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, 2014

Date of reporting period: June 30, 2014

ITEM 1. REPORTS TO STOCKHOLDERS.

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Balanced Wealth Strategy Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,059.60	$	3.57		0.70	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.32	$	3.51		0.70	%
Class B
Actual	$	1,000	$	1,057.90	$	4.85		0.95	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.08	$	4.76		0.95	%

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

1

BALANCED WEALTH STRATEGY PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Federal National Mortgage Association	$	26,263,831		6.8	%
U.S. Treasury Bonds & Notes		15,560,644		4.0
Google, Inc.		4,064,170		1.1
Apple, Inc.		3,525,764		0.9
New Zealand Government Bond		3,362,597		0.9
Gilead Sciences, Inc.		3,271,629		0.8
Federal Home Loan Mortgage Corp. Gold		3,266,859		0.8
Visa, Inc.—Class A		3,107,972		0.8
Comcast Corp.		3,090,243		0.8
Allergan, Inc./United States		2,873,863		0.7
	$	68,387,572		17.6	%

SECURITY TYPE BREAKDOWN^**

June 30, 2014 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	246,455,599		61.3	%
Corporates—Investment Grades		35,935,623		8.9
Mortgage Pass-Throughs		25,303,248		6.3
Governments—Treasuries		19,578,989		4.9
Asset-Backed Securities		18,370,884		4.6
Commercial Mortgage-Backed Securities		12,196,703		3.0
Agencies		4,227,442		1.0
Corporates—Non-Investment Grades		4,039,501		1.0
Quasi-Sovereigns		3,287,745		0.8
Collateralized Mortgage Obligations		2,788,839		0.7
Inflation-Linked Securities		2,817,727		0.7
Preferred Stocks		731,803		0.2
Governments—Sovereign Bonds		554,918		0.1
Other***		1,224,555		0.3
Short-Term Investments		24,758,785		6.2
Total Investments	$	402,272,361		100.0	%

* Long-term investments.

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

*** “Other” represents less than 0.1% weightings in the following security types: Emerging Markets—Corporate Bonds, Governments—Sovereign Agencies, Local Governments—Municipal Bonds and Warrants.

2

BALANCED WEALTH STRATEGY PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–63.3%
FINANCIALS–9.7%
CAPITAL MARKETS–0.9%
Affiliated Managers Group, Inc.(a)		2,822	$	579,639
BlackRock, Inc.–Class A		2,170		693,532
Daiwa Securities Group, Inc.		64,000		554,513
Deutsche Bank AG (REG)		10,881		382,413
Goldman Sachs Group, Inc. (The)		825		138,138
State Street Corp.		4,100		275,766
UBS AG (REG)(a)		41,472		760,368
				3,384,369
COMMERCIAL BANKS–3.1%
Banco do Brasil SA		9,600		107,970
Bank Hapoalim BM		29,100		168,081
Bank of America Corp.		135,700		2,085,709
BNP Paribas SA		3,170		215,429
China Construction Bank Corp.–Class H		144,000		108,900
Citigroup, Inc.		35,200		1,657,920
Comerica, Inc.		9,600		481,536
Credit Agricole SA		8,606		121,507
Danske Bank A/S		12,410		350,812
Fifth Third Bancorp		13,200		281,820
JPMorgan Chase & Co.		24,300		1,400,166
Kasikornbank PCL (NVDR)		21,800		137,018
KBC Groep NV(a)		5,590		304,102
Lloyds Banking Group PLC(a)		418,917		532,474
Mitsubishi UFJ Financial Group, Inc.		69,100		424,185
PNC Financial Services Group, Inc. (The)		1,900		169,195
Regions Financial Corp.		20,700		219,834
Shinhan Financial Group Co., Ltd.		2,490		114,879
Societe Generale SA		8,172		428,562
State Bank of India		2,600		116,032
Sumitomo Mitsui Financial Group, Inc.		7,300		306,285
UniCredit SpA		58,530		489,391
Wells Fargo & Co.		37,200		1,955,232
				12,177,039
CONSUMER FINANCE–0.7%
Capital One Financial Corp.		14,600		1,205,960
Discover Financial Services		13,500		836,730
Muthoot Finance Ltd.		39,211		123,450
Shriram Transport Finance Co., Ltd.		7,705		115,441
SLM Corp.		66,600		553,446
				2,835,027

Company	Shares		U.S. $ Value
DIVERSIFIED FINANCIAL SERVICES–1.0%
Berkshire Hathaway, Inc.–Class B(a)		5,300	$	670,768
Cerved Information Solutions SpA(a)		38,630		261,306
ING Groep NV(a)		9,760		136,957
Intercontinental Exchange, Inc.		7,263		1,371,981
ORIX Corp.		36,500		605,199
Voya Financial, Inc.		17,100		621,414
				3,667,625
INSURANCE–3.2%
Admiral Group PLC		40,337		1,068,796
AIA Group Ltd.		224,400		1,128,970
Allstate Corp. (The)		10,900		640,048
American Financial Group, Inc./OH		11,700		696,852
American International Group, Inc.		24,900		1,359,042
Aon PLC		9,440		850,450
Assurant, Inc.		9,000		589,950
Aviva PLC		18,910		164,986
BB Seguridade Participacoes SA		7,500		110,115
Chubb Corp. (The)		8,100		746,577
Direct Line Insurance Group PLC		38,660		178,411
Genworth Financial, Inc.–Class A(a)		35,900		624,660
Lancashire Holdings Ltd.		32,020		358,386
Lincoln National Corp.		25,600		1,316,864
Muenchener Rueckversicherungs AG		1,580		349,888
PartnerRe Ltd.		8,500		928,285
Prudential PLC		31,700		726,293
Suncorp Group Ltd.		13,270		169,456
Travelers Cos., Inc. (The)		3,700		348,059
Unum Group		2,300		79,948
XL Group PLC		3,000		98,190
				12,534,226
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.3%
Scentre Group(a)		231,680		699,079
Westfield Corp.		36,900		248,783
				947,862
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.4%
Daito Trust Construction Co., Ltd.		9,300		1,093,578
Hang Lung Group Ltd.		12,000		64,961
Hang Lung Properties Ltd.		131,000		403,982
Tokyu Fudosan Holdings Corp.		13,700		108,135
				1,670,656

3

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

Company	Shares		U.S. $ Value
THRIFTS & MORTGAGE FINANCE–0.1%
Housing Development Finance Corp.		26,340	$	432,442
				37,649,246
CONSUMER DISCRETIONARY–9.4%
AUTO COMPONENTS–0.9%
Cie Generale des Etablissements Michelin–Class B		3,200		382,087
Dana Holding Corp.		24,300		593,406
GKN PLC		17,140		106,405
Lear Corp.		5,200		464,464
Magna International, Inc. (New York)–Class A		4,600		495,650
Plastic Omnium SA		5,610		175,963
TRW Automotive Holdings Corp.(a)		7,700		689,304
Valeo SA		4,480		601,102
				3,508,381
AUTOMOBILES–1.1%
Bayerische Motoren Werke AG		1,830		231,732
Ford Motor Co.		61,000		1,051,640
Great Wall Motor Co., Ltd.–Class H		29,000		107,841
Honda Motor Co., Ltd.		14,100		492,016
Mazda Motor Corp.		25,000		117,323
Nissan Motor Co., Ltd.		38,600		365,521
Renault SA		1,550		140,112
Tata Motors Ltd.		17,050		122,513
Tata Motors Ltd.–Class A		21,190		104,030
Toyota Motor Corp.		19,800		1,185,478
Volkswagen AG (Preference Shares)		1,170		306,442
				4,224,648
DISTRIBUTORS–0.0%
Inchcape PLC		14,370		155,886
DIVERSIFIED CONSUMER SERVICES–0.3%
Estacio Participacoes SA		52,800		698,982
Kroton Educacional SA		20,900		586,089
				1,285,071
HOTELS, RESTAURANTS & LEISURE–1.0%
Galaxy Entertainment Group Ltd.		11,000		87,634
Melco Crown Entertainment Ltd. (ADR)		10,206		364,456
Melco International Development Ltd.		27,000		81,799
Merlin Entertainments PLC(a)(b)		32,929		201,863
Sodexo		8,899		957,525
Starbucks Corp.		17,880		1,383,554

Company	Shares		U.S. $ Value
Starwood Hotels & Resorts Worldwide, Inc.		2,400	$	193,968
Whitbread PLC		4,230		319,113
William Hill PLC		31,578		177,296
Yum! Brands, Inc.		2,150		174,580
				3,941,788
HOUSEHOLD DURABLES–0.1%
PulteGroup, Inc.		27,600		556,416
INTERNET & CATALOG RETAIL–0.6%
Just Eat PLC(a)		54,105		236,118
Priceline Group, Inc. (The)(a)		1,700		2,045,100
				2,281,218
LEISURE EQUIPMENT & PRODUCTS–0.3%
Polaris Industries, Inc.		9,210		1,199,510
MEDIA–1.7%
Comcast Corp.–Class A		47,940		2,573,419
Liberty Global PLC–Series C(a)		27,700		1,171,987
Twenty-First Century Fox, Inc.–Class A		21,800		766,270
Walt Disney Co. (The)		22,128		1,897,255
				6,408,931
MULTILINE RETAIL–0.4%
Dollar General Corp.(a)		10,300		590,808
Harvey Norman Holdings Ltd.(c)		60,570		177,049
Macy’s, Inc.		11,100		644,022
				1,411,879
SPECIALTY RETAIL–1.9%
Foot Locker, Inc.		12,900		654,288
GameStop Corp–Class A		19,700		797,259
Gap, Inc. (The)		10,100		419,857
Home Depot, Inc. (The)		20,970		1,697,731
Kingfisher PLC		23,360		143,405
O’Reilly Automotive, Inc.(a)		4,540		683,724
Office Depot, Inc.(a)		122,700		698,163
Shimamura Co., Ltd.		1,700		167,337
Sports Direct International PLC(a)		47,299		571,559
TJX Cos., Inc. (The)		13,700		728,155
Ulta Salon Cosmetics & Fragrance, Inc.(a)		4,580		418,658
Yamada Denki Co., Ltd.(c)		60,900		217,093
				7,197,229
TEXTILES, APPAREL & LUXURY GOODS–1.1%
Cie Financiere Richemont SA		12,170		1,275,285
Hugo Boss AG		2,416		360,756
Li & Fung Ltd.		462,000		685,506
Michael Kors Holdings Ltd.(a)		7,440		659,556
NIKE, Inc–Class B		13,361		1,036,145

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Samsonite International SA		100,500	$	331,288
				4,348,536
				36,519,493
INFORMATION TECHNOLOGY–8.3%
COMMUNICATIONS EQUIPMENT–0.7%
Brocade Communications Systems, Inc.		64,600		594,320
Telefonaktiebolaget LM Ericsson–Class B		15,494		187,179
F5 Networks, Inc.(a)		5,980		666,411
Harris Corp.		10,200		772,650
Cisco Systems, Inc.		12,400		308,140
				2,528,700
COMPUTERS & PERIPHERALS–1.5%
Catcher Technology Co., Ltd.		37,000		345,296
Asustek Computer, Inc.		16,000		178,815
Apple, Inc.		37,940		3,525,764
Casetek Holdings Ltd.		27,000		158,689
Hewlett-Packard Co.		50,000		1,684,000
				5,892,564
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.4%
Amphenol Corp.–Class A		13,700		1,319,858
Arrow Electronics, Inc.(a)		6,200		374,542
				1,694,400
INTERNET SOFTWARE & SERVICES–1.6%
Baidu, Inc. (Sponsored ADR)(a)		470		87,801
CoStar Group, Inc.(a)		1,783		282,017
Facebook, Inc.–Class A(a)		18,610		1,252,267
Google, Inc.–Class A(a)		3,350		1,958,645
Google, Inc.–Class C(a)		3,660		2,105,525
Telecity Group PLC		45,783		590,493
				6,276,748
IT SERVICES–1.7%
Amdocs Ltd.		1,800		83,394
Booz Allen Hamilton Holding Corp.		8,600		182,664
Cognizant Technology Solutions Corp–Class A(a)		24,790		1,212,479
Fujitsu Ltd.		34,000		254,757
HCL Technologies Ltd.		4,820		120,506
Tata Consultancy Services Ltd.		4,340		174,274
Visa, Inc.–Class A		14,750		3,107,972
Western Union Co. (The)–Class W		23,600		409,224
Xerox Corp.		79,600		990,224
				6,535,494

