
Ordinary income	$	2,319,658	$	3,624,876
Total taxable distributions		2,319,658		3,624,876
Total distributions paid	$	2,319,658	$	3,624,876

As of December 31, 2011, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,817,577
Accumulated capital and other losses		(80,512,963	)(a)
Unrealized appreciation/(depreciation)		4,544,397	(b)
Total accumulated earnings/(deficit)	$	(73,150,989	)

(a) On December 31, 2011, the Portfolio had a net capital loss carryforward of $79,970,146. During the fiscal year, the Portfolio utilized $14,964,977 of capital loss carryforwards to offset current year net realized gains. At December 31, 2011, the Portfolio had a post-October short-term capital loss deferral of $542,817, which is deemed to arise on January 1, 2012.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and return of capital distributions received from underlying securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Under the Regulated Investment Company Modernization Act of 2010, funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2011, the Portfolio had a net capital loss carryforward of $79,970,146 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$    79,970,146	n/a		2017

NOTE J: Recent Accounting Pronouncement

In December 2011, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. The amendments in this update require an entity to disclose both gross and net information for derivatives and other financial instruments that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. The ASU is effective during interim or annual reporting periods beginning on or after January 1, 2013. At this time, management is evaluating the implication of this ASU and its impact on the financial statements has not been determined.

14

AllianceBernstein Variable Products Series Fund

NOTE K: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.37			$9.84			$8.97			$7.67			$13.92			$15.08
Income From Investment Operations
Net investment income (a)		.10			.17			.12			.16			.27			.32
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.54			(.50	)		.93			1.41			(5.62	)		(.85	)
Net increase (decrease) in net asset value from operations		.64			(.33	)		1.05			1.57			(5.35	)		(.53	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.14	)		(.18	)		(.27	)		(.28	)		(.21	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(.62	)		(.42	)
Total dividends and distributions		–0	–		(.14	)		(.18	)		(.27	)		(.90	)		(.63	)
Net asset value, end of period		$10.01			$9.37			$9.84			$8.97			$7.67			$13.92
Total Return
Total investment return based on net asset value (b)		6.83	%		(3.50	)%		11.81	%*		21.12	%*		(40.83	)%*		(3.95	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$1,463			$1,517			$1,707			$1,594			$1,490			$3,305,460
Ratio to average net assets of:
Expenses		.73	%(c)		.71	%		.71	%(d)		.70	%		.67	%		.65	%
Net investment income		1.90	%(c)		1.78	%		1.37	%(d)		2.09	%		2.46	%		2.17	%
Portfolio turnover rate		18	%		62	%		73	%		64	%		33	%		20	%

See footnote summary on page 17.

16

AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2012 (unaudited)			Year Ended December 31,
				2011			2010			2009			2008			2007
Net asset value, beginning of period		$9.28			$9.75			$8.90			$7.59			$13.79			$14.95
Income From Investment Operations
Net investment income (a)		.08			.15			.10			.14			.24			.27
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.55			(.50	)		.91			1.41			(5.58	)		(.83	)
Net increase (decrease) in net asset value from operations		.63			(.35	)		1.01			1.55			(5.34	)		(.56	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.12	)		(.16	)		(.24	)		(.24	)		(.18	)
Distributions from net realized gain on investment transactions		–0	–		–0	–		–0	–		–0	–		(.62	)		(.42	)
Total dividends and distributions		–0	–		(.12	)		(.16	)		(.24	)		(.86	)		(.60	)
Net asset value, end of period		$9.91			$9.28			$9.75			$8.90			$7.59			$13.79
Total Return
Total investment return based on net asset value (b)		6.79	%		(3.78	)%		11.42	%*		21.04	%*		(41.01	)%*		(4.16	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$162,866			$175,183			$212,522			$213,827			$197,080			$329,217
Ratio to average net assets of:
Expenses		.98	%(c)		.96	%		.96	%(d)		.95	%		.92	%		.90	%
Net investment income		1.63	%(c)		1.51	%		1.12	%(d)		1.84	%		2.24	%		1.82	%
Portfolio turnover rate		18	%		62	%		73	%		64	%		33	%		20	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

(c) Annualized.

(d) The ratio includes expenses attributable to costs of proxy solicitation.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2010, December 31, 2009 and December 31, 2008 by 0.01%, 0.02% and 0.02%, respectively.

See notes to financial statements.

17

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Value Portfolio (the “Portfolio”) at a meeting held on May 1-3, 2012.

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 the Advisory Agreement, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided at the Portfolio’s request by employees of the Adviser or its affiliates. Requests for these reimbursements are approved by the directors on a quarterly basis and, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2010 and 2011 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries which provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of profitability of the Advisory Agreement with fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The direc-

18

AllianceBernstein Variable Products Series Fund

tors concluded that they were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including but not limited to benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. 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 2012 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- and 5-year periods ended February 29, 2012 and (in the case of comparisons with the Index) the since inception period (July 2002 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and 4th quintile of the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and the Performance Universe for the 3-year period, and in the 5th quintile of the Performance Group and the Performance Universe for the 5-year period. The Portfolio lagged the Index in all periods. The directors also reviewed performance information for periods ended March 31, 2012 (for which the data was not limited to Class A Shares), and noted that in the 3-month period the Portfolio had outperformed the Lipper VA Large Cap Value Funds Average and the Index.