Company	Shares		U.S. $ Value
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.4%
Advanced Semiconductor Engineering, Inc.		48,000	$	62,199
Applied Materials, Inc.		29,300		660,715
ASM International NV		4,020		166,617
Intel Corp.		31,800		982,620
Linear Technology Corp.		38,340		1,804,664
Micron Technology, Inc.(a)		18,800		619,460
Novatek Microelectronics Corp.		37,000		181,975
NVIDIA Corp.		7,100		131,634
Samsung Electronics Co., Ltd.		170		222,011
SK Hynix, Inc.(a)		2,500		120,045
Sumco Corp.		28,800		263,977
Tokyo Electron Ltd.		2,600		177,201
				5,393,118
SOFTWARE–1.0%
ANSYS, Inc.(a)		7,905		599,357
Dassault Systemes		1,240		159,441
Electronic Arts, Inc.(a)		25,200		903,924
FireEye, Inc.(a)(c)		7,780		315,479
Informatica Corp.(a)		11,902		424,306
Microsoft Corp.		10,500		437,850
NetSuite, Inc.(a)		7,270		631,618
ServiceNow, Inc.(a)		8,522		528,023
				3,999,998
				32,321,022
HEALTH CARE–7.4%
BIOTECHNOLOGY–2.1%
Actelion Ltd. (REG)(a)		4,180		529,061
Biogen Idec, Inc.(a)		8,878		2,799,322
Gilead Sciences, Inc.(a)		39,460		3,271,629
Grifols SA (ADR)		613		27,003
Quintiles Transnational Holdings, Inc.(a)		25,433		1,355,324
Theravance, Inc.(a)(c)		4,300		128,054
				8,110,393
HEALTH CARE EQUIPMENT & SUPPLIES–0.7%
Intuitive Surgical, Inc.(a)		2,920		1,202,456
Medtronic, Inc.		20,800		1,326,208
				2,528,664
HEALTH CARE PROVIDERS & SERVICES–0.8%
Aetna, Inc.		11,500		932,420
McKesson Corp.		5,130		955,257
UnitedHealth Group, Inc.		13,011		1,063,649
WellPoint, Inc.		2,500		269,025
				3,220,351
LIFE SCIENCES TOOLS & SERVICES–0.5%
Eurofins Scientific SE(c)		4,519		1,390,002

5

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

Company	Shares		U.S. $ Value
Mettler-Toledo International, Inc.(a)		2,369	$	599,784
				1,989,786
PHARMACEUTICALS–3.3%
Allergan, Inc./United States		16,983		2,873,863
Astellas Pharma, Inc.		28,000		368,216
GlaxoSmithKline PLC		27,950		744,174
GlaxoSmithKline PLC (Sponsored ADR)		14,500		775,460
Johnson & Johnson		21,100		2,207,482
Merck & Co., Inc.		18,700		1,081,795
Novartis AG		6,994		633,365
Novo Nordisk A/S–Class B		5,660		261,226
Pfizer, Inc.		89,000		2,641,520
Richter Gedeon Nyrt		6,470		124,097
Roche Holding AG		2,750		819,381
Sun Pharmaceutical Industries Ltd.		11,420		130,602
Teva Pharmaceutical Industries Ltd.		2,770		145,516
				12,806,697
				28,655,891
INDUSTRIALS–6.5%
AEROSPACE & DEFENSE–1.2%
Airbus Group NV		11,230		752,949
Boeing Co. (The)		13,130		1,670,530
MTU Aero Engines AG		1,693		155,481
Northrop Grumman Corp.		4,100		490,483
Precision Castparts Corp.		3,414		861,694
Safran SA		6,050		396,062
Thales SA		2,020		122,138
Zodiac Aerospace		2,150		72,793
				4,522,130
AIRLINES–0.5%
Copa Holdings SA–Class A		9,150		1,304,516
Delta Air Lines, Inc.		10,700		414,304
Japan Airlines Co., Ltd.		2,000		110,579
Qantas Airways Ltd.(a)		146,540		174,318
Turk Hava Yollari(a)		49,857		152,878
				2,156,595
BUILDING PRODUCTS–0.0%
Asahi Glass Co., Ltd.(c)		20,000		117,914
COMMERCIAL SERVICES & SUPPLIES–0.3%
Babcock International Group PLC		41,965		834,134
Edenred		14,870		450,917
				1,285,051
CONSTRUCTION & ENGINEERING–0.1%
URS Corp.		4,600		210,910

Company	Shares		U.S. $ Value
ELECTRICAL EQUIPMENT–0.4%
AMETEK, Inc.		23,582	$	1,232,867
Sumitomo Electric Industries Ltd.		29,200		411,062
				1,643,929
INDUSTRIAL CONGLOMERATES–0.8%
Bidvest Group Ltd.		4,750		126,238
Danaher Corp.		22,129		1,742,216
General Electric Co.		41,700		1,095,876
Hutchison Whampoa Ltd.		18,000		245,946
				3,210,276
INDUSTRIAL WAREHOUSE DISTRIBUTION–0.7%
Global Logistic Properties Ltd.		439,000		951,418
Granite Real Estate Investment Trust		9,830		365,774
Hansteen Holdings PLC		68,120		119,845
Japan Logistics Fund, Inc.		57		135,255
Mapletree Industrial Trust		159,000		182,470
Mapletree Logistics Trust		231,389		216,319
Nippon Prologis REIT, Inc.		55		128,267
ProLogis, Inc.		2,553		104,903
STAG Industrial, Inc.		17,110		410,811
				2,615,062
MACHINERY–0.9%
Caterpillar, Inc.		5,900		641,153
Dover Corp.		7,000		636,650
ITT Corp.		10,845		521,645
JTEKT Corp.		13,200		222,722
Parker Hannifin Corp.		7,110		893,940
Wabtec Corp./DE		5,270		435,249
				3,351,359
MARINE–0.2%
AP Moeller–Maersk A/S–Class B		182		452,504
Nippon Yusen KK		97,000		279,804
				732,308
MIXED OFFICE INDUSTRIAL–0.1%
Goodman Group(c)		56,240		267,758
PROFESSIONAL SERVICES–1.1%
Applus Services SA(a)		19,095		394,816
Bureau Veritas SA		37,429		1,039,533
Capita PLC		58,971		1,155,317
Intertek Group PLC		23,452		1,102,654
Nielsen NV		8,329		403,207
SGS SA		87		208,184
Teleperformance		1,290		79,028
				4,382,739
ROAD & RAIL–0.1%
Central Japan Railway Co.		2,200		314,046

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
East Japan Railway Co.		2,500	$	196,980
				511,026
TRADING COMPANIES & DISTRIBUTORS–0.1%
Mitsubishi Corp.		12,300		256,017
Rexel SA		6,240		145,939
				401,956
				25,409,013
CONSUMER STAPLES–4.8%
BEVERAGES–0.7%
Asahi Group Holdings Ltd.		4,100		128,752
Carlsberg A/S–Class B		2,260		243,411
Diageo PLC		23,690		754,504
Monster Beverage Corp.(a)		20,771		1,475,364
SABMiller PLC (London)		1,410		81,717
				2,683,748
FOOD & STAPLES RETAILING–1.5%
Costco Wholesale Corp.		7,610		876,368
CVS Caremark Corp.		37,350		2,815,069
Jeronimo Martins SGPS SA		20,048		329,620
Koninklijke Ahold NV		20,285		380,366
Kroger Co. (The)		15,600		771,108
Lenta Ltd. (GDR)(a)(b)		6,510		83,979
Olam International Ltd.		179,412		371,293
Sugi Holdings Co., Ltd.		2,100		95,822
Tsuruha Holdings, Inc.		1,800		99,330
				5,822,955
FOOD PRODUCTS–0.7%
Ajinomoto Co., Inc.		11,000		172,406
Danone SA		1,723		128,120
Hershey Co. (The)		6,680		650,432
Keurig Green Mountain, Inc.		4,830		601,866
Mead Johnson Nutrition Co.–Class A		12,870		1,199,098
				2,751,922
HOUSEHOLD PRODUCTS–0.4%
Henkel AG & Co. KGaA		5,849		588,209
LG Household & Health Care Ltd.		570		256,588
Procter & Gamble Co. (The)		5,000		392,950
Reckitt Benckiser Group PLC		2,780		242,402
				1,480,149
PERSONAL PRODUCTS–0.3%
Estee Lauder Cos., Inc. (The)–Class A		13,890		1,031,471
TOBACCO–1.2%
British American Tobacco PLC		19,989		1,189,390
Imperial Tobacco Group PLC		8,140		366,203
Japan Tobacco, Inc.		36,000		1,312,636
Philip Morris International, Inc.		23,675		1,996,039
				4,864,268
				18,634,513
ENERGY–3.8%
ENERGY EQUIPMENT & SERVICES–1.0%
Aker Solutions ASA		12,760	$	221,463
Halliburton Co.		12,500		887,625
Nabors Industries Ltd.		20,600		605,022
Oceaneering International, Inc.		3,959		309,317
Schlumberger Ltd.		14,324		1,689,516
Seadrill Ltd.(c)		4,160		164,863
				3,877,806
OIL, GAS & CONSUMABLE FUELS–2.8%
BG Group PLC		23,580		497,570
Chesapeake Energy Corp.		7,200		223,776
Chevron Corp.		10,700		1,396,885
China Petroleum & Chemical Corp.–Class H		102,000		97,107
Exxon Mobil Corp.		24,000		2,416,320
Hess Corp.		15,000		1,483,350
JX Holdings, Inc.		86,100		460,740
Murphy Oil Corp.		9,700		644,856
Occidental Petroleum Corp.		15,000		1,539,450
Phillips 66		5,300		426,279
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		10,055		415,172
Total SA		4,280		309,657
Valero Energy Corp.		21,300		1,067,130
				10,978,292
				14,856,098
EQUITY: OTHER–3.6%
DIVERSIFIED/SPECIALTY–3.1%
Armada Hoffler Properties, Inc.		15,792		152,867
British Land Co. PLC		49,193		591,085
Buzzi Unicem SpA		9,410		158,232
CA Immobilien Anlagen AG(a)		17,060		323,550
Cheung Kong Holdings Ltd.		21,000		372,304
Cofinimmo		2,140		266,687
Country Garden Holdings Co., Ltd.		986,000		389,137
CSR Ltd.		57,960		190,799
Digital Realty Trust, Inc.(c)		3,830		223,366
Dream Office Real Estate Investment Trust		7,896		216,741
Fibra Uno Administracion SA de CV		111,230		390,014
Frasers Centrepoint Ltd.		75,000		111,560
Gramercy Property Trust, Inc.		79,000		477,950
Hemfosa Fastigheter AB(a)		11,100		186,480
Henderson Land Development Co., Ltd.		21,340		125,032
ICADE		1,759		188,552
Kennedy Wilson Europe Real Estate PLC(a)		20,500		385,921

7

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

Company	Shares		U.S. $ Value
Kennedy-Wilson Holdings, Inc.		14,900	$	399,618
Klovern AB		23,937		121,797
Lend Lease Group		43,190		533,934
Merlin Properties Socimi SA(a)		42,500		561,584
Mitchells & Butlers PLC(a)		28,570		190,446
Mitsubishi Estate Co., Ltd.		26,000		642,344
Mitsui Fudosan Co., Ltd.		21,100		712,109
New World Development Co., Ltd.		129,893		147,870
New York REIT, Inc.(c)		33,250		367,745
Nomura Real Estate Master Fund, Inc.		104		127,122
Orix JREIT, Inc.		147		206,191
Pruksa Real Estate PCL		139,700		125,904
Regal Entertainment Group–Class A		18,080		381,488
Spirit Realty Capital, Inc.		12,361		140,421
Sumitomo Realty & Development Co., Ltd.		12,000		515,478
Sun Hung Kai Properties Ltd.		34,708		476,711
Supalai PCL		195,400		131,852
Swire Properties Ltd.		101,000		295,167
Top REIT, Inc.		26		116,296
UOL Group Ltd.		52,140		272,923
Vornado Realty Trust		1,690		180,374
Wharf Holdings Ltd.		85,000		614,263
				12,011,914
HEALTH CARE–0.5%
Chartwell Retirement Residences		20,060		203,786
HCP, Inc.		6,510		269,384
LTC Properties, Inc.		8,320		324,813
Medical Properties Trust, Inc.		26,315		348,411
Omega Healthcare Investors, Inc.		11,730		432,368
Ventas, Inc.		3,980		255,118
				1,833,880
				13,845,794
RETAIL–1.9%
REGIONAL MALL–0.7%
CFS Retail Property Trust Group(c)		78,160		150,304
General Growth Properties, Inc.		8,270		194,841
Glimcher Realty Trust		18,500		200,355
Pennsylvania Real Estate Investment Trust		17,680		332,738
Simon Property Group, Inc.		9,096		1,512,483
Washington Prime Group, Inc.(a)		25,218		472,585
				2,863,306
SHOPPING CENTER/OTHER RETAIL–1.2%
Aeon Mall Co., Ltd.		13,100		345,406

Company	Shares		U.S. $ Value
DDR Corp.		19,380	$	341,669
Federal Realty Investment Trust		640		77,389
Federation Centres Ltd.		127,660		299,592
Fukuoka REIT Corp.		55		96,686
Japan Retail Fund Investment Corp.		93		209,224
Kimco Realty Corp.		4,870		111,913
Kite Realty Group Trust		33,176		203,701
Klepierre		8,553		435,805
Link REIT (The)		19,268		103,734
Ramco-Gershenson Properties Trust		24,570		408,353
Regency Centers Corp.		3,050		169,824
Retail Opportunity Investments Corp.		27,590		433,991
RioCan Real Estate Investment Trust (Toronto)		4,973		127,279
Unibail-Rodamco SE		2,669		776,706
Vastned Retail NV		5,794		295,152
Weingarten Realty Investors		6,040		198,354
				4,634,778
				7,498,084
MATERIALS–1.7%
CHEMICALS–1.4%
Arkema SA		3,113		302,479
BASF SE		1,060		123,303
CF Industries Holdings, Inc.		425		102,225
Chr Hansen Holding A/S		3,770		158,766
Denki Kagaku Kogyo KK		45,000		172,898
Eastman Chemical Co.		6,400		559,040
Essentra PLC		68,184		890,313
IMCD Group NV(a)		2,498		77,646
Incitec Pivot Ltd.		73,261		200,292
JSR Corp.		20,000		343,360
Koninklijke DSM NV		4,698		341,885
LyondellBasell Industries NV–Class A		8,300		810,495
Monsanto Co.		11,259		1,404,448
Potash Corp. of Saskatchewan, Inc.(c)		4,390		166,644
				5,653,794
CONSTRUCTION MATERIALS–0.0%
Taiheiyo Cement Corp.		23,000		92,737
METALS & MINING–0.2%
Dowa Holdings Co., Ltd.		12,000		113,177
MMC Norilsk Nickel OJSC (ADR)		8,390		166,206
Rio Tinto PLC		8,210		443,292
				722,675
PAPER & FOREST PRODUCTS–0.1%
Mondi PLC		12,100		219,674
				6,688,880

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
RESIDENTIAL–1.6%
MULTI-FAMILY–1.4%
Associated Estates Realty Corp.		34,370	$	619,347
Brookfield Residential Properties, Inc.(a)		9,881		205,031
China Overseas Land & Investment Ltd.		102,000		247,406
China Vanke Co., Ltd.–Class H(a)		159,460		280,224
CIFI Holdings Group Co., Ltd.		640,000		118,079
Comforia Residential REIT, Inc.		20		151,635
Equity Residential		3,070		193,410
Essex Property Trust, Inc.		2,555		472,445
GAGFAH SA(a)		28,863		524,980
Irish Residential Properties REIT PLC(a)		81,000		112,023
Japan Rental Housing Investments, Inc.		173		116,518
Kenedix Residential Investment Corp.		52		120,798
KWG Property Holding Ltd.		298,500		171,377
LEG Immobilien AG(a)		5,129		345,044
Mid-America Apartment Communities, Inc.		6,780		495,279
Rossi Residencial SA(a)		145,840		114,190
Sekisui Chemical Co., Ltd.		8,000		92,749
Stockland(c)		157,305		575,337
Taylor Wimpey PLC		189,620		369,578
UDR, Inc.		2,454		70,258
Wing Tai Holdings Ltd.		125,000		197,595
				5,593,303
SELF STORAGE–0.2%
Extra Space Storage, Inc.		3,580		190,635
Public Storage		2,590		443,797
Safestore Holdings PLC		53,910		201,130
				835,562
				6,428,865
TELECOMMUNICATION SERVICES–1.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%
AT&T, Inc.		45,400		1,605,344
Bezeq The Israeli Telecommunication Corp., Ltd.		63,518		118,880
Hellenic Telecommunications Organization SA(a)		6,960		102,797
Nippon Telegraph & Telephone Corp.		6,000		373,967
Orange SA		33,650		532,421
Telenor ASA		6,620		150,727
Vivendi SA(a)		11,484		281,031
Ziggo NV		3,940		182,211
				3,347,378

Company	Shares		U.S. $ Value
WIRELESS TELECOMMUNICATION SERVICES–0.4%
China Mobile Ltd.		17,000	$	165,117
NTT DoCoMo, Inc.		11,400		194,607
Turkcell Iletisim Hizmetleri AS(a)		21,330		133,506
Vodafone Group PLC		190,523		636,781
Vodafone Group PLC (Sponsored ADR)		11,672		389,728
				1,519,739
				4,867,117
OFFICE–1.2%
OFFICE–1.2%
Allied Properties Real Estate Investment Trust		7,776		257,609
Boston Properties, Inc.		1,774		209,651
Columbia Property Trust, Inc.		13,220		343,852
Cominar Real Estate Investment Trust		15,513		274,045
Cousins Properties, Inc.		37,522		467,149
Fabege AB		15,130		214,071
Hongkong Land Holdings Ltd.		41,000		273,621
Investa Office Fund		82,940		266,004
Japan Excellent, Inc.		142		188,734
Japan Real Estate Investment Corp.		57		332,009
Kenedix Office Investment Corp.–Class A		35		190,532
Kilroy Realty Corp.		2,780		173,139
NTT Urban Development Corp.		11,000		123,879
Parkway Properties, Inc./MD		20,458		422,458
SL Green Realty Corp.		6,118		669,370
Workspace Group PLC		22,440		218,902
				4,625,025
UTILITIES–1.2%
ELECTRIC UTILITIES–0.4%
Edison International		18,900		1,098,279
EDP–Energias de Portugal SA		44,900		225,291
Electricite de France SA		3,930		123,747
Enel SpA		40,691		236,685
				1,684,002
GAS UTILITIES–0.4%
Atmos Energy Corp.		13,100		699,540
UGI Corp.		13,800		696,900
				1,396,440
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.3%
APR Energy PLC		29,787		330,608
Calpine Corp.(a)		28,800		685,728
				1,016,336
MULTI-UTILITIES–0.1%
CenterPoint Energy, Inc.		19,800		505,692
				4,602,470

9

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

Company			Shares		U.S. $ Value
LODGING–0.8%
LODGING–0.8%
Ashford Hospitality Prime, Inc.				21,864	$	375,186
Ashford Hospitality Trust, Inc.				35,531		410,028
Chatham Lodging Trust				16,959		371,402
DiamondRock Hospitality Co.				36,350		466,007
FelCor Lodging Trust, Inc.				29,690		312,042
Hersha Hospitality Trust				64,400		432,124
Host Hotels & Resorts, Inc.				17,560		386,495
Intrawest Resorts Holdings, Inc.(a)				3,943		45,187
Japan Hotel REIT Investment Corp.(c)				433		227,992
Pebblebrook Hotel Trust				5,110		188,866
						3,215,329
FUNDS AND INVESTMENT TRUSTS–0.1%
FUNDS AND INVESTMENT TRUSTS–0.1%
B&M European Value Retail SA(a)				73,667		346,703
MORTGAGE–0.1%
MORTGAGE–0.1%
Altisource Residential Corp.				11,220		292,056
Total Common Stocks (cost $191,821,331)						246,455,599
	Principal Amount (000)
CORPORATES–INVESTMENT GRADES–9.2%
INDUSTRIAL–5.4%
BASIC–0.8%
Barrick Gold Corp. 4.10%, 5/01/23		U.S.$		45		44,813
Barrick North America Finance LLC 4.40%, 5/30/21				150		156,941
Basell Finance Co. BV 8.10%, 3/15/27(b)				145		194,796
Cia Minera Milpo SAA 4.625%, 3/28/23(b)				240		237,649
Dow Chemical Co. (The) 4.125%, 11/15/21				165		177,079
Gerdau Trade, Inc. 4.75%, 4/15/23(b)				395		391,074
Glencore Funding LLC 4.125%, 5/30/23(b)				164		164,712
International Paper Co. 3.65%, 6/15/24				48		48,113
LyondellBasell Industries NV 5.75%, 4/15/24		U.S.$		435	$	513,252
Minsur SA 6.25%, 2/07/24(b)				333		361,267
Rio Tinto Finance USA PLC 2.875%, 8/21/22				257		250,946
3.50%, 3/22/22				94		96,457
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(b)				237		220,264
Vale SA 5.625%, 9/11/42				37		36,249
Yamana Gold, Inc. 4.95%, 7/15/24(b)				236		237,552
						3,131,164
CAPITAL GOODS–0.2%
Embraer SA 5.15%, 6/15/22				130		140,075
Odebrecht Finance Ltd. 5.25%, 6/27/29(b)				217		216,023
Owens Corning 6.50%, 12/01/16(d)				178		198,515
Republic Services, Inc. 3.80%, 5/15/18				17		18,213
						572,826
COMMUNICATIONS–MEDIA–0.7%
21st Century Fox America, Inc. 3.00%, 9/15/22				400		393,804
6.15%, 2/15/41				130		157,555
CBS Corp. 5.75%, 4/15/20				250		289,765
Comcast Corp. 5.15%, 3/01/20				451		516,824
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(b)(e)				233		243,485
Reed Elsevier Capital, Inc. 8.625%, 1/15/19				435		550,512
Time Warner Cable, Inc. 4.125%, 2/15/21				165		178,159
WPP Finance 2010 4.75%, 11/21/21				77		84,493
WPP Finance UK 8.00%, 9/15/14				350		355,216
						2,769,813
COMMUNICATIONS– TELECOMMUNICATIONS–0.5%
American Tower Corp. 5.05%, 9/01/20				380		423,421
AT&T, Inc. 4.30%, 12/15/42				23		21,772

10

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Deutsche Telekom International Finance BV 4.875%, 3/06/42(b)		U.S.$	490	$	512,539
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.80%, 3/15/22			75		77,446
4.45%, 4/01/24			107		113,455
5.20%, 3/15/20			30		33,795
Globo Comunicacao e Participacoes SA 5.307%, 5/11/22(b)(f)			221		234,260
Rogers Communications, Inc. 4.00%, 6/06/22		CAD	46		44,859
Telefonica Emisiones SAU 5.462%, 2/16/21		U.S.$	185		210,062
Verizon Communications, Inc. 6.55%, 9/15/43			297		373,757
					2,045,366
CONSUMER CYCLICAL–AUTOMOTIVE–0.4%
Ford Motor Credit Co. LLC 5.875%, 8/02/21			915		1,074,267
Harley-Davidson Funding Corp. 5.75%, 12/15/14(b)			341		349,001
					1,423,268
CONSUMER CYCLICAL–ENTERTAINMENT–0.1%
Time Warner, Inc. 4.70%, 1/15/21			123		136,198
7.625%, 4/15/31			110		151,141
Viacom, Inc. 3.875%, 4/01/24			110		111,781
5.625%, 9/15/19			83		95,710
					494,830
CONSUMER CYCLICAL–RETAILERS–0.1%
Macy’s Retail Holdings, Inc. 3.875%, 1/15/22			201		209,810
CONSUMER NON-CYCLICAL–0.3%
Actavis Funding SCS 3.85%, 6/15/24(b)			89		89,966
Bunge Ltd. Finance Corp.
5.10%, 7/15/15			69		71,869
8.50%, 6/15/19			153		192,263
Grupo Bimbo SAB de CV 3.875%, 6/27/24(b)			339		338,329
Reynolds American, Inc. 3.25%, 11/01/22			220		212,247
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24		U.S.$	121	$	126,536
					1,031,210
ENERGY–1.5%
DCP Midstream LLC 5.35%, 3/15/20(b)			137		151,636
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43			111		112,030
Encana Corp. 3.90%, 11/15/21			140		147,927
Energy Transfer Partners LP 7.50%, 7/01/38			295		383,527
Enterprise Products Operating LLC 5.20%, 9/01/20			185		211,210
Hess Corp. 7.875%, 10/01/29			39		53,741
Kinder Morgan Energy Partner LP 2.65%, 2/01/19			302		305,651
3.95%, 9/01/22			424		433,666
6.85%, 2/15/20			330		396,000
Marathon Petroleum Corp. 5.125%, 3/01/21			163		184,808
Nabors Industries, Inc. 5.10%, 9/15/23			180		196,525
Noble Energy, Inc. 8.25%, 3/01/19			374		471,489
Noble Holding International Ltd. 3.95%, 3/15/22			270		276,550
4.90%, 8/01/20			36		39,713
Reliance Holding USA, Inc. 5.40%, 2/14/22(b)			315		338,959
Rio Oil Finance Trust Series 2014-1 6.25%, 7/06/24(b)			269		281,777
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			295		310,387
TransCanada PipeLines Ltd. 6.35%, 5/15/67			120		124,950
Transocean, Inc. 6.375%, 12/15/21			2		2,314
6.50%, 11/15/20			300		346,968
Valero Energy Corp. 6.125%, 2/01/20			175		206,801
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			285		374,004
Williams Partners LP 5.25%, 3/15/20			298		336,145
					5,686,778