The directors noted that they had discussed with the Adviser their concerns about the relative performance of the Portfolio. The directors took into account the Adviser’s recent restructuring of the Adviser’s research and portfolio management teams and investment process changes that are intended to improve the investment performance of its equity services. The Adviser had stated its belief that, in the case of its value funds, it had adhered to its rigorous process for value investing during a period when value investing had not generally obtained favorable returns. The Adviser believed that other managers of value funds may not pursue value characteristics to the same degree as the Adviser, and that their funds’ short-term performance may have benefited from style drift. The Adviser also reiterated its conviction that, over the long term, rigorous value investing would yield superior investment returns. The directors were satisfied with the Adviser’s explanation.

Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio. The directors determined to continue to monitor the Portfolio’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds.

The directors also considered the fees the Adviser charges non-fund clients pursuing a substantially similar investment style. For this purpose, they reviewed the relevant fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule started at a higher fee rate than the Portfolio’s starting fee rate, but had more breakpoints starting at lower asset levels. As a result, the application of the institutional fee schedule to the level of assets of the Portfolio would result in a lower fee rate than that being paid by the Portfolio. The

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

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 also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 3 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median. The directors also noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2012 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 establishing 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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VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pay the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/12 ($MIL)		Portfolio
Value	55 bp on first $2.5 billion 45 bp on next $2.5 billion 40 bp on the balance	$	183.4	Value Portfolio

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $60,578 (0.03% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 19, 2012 and discussed with the Board of Directors on May 1-3, 2012.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

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VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser on May 1^st of each year upon at least 60 days written notice. It should be noted that the Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
Value Portfolio	Class A    1.20% Class B    1.45%		0.71% 0.96%	December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

22

AllianceBernstein Variable Products Series Fund

fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2012 net assets:⁵

Portfolio	Net Assets 3/31/12 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Value Portfolio	$	183.4	Diversified Value Schedule 65 bp on first $25m 50 bp on the next $25m 40 bp on the next $50m 30 bp on the next $100m 25 bp on the balance Minimum account size $25m		0.402	%		0.550	%

The Adviser also manages AllianceBernstein Value Fund, Inc. (“Value Fund, Inc.”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below is the fee schedule of Value Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Value Portfolio	Value Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fees and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2012 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)			Portfolio Advisory Fee (%)
Value Portfolio	Client #17	0.49% on the first $100 million 0.30% on the next $100 million 0.25% on the balance		0.404%			0.550%
	Client #27	0.30% of the average daily net assets		0.300%			0.550%
	Client #3	0.15% on the first $1 billion 0.14% on the next $2 billion 0.12% on the next $2 billion 0.10% on the balance +/- Performance Fee (v. R`000V)		0.150%	8		0.550%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The client is an affiliate of the Adviser.

8 The sub-advised fund’s sub-advisory fee shown does not include any performance fee adjustment.

23

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolios, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

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

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 Exp. Group Median (%)		Rank
Value Portfolio		0.550		0.745		1/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Value Portfolio		0.706		0.748		2/13		0.750		11/36

Based on this analysis, the Portfolio has a more favorable ranking on a management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

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 the negotiations conducted at arm’s-length.” Jones v. Harris at 1429.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2011, relative to 2010.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2011, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, received $481,003 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $1,408,158 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $500,000 in 2011.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients, including the Portfolio. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through fee structures,¹⁵ subsidies and enhancement to services. Based on some of the professional literature that has considered economies of scale in the mutual fund industry, it is thought that to the extent economies of scale exist, they may more often exist across a fund family as opposed to a specific fund. This is because the costs incurred by the Adviser, such as investment research or technology for trading or compliance systems can be spread across a greater asset base as the fund family increases in size. It is also

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2010.

15 Fee structures include fee reductions, pricing at scale and breakpoints in advisory fee schedules.

25

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

possible that as the level of services required to operate a successful investment company has increased over time, and advisory firms make such investments in their business to provide services, there may be a sharing of economies of scale without a reduction in advisory fees.

An independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased. Some operating expenses, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has moved within a range of $400 to $500 million ending 2011 with an average of $411 million in the fourth quarter. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the company since 2008 are inconsistent with the view that there are currently “economies of scale” to be shared with clients through lower fees.

In February 2008, the independent consultant provided the Board of Directors an update of the Deli¹⁶ study on advisory fees and various fund characteristics.¹⁷ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁸ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $419 billion as of March 31, 2012, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 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 29, 2012.²¹

	Fund		PG Median		PU Median		PG Rank		PU Rank
Value Portfolio
1 year		–1.08		0.68		1.53		11/13		35/46
3 year		22.73		23.52		23.25		9/13		26/43
5 year		–3.90		0.51		–0.04		10/10		34/36

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

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 year and since inception performance returns of the Portfolio (in bold)²² versus its benchmarks.²³ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁴

	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
									Volatility (%)		Sharpe (%)
Value Portfolio	–	1.08		22.73	–	3.90		5.39		20.97	–	0.14		5
Russell 1000 Value Index		2.18		25.01	–	1.08		7.60		20.05	–	0.02		5
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: May 25, 2012

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 29, 2012.

24 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. A Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Variable Products Series Fund, Inc.

By:	/s/    ROBERT M. KEITH
	Robert M. Keith
	President

Date: August 9, 2012

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 9, 2012

By:	/s/    JOSEPH J. MANTINEO
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: August 9, 2012