11

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

	Principal Amount (000)			U.S. $ Value
SERVICES–0.0%
Omnicom Group, Inc. 3.625%, 5/01/22		U.S.$	165	$	169,747
TECHNOLOGY–0.5%
Agilent Technologies, Inc. 5.00%, 7/15/20			71		77,924
Baidu, Inc. 2.75%, 6/09/19			377		378,469
Hewlett-Packard Co. 4.65%, 12/09/21			114		124,375
Motorola Solutions, Inc. 3.50%, 3/01/23			300		290,253
7.50%, 5/15/25			35		44,513
Seagate HDD Cayman 4.75%, 1/01/25(b)			127		126,048
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22			447		464,616
Tencent Holdings Ltd. 3.375%, 5/02/19(b)			335		342,494
Total System Services, Inc. 2.375%, 6/01/18			141		141,079
3.75%, 6/01/23			139		135,334
					2,125,105
TRANSPORTATION–AIRLINES–0.1%
Southwest Airlines Co. 5.25%, 10/01/14			307		310,246
5.75%, 12/15/16			155		171,222
					481,468
TRANSPORTATION–SERVICES–0.2%
Asciano Finance Ltd. 3.125%, 9/23/15(b)			237		241,874
5.00%, 4/07/18(b)			230		250,441
Ryder System, Inc. 5.85%, 11/01/16			127		139,867
7.20%, 9/01/15			127		136,280
					768,462
					20,909,847
FINANCIAL INSTITUTIONS–3.5%
BANKING–2.5%
Bank of America Corp. 4.875%, 4/01/44			306		315,772
Barclays Bank PLC 6.625%, 3/30/22(b)		EUR	160		273,014
6.86%, 6/15/32(b)(e)		U.S.$	44		49,720
BNP Paribas SA 5.186%, 6/29/15(b)(e)			128		130,400
BPCE SA 5.70%, 10/22/23(b)			262		288,491
Citigroup, Inc. 3.375%, 3/01/23			420		418,393
Compass Bank 5.50%, 4/01/20		U.S.$	314	$	341,891
Countrywide Financial Corp. 6.25%, 5/15/16			92		100,392
Credit Suisse AG 6.50%, 8/08/23(b)			267		302,948
Danske Bank A/S 5.684%, 2/15/17(e)		GBP	182		327,827
Goldman Sachs Group, Inc. (The) 5.75%, 1/24/22		U.S.$	335		387,657
Series D 6.00%, 6/15/20			440		512,866
ING Bank NV 2.00%, 9/25/15(b)			480		487,432
Intesa Sanpaolo SpA 5.017%, 6/26/24(b)			339		343,005
JPMorgan Chase & Co. 3.625%, 5/13/24			340		341,363
Macquarie Bank Ltd. 5.00%, 2/22/17(b)			90		98,082
Macquarie Group Ltd. 4.875%, 8/10/17(b)			194		211,639
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24(b)			392		413,181
Morgan Stanley 5.625%, 9/23/19			168		193,235
Series G 5.50%, 7/24/20			189		217,308
Murray Street Investment Trust I 4.647%, 3/09/17			44		47,554
National Capital Trust II Delaware 5.486%, 3/23/15(b)(e)			91		92,820
Nationwide Building Society 6.25%, 2/25/20(b)			465		549,046
PNC Bank NA 3.80%, 7/25/23			685		709,483
Rabobank Capital Funding Trust III 5.254%, 10/21/16(b)(e)			190		199,500
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(b)			215		252,088
Skandinaviska Enskilda Banken AB 5.471%, 3/23/15(b)(e)			185		187,775
Standard Chartered PLC 4.00%, 7/12/22(b)			470		485,947
Turkiye Garanti Bankasi AS 4.75%, 10/17/19(b)			336		340,604
UBS AG/Stamford CT 7.625%, 8/17/22			380		457,547
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(b)			230		253,498

12

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Wells Fargo Bank NA Series BKN1 6.18%, 2/15/36		U.S.$	250	$	302,573
					9,633,051
BROKERAGE–0.1%
Nomura Holdings, Inc. 2.00%, 9/13/16			468		475,638
INSURANCE–0.6%
Allied World Assurance Co., Holdings Ltd. 7.50%, 8/01/16			160		179,856
American International Group, Inc. 4.875%, 6/01/22			155		172,602
6.40%, 12/15/20			300		362,174
Coventry Health Care, Inc. 6.30%, 8/15/14			275		276,966
Hartford Financial Services Group, Inc. (The) 4.00%, 3/30/15			95		97,533
5.125%, 4/15/22			180		204,680
5.50%, 3/30/20			242		276,926
Humana, Inc. 6.45%, 6/01/16			40		44,058
Lincoln National Corp. 8.75%, 7/01/19			98		127,062
MetLife, Inc. 10.75%, 8/01/39			70		111,212
Prudential Financial, Inc. 5.625%, 6/15/43			200		213,936
XLIT Ltd. 5.25%, 9/15/14			135		136,332
6.375%, 11/15/24			157		189,776
					2,393,113
OTHER FINANCE–0.1%
ORIX Corp. 4.71%, 4/27/15			336		346,419
REITS–0.2%
ERP Operating LP 5.25%, 9/15/14			105		105,983
Health Care REIT, Inc. 5.25%, 1/15/22			300		336,481
Trust F/1401 5.25%, 12/15/24(b)			270		283,500
					725,964
					13,574,185
UTILITY–0.2%
ELECTRIC–0.1%
CMS Energy Corp. 5.05%, 3/15/22			155		176,170
Constellation Energy Group, Inc. 5.15%, 12/01/20			89		100,310
Pacific Gas & Electric Co. 6.05%, 3/01/34			38		46,995
					323,475
NATURAL GAS–0.1%
Talent Yield Investments Ltd. 4.50%, 4/25/22(b)		U.S.$	490	$	506,739
					830,214
NON CORPORATE SECTORS–0.1%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.1%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			286		270,046
OCP SA 5.625%, 4/25/24(b)			335		351,331
					621,377
Total Corporates–Investment Grades (cost $33,666,955)					35,935,623
MORTGAGE PASS-THROUGHS–6.5%
AGENCY FIXED RATE 30-YEAR–6.2%
Federal Home Loan Mortgage Corp. Gold 4.00%, 7/01/44, TBA			855		905,766
4.50%, 10/01/39			1,704		1,845,008
Series 2005 5.50%, 1/01/35			416		467,463
Series 2007 5.50%, 7/01/35			43		48,622
Federal National Mortgage Association 3.00%, 11/01/42-8/01/43			2,776		2,745,419
3.50%, 7/01/44, TBA			6,115		6,294,628
4.00%, 9/01/43			1,541		1,644,349
4.00%, 7/01/44, TBA			4,617		4,899,791
4.50%, 8/01/40-4/01/44			1,777		1,928,411
5.00%, 12/01/39			278		310,991
5.00%, 7/25/44, TBA			790		877,270
Series 2004 5.50%, 2/01/34-11/01/34			155		174,788
Series 2007 4.50%, 9/01/35			101		109,617
5.50%, 1/01/37-8/01/37			574		645,169
Series 2008 5.50%, 8/01/37			251		281,973
Series 2012 3.00%, 11/01/42			648		640,673
Series 2014 4.50%, 2/01/44			113		122,163
					23,942,101

13

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

	Principal Amount (000)			U.S. $ Value
AGENCY FIXED RATE 15-YEAR–0.3%
Federal National Mortgage Association 2.50%, 7/01/29, TBA		U.S.$	1,340	$	1,361,147
Total Mortgage Pass-Throughs (cost $24,783,084)					25,303,248
GOVERNMENTS– TREASURIES –5.0%
BRAZIL–0.2%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17		BRL	1,498		655,748
NEW ZEALAND–0.8%
New Zealand Government Bond Series 1217 6.00%, 12/15/17		NZD	3,609		3,362,597
UNITED STATES–4.0%
U.S. Treasury Bonds 2.75%, 8/15/42		U.S.$	280		250,425
3.125%, 2/15/43			385		370,623
3.625%, 8/15/43-2/15/44			1,833		1,935,508
4.625%, 2/15/40			3,835		4,769,183
5.375%, 2/15/31			5		6,565
U.S. Treasury Notes 1.25%, 10/31/18			1,115		1,106,377
1.50%, 1/31/19			288		287,820
1.625%, 3/31/19-11/15/22			1,232		1,180,350
2.00%, 11/15/21			645		636,937
2.50%, 8/15/23-5/15/24			2,435		2,434,116
2.75%, 11/15/23-2/15/24			2,525		2,582,740
					15,560,644
Total Governments–Treasuries (cost $18,738,124)					19,578,989
ASSET–BACKED SECURITIES–4.8%
AUTOS–FIXED RATE–3.1%
Ally Master Owner Trust Series 2013-1, Class A2 1.00%, 2/15/18			390		391,537
Series 2014-1, Class A2 1.29%, 1/15/19			336		336,781
AmeriCredit Automobile Receivables Trust Series 2011-3, Class D 4.04%, 7/10/17			320		331,259
Series 2012-4, Class A2 0.49%, 4/08/16			38		37,914
Series 2013-1, Class A2 0.49%, 6/08/16			96		95,618
Series 2013-3, Class A3 0.92%, 4/09/18			670		670,554
Series 2013-4, Class A3 0.96%, 4/09/18		U.S.$	275	$	275,560
Series 2013-5, Class A2A 0.65%, 3/08/17			163		163,247
Series 2014-1, Class A3 0.90%, 2/08/19			310		310,006
ARI Fleet Lease Trust Series 2014-A, Class A2 0.81%, 11/15/22(b)			149		148,702
Avis Budget Rental Car Funding AESOP LLC Series 2014-1A, Class A 2.46%, 7/20/20(b)			705		709,683
California Republic Auto Receivables Trust 2014-2 Series 2014-2, Class A4 1.57%, 12/16/19			203		203,255
Capital Auto Receivables Asset Trust Series 2013-3, Class A2 1.04%, 11/21/16			570		572,762
Series 2014-1, Class B 2.22%, 1/22/19			80		80,875
Carfinance Capital Auto Trust Series 2013-1A, Class A 1.65%, 7/17/17(b)			156		156,366
CPS Auto Receivables Trust 2013-B Series 2013-B, Class A 1.82%, 9/15/20(b)			238		239,125
CPS Auto Receivables Trust 2014-B Series 2014-B, Class A 1.11%, 11/15/18 (b)			193		192,521
Enterprise Fleet Financing LLC Series 2014-1, Class A2 0.87%, 9/20/19(b)			215		215,169
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(b)			117		117,438
Series 2013-1A, Class A 1.29%, 10/16/17(b)			129		128,871
Series 2014-1A, Class A 1.29%, 5/15/18(b)			148		147,927
Series 2014-2A, Class A 1.06%, 8/15/18(b)			135		134,776
Fifth Third Auto Trust Series 2013-A, Class A3 0.61%, 9/15/17			386		386,369
Flagship Credit Auto Trust Series 2013-1, Class A 1.32%, 4/16/18(b)			118		118,231

14

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Ford Auto Securitization Trust Series 2013-R1A, Class A2 1.676%, 9/15/16(b)		CAD	268	$	251,362
Series 2013-R4A, Class A1 1.487%, 8/15/15(b)			84		78,344
Series 2014-R2A, Class A1 1.353%, 3/15/16(b)			200		187,783
Ford Credit Auto Owner Trust Series 2012-D, Class B 1.01%, 5/15/18		U.S.$	155		154,519
Ford Credit Auto Owner Trust 2014-B Series 2014-B, Class A2 0.47%, 3/15/17			377		376,994
Ford Credit Floorplan Master Owner Trust Series 2012-4, Class A1 0.74%, 9/15/16			303		303,199
Series 2013-1, Class A1 0.85%, 1/15/18			279		280,005
Series 2014-1, Class A1 1.20%, 2/15/19			322		322,156
GM Financial Automobile Leasing Trust Series 2014-1A, Class A2 0.61%, 7/20/16(b)			270		269,953
Harley-Davidson Motorcycle Trust Series 2014-1, Class A3 1.10%, 9/15/19			270		270,437
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(b)			345		345,534
Huntington Auto Trust Series 2011-1A, Class A3 1.01%, 1/15/16(b)			45		44,767
Hyundai Auto Receivables Trust Series 2012-B, Class C 1.95%, 10/15/18			140		142,975
M&T Bank Auto Receivables Trust Series 2013-1A, Class A3 1.06%, 11/15/17, TBA(b)			416		417,174
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(b)			714		715,691
Nissan Auto Lease Trust Series 2012-B, Class A2A 0.45%, 6/15/15			18		17,860
Santander Drive Auto Receivables Trust Series 2013-3, Class C 1.81%, 4/15/19			489		492,830
Series 2013-4, Class A 3 1.11%, 12/15/17			540		542,412
Series 2013-5, Class A2A 0.64%, 4/17/17		U.S.$	184	$	183,969
Series 2014-2, Class A3 0.80%, 4/16/18			335		335,272
SMART Trust/Australia Series 2012-4US, Class A2A 0.67%, 6/14/15			36		36,162
Volkswagen Auto Loan Enhanced Trust Series 2014-1, Class A3 0.91%, 10/22/18			249		249,132
					12,183,076
CREDIT CARDS–FLOATING RATE–0.5%
Barclays Dryrock Issuance Trust Series 2014-1, Class A 0.512%, 12/16/19(d)			326		327,260
Series 2014-2, Class A 0.491%, 3/16/20(d)			337		337,007
First National Master Note Trust Series 2013-2, Class A 0.682%, 10/15/19(d)			346		347,824
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.852%, 2/15/17(b)(d)			490		491,644
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.532%, 12/15/19(d)			295		295,537
					1,799,272
OTHER ABS–FIXED RATE–0.5%
CIT Equipment Collateral Series 2012-VT1, Class A3 1.10%, 8/22/16(b)			50		50,184
Series 2013-VT1, Class A3 1.13%, 7/20/20(b)			466		468,880
CNH Capital Canada Receivables Trust Series 2014-1A, Class A1 1.388%, 3/15/17(b)		CAD	263		246,135
CNH Equipment Trust Series 2012-A, Class A3 0.94%, 5/15/17		U.S.$	124		123,976
Series 2013-D, Class A2 0.49%, 3/15/17			465		465,364
Series 2014-B, Class A4 1.61%, 5/17/21			210		210,184
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15			12		12,190
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16(b)			307		307,221
					1,884,134

15

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

	Principal Amount (000)			U.S. $ Value
CREDIT CARDS–FIXED RATE–0.3%
American Express Credit Account Master Trust Series 2014-2, Class A 1.26%, 1/15/20		U.S.$	141	$	140,997
Chase Issuance Trust Series 2014-A1, Class A1 1.15%, 1/15/19			270		271,029
Series 2014-A2, Class A2 2.77%, 3/15/23			270		273,188
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			310		313,196
Series 2013-A, Class A 1.61%, 12/15/21			246		245,555
					1,243,965
AUTOS–FLOATING RATE–0.2%
Ally Master Owner Trust Series 2014-2, Class A 0.522%, 1/16/18(d)			630		630,908
HOME EQUITY LOANS–FLOATING RATE–0.1%
GSAA Trust Series 2006-5, Class 2A3 0.422%, 3/25/36(d)			396		278,149
Residential Asset Securities Corp. Trust Series 2003-KS3, Class A2 0.752%, 5/25/33(d)			1		871
					279,020
AUTOS-FIXED RATE ABS–0.1%
Santander Drive Auto Receivables Trust Series 2012-3, Class D 3.64%, 5/15/18			253		264,194
HOME EQUITY LOANS–FIXED RATE–0.0%
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			87		86,315
Total Asset-Backed Securities (cost $18,010,445)					18,370,884
COMMERCIAL MORTGAGE-BACKED SECURITIES–3.1%
NON-AGENCY FIXED RATE CMBS–2.6%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			556		620,663
Series 2007-5, Class AM 5.772%, 2/10/51		U.S.$	150	$	162,773
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/23(b)			495		499,780
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.975%, 3/15/49			263		280,920
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.965%, 5/15/46			283		313,813
Commercial Mortgage Loan Trust Series 2008-LS1, Class A1A 6.213%, 12/10/49			1,019		1,147,114
Commercial Mortgage Pass-Through Certificates Series 2013-SFS, Class A1 1.873%, 4/12/35(b)			227		221,049
Credit Suisse Commercial Mortgage Trust Series 2006-C3, Class AJ 5.982%, 6/15/38			190		197,064
Credit Suisse First Boston Mortgage Securities Corp. Series 2005-C1, Class A4 5.014%, 2/15/38			214		216,142
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(b)			330		320,892
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(b)			501		507,826
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(b)			276		269,890
JP Morgan Chase Commercial Mortgage Securities Trust Series 2004-LN2, Class A1A 4.838%, 7/15/41(b)			266		266,766
Series 2005-CB11, Class A4 5.335%, 8/12/37			168		171,286
Series 2007-CB19, Class AM 5.892%, 2/12/49			175		190,565
Series 2007-LDPX, Class A1A 5.439%, 1/15/49			594		653,251
Series 2008-C2, Class A1A 5.998%, 2/12/51			272		303,641

16

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Series 2010-C2, Class A1 2.749%, 11/15/43(b)		U.S.$	311	$	318,383
JPMorgan Chase Commercial Mortgage Securities Trust Series 2007-LD12, Class AM 6.218%, 2/15/51			280		314,116
LB-UBS Commercial Mortgage Trust Series 2006-C1, Class A4 5.156%, 2/15/31			620		652,183
LSTAR Commercial Mortgage Trust Series 2014-2, Class A2 2.767%, 1/20/41(b)			188		190,056
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			320		346,733
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			609		657,575
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25(b)			480		480,545
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			86		85,846
Series 2012-C4, Class A5 2.85%, 12/10/45			168		164,881
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46			456		460,362
Series 2014-C20, Class A2 3.036%, 5/15/47			206		214,341
					10,228,456
NON-AGENCY FLOATING RATE CMBS–0.5%
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.054%, 6/11/27(b)(d)			208		208,392
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.851%, 12/05/31(b)(d)			250		249,872
GS Mortgage Securities Corp. II Series 2013-KYO, Class A 1.001%, 11/08/29(b)(d)			505		508,777
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.071%, 6/15/29(b)(d)			339		339,000
PFP III 2014-1 Ltd. Series 2014-1, Class A 1.322%, 6/14/31(b)(d)		U.S.$	470	$	470,966
					1,777,007
NON-AGENCY ARMS–0.0%
Commercial Mortgage Trust Series 2014-SAVA, Class A 1.00%, 6/15/16			191		191,240
Total Commercial Mortgage-Backed Securities (cost $12,247,153)					12,196,703
AGENCIES–1.1%
AGENCY DEBENTURES–1.1%
Federal National Mortgage Association 6.25%, 5/15/29			740		993,786
6.625%, 11/15/30			2,277		3,233,656
Total Agencies (cost $3,576,641)					4,227,442
CORPORATES–NON-INVESTMENT GRADES–1.0%
FINANCIAL INSTITUTIONS–0.6%
BANKING–0.5%
ABN AMRO Bank NV 4.31%, 3/10/16(e)		EUR	90		125,702
Barclays Bank PLC 7.625%, 11/21/22		U.S.$	239		272,818
7.75%, 4/10/23			305		339,465
Citigroup, Inc. 5.95%, 1/30/23(e)			278		280,780
Credit Agricole SA 7.875%, 1/23/24(b)(e)			205		224,988
HBOS Capital Funding LP 4.939%, 5/23/16(e)		EUR	298		404,787
LBG Capital No.1 PLC 8.00%, 6/15/20(b)(e)		U.S.$	94		103,964
Societe Generale SA 4.196%, 1/26/15(e)		EUR	102		140,297
5.922%, 4/05/17(b)(e)		U.S.$	100		106,750
					1,999,551
FINANCE–0.1%
Aviation Capital Group Corp. 7.125%, 10/15/20(b)		U.S.$	173		199,593
					2,199,144
INDUSTRIAL–0.4%
BASIC–0.0%
NOVA Chemicals Corp. 5.25%, 8/01/23(b)			125		136,563
COMMUNICATIONS– TELECOMMUNICATIONS–0.2%
Sirius XM Radio, Inc. 4.625%, 5/15/23(b)			215		205,862

17

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

	Principal Amount (000)			U.S. $ Value
Sprint Corp. 7.875%, 9/15/23(b)		U.S.$	205	$	228,062
T-Mobile USA, Inc. 6.625%, 4/01/23			195		211,575
Telecom Italia Capital SA 6.00%, 9/30/34			65		65,163
					710,662
CONSUMER CYCLICAL–AUTOMOTIVE–0.0%
Dana Holding Corp. 6.00%, 9/15/23			76		80,560
CONSUMER CYCLICAL–OTHER–0.1%
MCE Finance Ltd. 5.00%, 2/15/21(b)			210		212,100
ENERGY–0.0%
Cimarex Energy Co. 4.375%, 6/01/24			97		98,819
SM Energy Co. 6.50%, 1/01/23			14		15,155
					113,974
TECHNOLOGY–0.1%
Numericable Group SA 5.375%, 5/15/22(b)		EUR	195		283,368
					1,537,227
NON CORPORATE SECTORS–0.0%
AGENCIES–GOVERNMENT GUARANTEED–0.0%
Bank of Ireland Series MPLE 2.062%, 9/22/15(d)		CAD	185		166,874
UTILITY–0.0%
NATURAL GAS–0.0%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24		U.S.$	129		136,256
Total Corporates–Non-Investment Grades (cost $3,670,860)					4,039,501
QUASI-SOVEREIGNS – 0.9%
QUASI-SOVEREIGN BONDS–0.9%
CHILE–0.1%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(b)			340		359,082
CHINA–0.1%
Sinopec Group Overseas Development 2013 Ltd. 4.375%, 10/17/23(b)			480		497,708
INDONESIA–0.1%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(b)			250		262,500
KAZAKHSTAN–0.1%
KazMunayGas National Co. JSC 7.00%, 5/05/20(b)		U.S.$	251	$	285,513
MALAYSIA–0.2%
Petronas Capital Ltd. 5.25%, 8/12/19(b)			460		522,585
MEXICO–0.1%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			350		361,518
SOUTH KOREA–0.1%
Korea National Oil Corp. 3.125%, 4/03/17(b)			485		504,777
UNITED ARAB EMIRATES–0.1%
IPIC GMTN Ltd. 3.75%, 3/01/17(b)			465		494,062
Total Quasi-Sovereigns (cost $3,064,812)					3,287,745
COLLATERALIZED MORTGAGE OBLIGATIONS–0.7%
NON-AGENCY FIXED RATE–0.2%
Alternative Loan Trust Series 2006-J1, Class 1A13 5.50%, 2/25/36			147		133,094
CHL Mortgage Pass-Through Trust Series 2006-13, Class 1A18 6.25%, 9/25/36			204		190,495
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.53%, 5/25/35			32		31,706
Countrywide Home Loan Mortgage Pass-Through Trust Series 2007-HYB2, Class 3A1 2.646%, 2/25/47			316		263,710
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36			271		230,040
					849,045
NON-AGENCY FLOATING RATE–0.3%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.342%, 12/25/36(d)			426		263,870
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.402%, 3/25/35(d)			222		190,613

18

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
IndyMac Index Mortgage Loan Trust Series 2006-AR15, Class A1 0.272%, 7/25/36(d)		U.S.$	316	$	245,995
Series 2006-AR27, Class 2A2 0.352%, 10/25/36(d)			332		286,680
					987,158
GSE RISK SHARE FLOATING RATE–0.2%
Fannie Mae Connecticut Avenue Securities Series 2014-C01, Class M2 4.552%, 1/25/24(d)			163		185,456
Structured Agency Credit Risk Debt Notes
Series 2013-DN2, Class M2
4.402%, 11/25/23(d)			340		377,528
Series 2014-DN1, Class M3
4.652%, 2/25/24(d)			340		389,652
					952,636
Total Collateralized Mortgage Obligations (cost $3,009,111)					2,788,839
INFLATION-LINKED SECURITIES–0.7%
UNITED STATES–0.7%
U.S. Treasury Inflation Index 0.125%, 4/15/19 (TIPS) (cost $2,807,578)			2,736		2,817,727
	Shares
PREFERRED STOCKS–0.2%
FINANCIAL INSTITUTIONS–0.2%
BANKING–0.1%
Morgan Stanley 7.125%			15,000		418,050
State Street Corp. Series D 5.90%			3,175		83,185
					501,235
INSURANCE–0.1%
Allstate Corp. (The) 5.10%			9,175		230,568
Total Preferred Stocks (cost $699,531)					731,803
	Principal Amount (000)
GOVERNMENTS– SOVEREIGN BONDS–0.2%
QATAR–0.1%
Qatar Government International Bond 4.50%, 1/20/22(b)		U.S.$	270		296,676
TURKEY–0.1%
Turkey Government International Bond 4.875%, 4/16/43		U.S.$	275	$	258,242
Total Governments–Sovereign Bonds (cost $539,620)					554,918
EMERGING MARKETS– CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
COMMUNICATIONS– TELECOMMUNICATIONS–0.1%
Comcel Trust 6.875%, 2/06/24(b)			200		216,000
CONSUMER NON-CYCLICAL–0.0%
Marfrig Overseas Ltd. 9.50%, 5/04/20(b)			195		209,625
ENERGY–0.0%
Pacific Rubiales Energy Corp. 5.125%, 3/28/23(b)			100		99,039
Total Emerging Markets–Corporate Bonds (cost $491,134)					524,664
LOCAL GOVERNMENTS– MUNICIPAL BONDS–0.1%
UNITED STATES–0.1%
California GO 7.625%, 3/01/40 (cost $350,600)			345		508,958
GOVERNMENTS–SOVEREIGN AGENCIES–0.0%
COLOMBIA–0.0%
Ecopetrol SA 5.875%, 5/28/45 (cost $93,376)			94		97,221
	Shares
WARRANTS–0.0%
EQUITY: OTHER–0.0%
DIVERSIFIED/SPECIALTY–0.0%
Sun Hung Kai Properties Ltd., expiring 4/22/16(a)(c)			2,892		3,776
FINANCIALS–0.0%
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.0%
Emaar Properties PJSC, Merrill Lynch Intl & Co., expiring 10/01/15(a)			39,276		89,937
Total Warrants (cost $48,677)					93,713

19

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

	Principal Amount (000)						U.S. $ Value
SHORT-TERM INVESTMENTS–6.4%
TIME DEPOSIT–2.9%
State Street Time Deposit 0.01%, 7/01/14 (cost $11,310,658)		U.S.$		11,311			$	11,310,658
AGENCY DISCOUNT NOTE–2.5%
Federal Home Loan Bank Zero Coupon, 7/16/14 (cost $9,499,763)				9,500				9,499,763
GOVERNMENTS– TREASURIES–1.0%
Japan Treasury Discount Bill Series 448 Zero Coupon, 7/28/14 (cost $3,922,230)		JPY		400,000				3,948,364
Total Short-Term Investments (cost $24,732,651)								24,758,784
Total Investments Before Security Lending Collateral for Securities Loaned–103.3% (cost $342,351,682)								402,272,361
Company	Shares				U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.1%
INVESTMENT COMPANIES–1.1%
AllianceBernstein Exchange Reserves–Class I, 0.07%(g) (cost $4,201,359)			4,201,359		$	4,201,359
TOTAL INVESTMENTS–104.4% (cost $346,553,041)						406,473,720
Other assets less liabilities–(4.4)%						(17,247,434	)
NET ASSETS–100.0%					$	389,226,286

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. Long Bond (CBT) Futures		4		September 2014	$	544,693	$	548,750	$	4,057
U.S. T-Note 5 Yr (CBT) Futures		47		September 2014		5,604,200		5,614,664		10,464
Sold Contracts
U.S. T-Note 2 Yr (CBT) Futures		16		September 2014		3,512,024		3,513,500		(1,476	)
U.S. T-Note 10 Yr (CBT) Futures		41		September 2014		5,115,761		5,132,047		(16,286	)
									$	(3,241	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	JPY	114,528	USD	1,126		8/14/14	$	(4,646	)
Barclays Bank PLC	USD	1,084	EUR	795		8/14/14		4,342
Barclays Bank PLC	USD	454	JPY	46,258		8/14/14		2,801
BNP Paribas SA	CAD	942	USD	860		7/11/14		(22,259	)
BNP Paribas SA	AUD	1,112	USD	1,023		8/14/14		(22,414	)
BNP Paribas SA	JPY	502,634	USD	4,935		8/14/14		(28,522	)
BNP Paribas SA	USD	746	AUD	813		8/14/14		17,830

20

AllianceBernstein Variable Products Series Fund

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	USD	948	SEK	6,228		8/14/14	$	(15,881	)
Citibank, NA	USD	389	CHF	345		8/14/14		(107	)
Citibank, NA	USD	518	NOK	3,122		8/14/14		(9,945	)
Citibank, NA	AUD	611	USD	568		9/17/14		(4,754	)
Credit Suisse International	NOK	3,493	USD	568		8/14/14		(724	)
Credit Suisse International	RUB	8,763	USD	244		8/14/14		(11,684	)
Credit Suisse International	USD	758	NOK	4,458		8/14/14		(32,343	)
Credit Suisse International	USD	113	RUB	3,987		8/14/14		2,880
Credit Suisse International	GBP	267	USD	447		9/17/14		(9,564	)
Deutsche Bank AG	EUR	267	USD	366		8/14/14		558
Goldman Sachs Bank USA	BRL	3,157	USD	1,433		7/02/14		4,541
Goldman Sachs Bank USA	USD	1,418	BRL	3,157		7/02/14		11,106
Goldman Sachs Bank USA	BRL	1,416	USD	634		8/04/14		(583	)
Goldman Sachs Bank USA	USD	888	EUR	643		8/14/14		(7,121	)
Goldman Sachs Bank USA	USD	1,147	NZD	1,319		8/14/14		3,354
HSBC Bank USA	JPY	400,000	USD	3,920		7/28/14		(29,648	)
HSBC Bank USA	GBP	304	USD	509		8/14/14		(11,352	)
HSBC Bank USA	HKD	6,426	USD	829		8/14/14		389
HSBC Bank USA	USD	808	AUD	869		8/14/14		8,781
HSBC Bank USA	USD	892	GBP	525		8/14/14		6,666
HSBC Bank USA	AUD	701	USD	642		9/17/14		(14,965	)
JPMorgan Chase Bank, NA	USD	773	SEK	5,144		9/17/14		(3,638	)
Morgan Stanley & Co., Inc.	JPY	41,648	USD	409		8/14/14		(2,218	)
Morgan Stanley & Co., Inc.	USD	1,166	CHF	1,039		8/14/14		6,543
Morgan Stanley & Co., Inc.	USD	485	JPY	49,346		9/17/14		2,206
Royal Bank of Scotland PLC	NZD	3,924	USD	3,390		8/07/14		(34,376	)
Royal Bank of Scotland PLC	USD	1,267	GBP	754		8/14/14		22,667
Standard Chartered Bank	CNY	3,911	USD	632		8/14/14		(2,273	)
Standard Chartered Bank	HKD	9,784	USD	1,262		8/14/14		572
State Street Bank & Trust Co.	USD	159	BRL	362		7/02/14		4,453
State Street Bank & Trust Co.	CAD	272	USD	250		7/11/14		(4,383	)
State Street Bank & Trust Co.	EUR	875	USD	1,192		7/11/14		(6,491	)
State Street Bank & Trust Co.	USD	91	CAD	99		7/11/14		1,559
State Street Bank & Trust Co.	USD	20	EUR	15		7/11/14		93
State Street Bank & Trust Co.	USD	94	NZD	108		8/07/14		46
State Street Bank & Trust Co.	AUD	69	USD	64		8/14/14		(1,320	)
State Street Bank & Trust Co.	CHF	1557	USD	1,797		8/14/14		18,125
State Street Bank & Trust Co.	CHF	57	USD	64		8/14/14		(365	)
State Street Bank & Trust Co.	EUR	649	USD	884		8/14/14		(4,588	)
State Street Bank & Trust Co.	GBP	1,244	USD	2,097		8/14/14		(31,480	)
State Street Bank & Trust Co.	HKD	2,281	USD	294		8/14/14		109
State Street Bank & Trust Co.	JPY	23,922	USD	232		8/14/14		(4,156	)
State Street Bank & Trust Co.	NOK	381	USD	64		8/14/14		1,828
State Street Bank & Trust Co.	SEK	423	USD	64		8/14/14		828
State Street Bank & Trust Co.	SGD	80	USD	64		8/14/14		(266	)
State Street Bank & Trust Co.	USD	673	AUD	726		8/14/14		9,231
State Street Bank & Trust Co.	USD	1,092	CHF	966		8/14/14		(2,616	)
State Street Bank & Trust Co.	USD	1,786	EUR	1,294		8/14/14		(14,333	)
State Street Bank & Trust Co.	USD	447	GBP	266		8/14/14		8,180
State Street Bank & Trust Co.	USD	263	NOK	1,562		8/14/14		(9,068	)

21

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

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
State Street Bank & Trust Co.	USD	156	SEK	1,050		8/14/14	$	1,223
State Street Bank & Trust Co.	USD	1,568	SEK	10,201		8/14/14		(42,287	)
State Street Bank & Trust Co.	USD	411	SGD	513		8/14/14		752
State Street Bank & Trust Co.	GBP	177	USD	301		8/21/14		(2,441	)
State Street Bank & Trust Co.	CAD	343	USD	315		9/17/14		(5,905	)
State Street Bank & Trust Co.	EUR	425	USD	576		9/17/14		(6,462	)
State Street Bank & Trust Co.	USD	189	NZD	224		9/17/14		5,750
State Street Bank & Trust Co.	USD	173	SEK	1,158		9/17/14		573
UBS AG	BRL	3,519	USD	1,547		7/02/14		(45,513	)
UBS AG	USD	1,598	BRL	3,519		7/02/14		(5,062	)
UBS AG	USD	406	JPY	41,037		8/14/14		(546	)
UBS AG	USD	1,114	NOK	6,685		9/17/14		(27,440	)
							$	(335,753	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/ (Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		2.71	%	$	2,871	$	(267,715	)	$	(164,277	)
CDX-NAIG Series 22, 5 Year Index, 6/20/19*		(1.00	)		0.58			4,100		(82,608	)		(24,957	)
									$	(350,323	)	$	(189,234	)

* Termination date

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund		Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)	AUD	5,830		5/08/17		3 Month BBSW		3.03	%	$	26,407

22

AllianceBernstein Variable Products Series Fund

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2014			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
BNP Paribas SA:
Anadarko Petroleum Corp. 5.95%, 9/15/16, 9/20/17*		1.00	%		0.20	%	$	530	$	13,893		$	(11,566	)	$	25,459
Credit Suisse International:
Kohl’s Corp., 6.25%, 12/15/2017, 6/20/2019*		1.00			1.14			142		(1,078	)		(1,907	)		829
									$	12,815		$	(13,473	)	$	26,288

* Termination date

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	1,970		1/30/17		1.059	%		3 Month LIBOR	$	(19,991	)
JPMorgan Chase Bank, NA		2,200		2/07/22		2.043	%		3 Month LIBOR		20,511
										$	520

23

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

(a) Non-income producing security.

(b) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2014, the aggregate market value of these securities amounted to $28,395,240 or 7.3% of net assets.

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

(d) Floating Rate Security. Stated interest rate was in effect at June 30, 2014.

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

(f) Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at June 30, 2014.

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

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

NZD—New Zealand Dollar

RUB—Russian Ruble

SEK—Swedish Krona

SGD—Singapore Dollar

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

ADR—American Depositary Receipt

ARMs—Adjustable Rate Mortgages

BBSW—Bank Bill Swap Reference Rate (Australia)

CBT—Chicago Board of Trade

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

GDR—Global Depositary Receipt

GO—General Obligation

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

JSC—Joint Stock Company

LIBOR—London Interbank Offered Rates

NVDR—Non Voting Depositary Receipt

OJSC—Open Joint Stock Company

PJSC—Public Joint Stock Company

REG—Registered Shares

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

24

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $342,351,682)	$	402,272,361	(a)
Affiliated issuers (cost $4,201,359—investment of cash collateral for securities loaned)		4,201,359
Due from broker		198,468	(b)
Foreign currencies, at value (cost $725,719)		729,757
Receivable for investment securities sold and foreign currency transactions		3,954,697
Interest and dividends receivable		1,479,772
Receivable for capital stock sold		961,850
Unrealized appreciation on forward currency exchange contracts		147,986
Unrealized appreciation on credit default swaps		26,288
Unrealized appreciation on interest rate swaps		20,511
Receivable for variation margin on centrally cleared credit default swaps		2,025
Receivable for variation margin on centrally cleared interest rate swaps		1,140
Receivable for variation margin on futures		727
Total assets		413,996,941
LIABILITIES
Due to custodian		2,029
Payable for investment securities purchased and foreign currency transactions		19,383,057
Payable for collateral received on securities loaned		4,201,359
Unrealized depreciation on forward currency exchange contracts		483,739
Payable for capital stock redeemed		282,041
Advisory fee payable		169,934
Distribution fee payable		69,441
Administrative fee payable		29,630
Unrealized depreciation on interest rate swaps		19,991
Upfront premium received on credit default swaps		13,473
Transfer Agent fee payable		211
Accrued expenses and other liabilities		115,750
Total liabilities		24,770,655
NET ASSETS	$	389,226,286
COMPOSITION OF NET ASSETS
Capital stock, at par	$	26,933
Additional paid-in capital		243,998,743
Undistributed net investment income		12,714,132
Accumulated net realized gain on investment and foreign currency transactions		73,040,424
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		59,446,054
	$	389,226,286

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	39,310,518		2,694,619	$	14.59
B	$	349,915,768		24,237,902	$	14.44

(a) Includes securities on loan with a value of $4,040,965 (see Note E).

(b) Represents amount on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

25

BALANCED WEALTH STRATEGY PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $154,438)	$	3,788,414
Affiliated issuers		940
Interest		2,402,211
Securities lending income		33,805
Consent fee income		525
		6,225,895
EXPENSES
Advisory fee (see Note B)		1,054,868
Distribution fee—Class B		430,441
Transfer agency—Class A		438
Transfer agency—Class B		3,839
Custodian		140,178
Printing		37,637
Administrative		28,194
Audit		27,877
Legal		21,490
Directors’ fees		2,255
Miscellaneous		20,088
Total expenses		1,767,305
Net investment income		4,458,590
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		20,571,601	(a)
Futures		17,566
Swaps		(70,239	)
Foreign currency transactions		16,356
Net change in unrealized appreciation/depreciation of:
Investments		(2,482,177	)(b)
Futures		(17,903	)
Swaps		(105,474	)
Foreign currency denominated assets and liabilities		(617,641	)
Net gain on investment and foreign currency transactions		17,312,089
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	21,770,679

(a) Net of foreign capital gains taxes of $134.

(b) Net of increase in accrued foreign capital gains taxes of $8,289.

See notes to financial statements.

26

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

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	4,458,590		$	8,174,070
Net realized gain on investment and foreign currency transactions		20,535,284			69,320,025
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(3,223,195	)		3,853,752
Net increase in net assets from operations		21,770,679			81,347,847
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,021,098	)
Class B		–0	–		(11,602,037	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(25,121,120	)		(226,090,311	)
Total decrease		(3,350,441	)		(157,365,599	)
NET ASSETS
Beginning of period		392,576,727			549,942,326
End of period (including undistributed net investment income of $12,714,132 and $8,255,542, respectively)	$	389,226,286		$	392,576,727

See notes to financial statements.

27

BALANCED WEALTH STRATEGY PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

28

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

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

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

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

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

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

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

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

29

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer.

Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	25,263,350		$	12,385,896		$	–0	–	$	37,649,246
Consumer Discretionary		26,372,397			10,147,096			–0	–		36,519,493
Information Technology		28,957,547			3,363,475			–0	–		32,321,022
Health Care		23,510,251			5,145,640			–0	–		28,655,891
Industrials		14,097,328			11,311,685			–0	–		25,409,013
Consumer Staples		11,893,744			6,740,769			–0	–		18,634,513
Energy		12,689,526			2,166,572			–0	–		14,856,098
Equity: Other		6,165,136			7,680,658			–0	–		13,845,794
Retail		4,785,475			2,712,609			–0	–		7,498,084
Materials		3,286,704			3,402,176			–0	–		6,688,880
Residential		3,397,769			3,031,096			–0	–		6,428,865
Telecommunication Services		1,995,072			2,872,045			–0	–		4,867,117
Office		3,036,175			1,588,850			–0	–		4,625,025
Utilities		3,686,139			916,331			–0	–		4,602,470
Lodging		2,987,337			227,992			–0	–		3,215,329
Funds and Investment Trusts		346,703			–0	–		–0	–		346,703
Mortgage		292,056			–0	–		–0	–		292,056
Corporates—Investment Grades		–0	–		35,935,623			–0	–		35,935,623
Mortgage Pass-Throughs		–0	–		25,303,248			–0	–		25,303,248
Governments—Treasuries		–0	–		19,578,989			–0	–		19,578,989
Asset-Backed Securities		–0	–		15,399,383			2,971,501			18,370,884
Commercial Mortgage-Backed Securities		–0	–		9,481,798			2,714,905			12,196,703
Agencies		–0	–		4,227,442			–0	–		4,227,442
Corporates—Non-Investment Grades		–0	–		4,039,501			–0	–		4,039,501
Quasi-Sovereigns		–0	–		3,287,745			–0	–		3,287,745
Collateralized Mortgage Obligations		–0	–		–0	–		2,788,839			2,788,839
Inflation-Linked Securities		–0	–		2,817,727			–0	–		2,817,727
Preferred Stocks		731,803			–0	–		–0	–		731,803
Governments—Sovereign Bonds		–0	–		554,918			–0	–		554,918
Emerging Markets—Corporate Bonds		–0	–		524,664			–0	–		524,664
Local Governments—Municipal Bonds		–0	–		508,958			–0	–		508,958
Governments—Sovereign Agencies		–0	–		97,221			–0	–		97,221
Warrants		3,776			89,937			–0	–		93,713
Short-Term Investments		–0	–		24,758,784			–0	–		24,758,784
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		4,201,359			–0	–		–0	–		4,201,359
Total Investments in Securities		177,699,647			220,298,828			8,475,245			406,473,720

30

AllianceBernstein Variable Products Series Fund

Level 1

Level 2

Level 3

Total

Other Financial Instruments*:

Assets:

Futures

$

14,521

$

–0

–

$

–0

–

$

14,521

#

Forward Currency Exchange Contracts

–0

–

147,986

–0

–

147,986

Centrally Cleared Interest Rate Swaps

–0

–

26,407

–0

–

26,407

#

Credit Default Swaps

–0

–

26,288

–0

–

26,288

Interest Rate Swaps

–0

–

20,511

–0

–

20,511

Liabilities:

Futures

(17,762

)

–0

–

–0

–

(17,762

)#

Forward Currency Exchange Contracts

–0

–

(483,739

)

–0

–

(483,739

)

Centrally Cleared Credit Default Swaps

–0

–

(189,234

)

–0

–

(189,234

)#

Interest Rate Swaps

–0

–

(19,991

)

–0

–

(19,991

)

Total+

$

177,696,406

$

219,827,056

$

8,475,245

$

405,998,707

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

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

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

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

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

	Asset- Backed Securities			Commercial Mortgage- Backed Securities			Collateralized Mortgage Obligations
Balance as of 12/31/13	$	2,233,195		$	845,923		$	1,527,063
Accrued discounts/(premiums)		3,226			(2,008	)		8,268
Realized gain (loss)		6,408			(4,609	)		4,536
Change in unrealized appreciation/depreciation		14,576			10,618			151,709
Purchases		1,487,878			1,905,506			1,171,775
Sales		(773,782	)		(40,525	)		(74,512	)
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/14	$	2,971,501		$	2,714,905		$	2,788,839
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/14*	$	14,711		$	10,618		$	151,741
	Total
Balance as of 12/31/13	$	4,606,181
Accrued discounts/(premiums)		9,486
Realized gain (loss)		6,335
Change in unrealized appreciation/depreciation		176,903
Purchases		4,565,159
Sales		(888,819	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		–0	–
Balance as of 6/30/14	$	8,475,245
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/14*	$	177,070

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

31

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

The following presents information about significant unobservable inputs related to the Portfolio with material categories of Level 3 investments at June 30, 2014:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value at 6/30/14	Valuation Technique	Unobservable Input	Range/ Weighted Average
Asset-Backed Securities	$2,971,501	Third Party Vendor	Evaluated Quotes	$70.27-$100.67/ $96.83
Commercial Mortgage-Backed Securities	$2,315,273	Third Party Vendor	Evaluated Quotes	$103.72-$112.61/ $111.08
	$399,632	Qualitative Assessment	Transaction Price	$100.00/$100.00
Collateralized Mortgage Obligations	$2,788,839	Third Party Vendor	Evaluated Quotes	$61.94-$114.60/ $92.80

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

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

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

3. Currency Translation

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

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

4. Taxes

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

32

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 proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

8. Repurchase Agreements

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .75% and 1.00% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2014, 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, 2014, the reimbursement for such services amounted to $28,194.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $134,417, of which $185 and $75, 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, 2014.

NOTE C: Distribution Plan

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

33

BALANCED WEALTH STRATEGY 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, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	95,271,732	$	115,545,594
U.S. government securities		125,060,965		129,399,756

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

Gross unrealized appreciation	$	62,883,116
Gross unrealized depreciation		(2,962,437	)
Net unrealized appreciation	$	59,920,679

1. Derivative Financial Instruments

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

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

• Futures

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

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

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

34

AllianceBernstein Variable Products Series Fund

During the six months ended June 30, 2014, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2014, the Portfolio held forward currency exchange contracts for hedging purposes.

• Swaps

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

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

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

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such

35

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

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 counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded swaps is generally less than privately negotiated swaps, since the clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

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

During the six months ended June 30, 2014, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

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, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

36

AllianceBernstein Variable Products Series Fund

At June 30, 2014, the Portfolio had Sale Contracts outstanding with a Maximum Payout Amount of $671,784, with net unrealized appreciation of $26,288, and a term of less than 5 years, as reflected in the portfolio of investments.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

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

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

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. As of June 30, 2014, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $343,301. If a trigger event had occurred at June 30, 2014, for those derivatives in a net liability position, an amount of $343,301 would be required to be posted by the Portfolio.

At June 30, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	14,521	*	Receivable/Payable for variation margin on futures	$	17,762	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		147,986		Unrealized depreciation on forward currency exchange contracts		483,739
Interest rate contracts	Unrealized appreciation on interest rate swaps		20,511		Unrealized depreciation on interest rate swaps		19,991
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared interest rate swaps		26,407	*
Credit contracts	Unrealized appreciation on credit default swaps		26,288
Credit contracts					Receivable/Payable for variation margin on centrally cleared credit default swaps		189,234	*
Total		$	235,713			$	710,726

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

37

BALANCED WEALTH STRATEGY 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, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	14,148		$	(3,241	)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		3,418			(14,662	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(28,037	)		(623,621	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(27,909	)		(54,979	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(42,330	)		(50,495	)
Total		$	(80,710	)	$	(746,998	)

The following table represents the volume of the Portfolio’s derivative transactions during the six month ended June 30, 2014:

Futures:
Average original value of buy contracts	$	2,499,556
Average original value of sale contracts	$	4,132,430	(a)
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	22,938,732
Average principal amount of sale contracts	$	31,205,462
Interest Rate Swaps:
Average notional amount	$	4,170,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	5,461,543	(b)
Credit Default Swaps:
Average notional amount of sale contracts	$	570,510
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	5,810,286

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

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

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

38

AllianceBernstein Variable Products Series Fund

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2014:

Counterparty

Derivative Assets Subject to MA

Derivative Available for Offset

Cash Collateral Received

Securities Collateral Received

Net Amount of Derivatives Assets

Barclays Bank PLC

$

7,143

$

(4,646

)

$

–0

–

$

–0

–

$

2,497

BNP Paribas SA

31,723

(31,723

)

–0

–

–0

–

–0

–

Credit Suisse International

2,880

(2,880

)

–0

–

–0

–

–0

–

Deutsche Bank AG

558

–0

–

–0

–

558

Goldman Sachs Bank USA

19,001

(7,704

)

–0

–

–0

–

11,297

HSBC Bank USA

15,836

(15,836

)

–0

–

–0

–

–0

–

JPMorgan Chase Bank, NA

20,511

(20,511

)

–0

–

–0

–

–0

–

Morgan Stanley & Co., Inc.

8,749

(2,218

)

–0

–

–0

–

6,531

Exchange-Traded Morgan Stanley & Co., LLC*

3,165

–0

–

–0

–

3,165

Exchange-Traded New Edge USA, LLC*

727

–0

–

–0

–

–0

–

727

Royal Bank of Scotland PLC

22,667

(22,667

)

–0

–

–0

–

–0

–

Standard Chartered Bank

572

(572

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

52,750

(52,750

)

–0

–

–0

–

–0

–

Total

$

186,282

$

(161,507

)

$

–0

–

$

–0

–

$

24,775

Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged			Securities Collateral Pledged			Net Amount of Derivatives Liabilities
Barclays Bank PLC	$	4,646	$	(4,646	)	$	–0	–	$	–0	–	$	–0	–
BNP Paribas SA		89,076		(31,723	)		–0	–		–0	–		57,353
Citibank, NA		14,806		–0	–		–0	–		–0	–		14,806
Credit Suisse International		55,393		(2,880	)		–0	–		–0	–		52,513
Goldman Sachs Bank USA		7,704		(7,704	)		–0	–		–0	–		–0	–
HSBC Bank USA		55,965		(15,836	)		–0	–		–0	–		40,129
JPMorgan Chase Bank, NA		23,629		(20,511	)		–0	–		–0	–		3,118
Morgan Stanley & Co., Inc.		2,218		(2,218	)		–0	–		–0	–		–0	–
Royal Bank of Scotland PLC		34,376		(22,667	)		–0	–		–0	–		11,709
Standard Chartered Bank		2,273		(572	)		–0	–		–0	–		1,701
State Street Bank & Trust Co.		136,161		(52,750	)		–0	–		–0	–		83,411
UBS AG		78,561		–0	–		–0	–		–0	–		78,561
Total	$	504,808	$	(161,507	)	$	–0	–	$	–0	–	$	343,301

* Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at June 30, 2014.

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

39

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

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, 2014, the Portfolio earned drop income of $257,801 which is included in interest income in the accompanying statement of operations.

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $4,040,965 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $4,201,359. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $33,805 and $940 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	2,813	$	24,648	$	23,260	$	4,201

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		9,542			80,998		$	134,390		$	1,056,312
Shares issued in reinvestment of dividends		–0	–		79,898			–0	–		1,021,098
Shares redeemed		(307,751	)		(616,652	)		(4,288,838	)		(7,969,589	)
Net decrease		(298,209	)		(455,756	)	$	(4,154,448	)	$	(5,892,179	)
Class B
Shares sold		961,228			4,378,738		$	13,403,704		$	56,132,152
Shares issued in reinvestment of dividends		–0	–		914,987			–0	–		11,602,037
Shares redeemed		(2,469,303	)		(21,843,744	)		(34,370,376	)		(287,932,321	)
Net decrease		(1,508,075	)		(16,550,019	)	$	(20,966,672	)	$	(220,198,132	)

40

AllianceBernstein Variable Products Series Fund

NOTE G: Risks Involved in Investing in the Portfolio

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

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

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

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

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

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	12,623,135	$	10,577,383
Total taxable distributions paid	$	12,623,135	$	10,577,383

41

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

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	12,697,868
Undistributed capital gains		54,486,946
Accumulated capital and other losses		–0	–(a)
Unrealized appreciation/(depreciation)		56,245,116	(b)
Total accumulated earnings/(deficit)	$	123,429,930

(a) During the fiscal year ended December 31, 2013, the Portfolio utilized $8,325,654 of capital loss carryforwards to offset current year net realized gains.

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

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

42

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,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$13.77			$12.12			$10.90			$11.48			$10.66			$8.63
Income From Investment Operations
Net investment income (a)		.18			.23			.22			.23			.23			.24
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.64			1.74			1.25			(.53	)		.88			1.89
Net increase (decrease) in net asset value from operations		.82			1.97			1.47			(.30	)		1.11			2.13
Less: Dividends
Dividends from net investment income		–0	–		(.32	)		(.25	)		(.28	)		(.29	)		(.10	)
Net asset value, end of period		$14.59			$13.77			$12.12			$10.90			$11.48			$10.66
Total Return
Total investment return based on net asset value (b)		5.96	%		16.49	%		13.63	%		(2.81	)%*		10.61	%*		24.88	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$39,310			$41,222			$41,801			$55,395			$68,914			$73,120
Ratio to average net assets of:
Expenses		.70	%^		.65	%		.65	%		.66	%		.68	%+		.69	%
Net investment income		2.55	%^		1.76	%		1.91	%		2.03	%		2.14	%+		2.66	%
Portfolio turnover rate **		58	%		117	%		90	%		94	%		101	%		85	%

See footnote summary on page 44.

43

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

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

	CLASS B
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$13.65			$12.01			$10.80			$11.38			$10.58			$8.58
Income From Investment Operations
Net investment income (a)		.16			.19			.19			.20			.20			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.63			1.74			1.24			(.53	)		.87			1.86
Net increase (decrease) in net asset value from operations		.79			1.93			1.43			(.33	)		1.07			2.08
Less: Dividends
Dividends from net investment income		–0	–		(.29	)		(.22	)		(.25	)		(.27	)		(.08	)
Net asset value, end of period		$14.44			$13.65			$12.01			$10.80			$11.38			$10.58
Total Return
Total investment return based on net asset value (b)		5.79	%		16.27	%		13.38	%		(3.06	)%*		10.30	%*		24.45	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$349,916			$351,355			$508,141			$483,047			$518,572			$458,669
Ratio to average net assets of:
Expenses		.95	%^		.90	%		.90	%		.91	%		.93	%+		.95	%
Net investment income		2.30	%^		1.49	%		1.67	%		1.78	%		1.89	%+		2.36	%
Portfolio turnover rate **		58	%		117	%		90	%		94	%		101	%		85	%

(a) Based on average shares outstanding.

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

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

^ Annualized.

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

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

See notes to financial statements.

44

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Net Assets 06/30/13 ($MM)		Advisory Fee Based on % of Average Daily Net Assets	Category
Balanced Wealth Strategy Portfolio	$	554.6	0.55% on 1st $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	Balanced

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $45,528 (0.008% of the Portfolio’s average daily net assets) for providing such services.

1 The information in the fee evaluation was completed on July 25, 2013 and discussed with the Board of Directors on August 6-8, 2013.

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.

45

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 current fiscal year. The agreement for such reimbursement is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. All share classes of the Portfolio were operating below their expense caps during the most recently completed fiscal year. Accordingly, the expense limitation was of no effect. Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

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

The Adviser manages The AllianceBernstein Portfolios—Balanced Wealth Strategy (“TAP—Balanced Wealth Strategy”), a retail mutual fund which has a substantially similar investment style as the Portfolio.⁵ The Adviser also manages

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.

46

AllianceBernstein Variable Products Series Fund

AllianceBernstein Global Risk Allocation Fund, Inc. (“Global Risk Allocation Fund, Inc.”), a retail mutual fund in the Balanced category. The advisory fee schedules of TAP – Balanced Wealth Strategy and Global Risk Allocation Fund, Inc. are shown in the table below.⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule
Balanced Wealth Strategy Portfolio	TAP—Balanced Wealth Strategy	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance
	Global Risk Allocation Fund, Inc.7	0.60% on first $200 million 0.50% on next $200 million 0.40% on the balance

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

Portfolio	ITM Mutual Fund	Fee
Balanced Wealth Strategy Portfolio	Alliance Global Balance Neutral8	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.⁹ Lipper’s analysis included the Portfolio’s contractual management fee¹⁰ estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”)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 There was no change to the advisory fee schedule of AllianceBernstein Global Risk Allocation Fund, Inc. since the retail mutual fund had already lower breakpoints than that of the NYAG related category.

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

8 This ITM is privately placed or institutional.

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

47

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

Portfolio	Contractual Management Fee12		Lipper EG Median (%)		Lipper EG Rank
Balanced Wealth Strategy Portfolio		0.550		0.550		6/13

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.¹³

Portfolio	Total Expense Ratio (%)14		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Balanced Wealth Strategy Portfolio		0.650		0.711		5/13		0.712		12/28

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

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

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

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

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

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship. 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, 2012, ABI received $1,266,577 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2011, the Adviser incurred distribution expenses in the amount of $2,982,355 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

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 waivers for expense caps that would effectively reduce the actual management fee.

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

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

48

AllianceBernstein Variable Products Series Fund

compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year.

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,385 from the Portfolio.¹⁵

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the 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.

15 The Fund (which includes the Portfolio and other series of the Fund) paid ABIS a flat fee of $18,000 in 2012.

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.

49

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

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

With assets under management of approximately $435 billion as of June 30, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3 and 5 year net performance returns and rankings¹⁹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended May 31, 2013.²¹

Portfolio	Portfolio Return (%)		Lipper PG Median (%)		Lipper PU Median (%)		Lipper PG Rank		Lipper PU Rank
Balanced Wealth Strategy Portfolio
1 year		18.20		18.15		18.29		6/13		15/28
3 year		10.18		10.76		11.10		9/11		19/26
5 year		3.26		5.08		5.27		8/11		20/24

Set forth below are the 1, 3 and 5 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2013.²²

	Periods Ending May 31, 2013 Annualized Net Performance (%)
	1 Year (%)		3 Year (%)		5 Year (%)		Since Inception (%)
Balanced Wealth Strategy Portfolio		18.20		10.18		3.26		5.25
60% S&P 500 Stock Index / 40% Barclays Capital U.S. Aggregate Bond Index		16.12		12.11		5.91		6.42
S&P 500 Stock Index		27.28		16.87		5.43		6.38
Barclays Capital U.S. Aggregate Bond Index		0.91		4.59		5.50		5.18
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: September 5, 2013

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

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

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

50

VPS-BW-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Dynamic Asset Allocation Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,042.60	$	4.25		0.84	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.63	$	4.21		0.84	%
Class B
Actual	$	1,000	$	1,041.90	$	5.52		1.09	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.39	$	5.46		1.09	%

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

1

DYNAMIC ASSET ALLOCATION PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
U.S. Treasury Bonds & Notes	$	92,904,717		21.0	%
SPDR S&P 500 ETF Trust		34,085,616		7.7
iShares Core MSCI Emerging Markets ETF		5,034,546		1.1
Vanguard REIT ETF		4,996,393		1.1
iShares MSCI EAFE ETF		2,744,167		0.6
Apple, Inc.		2,106,351		0.5
Vanguard Mid-Cap ETF		2,069,605		0.5
Vanguard Small-Cap ETF		1,941,850		0.4
Exxon Mobil Corp.		1,619,639		0.4
Google, Inc.		1,205,188		0.3
	$	148,708,072		33.6	%

PORTFOLIO BREAKDOWN^**

June 30, 2014 (unaudited)

ASSET CLASSES	CURRENT ALLOCATION
Equities
U.S. Large Cap		24.9	%
International Large Cap		26.3
U.S. Mid-Cap		4.5
U.S. Small-Cap		4.5
Emerging Market Equities		2.4
Real Estate Equities		3.0
Sub-total		65.6
Fixed Income
U.S. Bonds		30.9
Cash		3.5
Total		100.0	%

SECURITY TYPE BREAKDOWN^†

June 30, 2014 (unaudited)

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Common Stocks	$	126,246,930		29.0	%
Governments—Treasuries		92,904,717		21.4
Investment Companies		50,872,177		11.7
Rights		1,004		0.0
Warrants		761		0.0
Short-Term Investments		164,673,179		37.9
Total Investments	$	434,698,768		100.0	%

* Long-term investments.

** All data are as of June 30, 2014. The Portfolio breakdown is expressed as an approximate percentage of the Portfolio’s total investments inclusive of derivative exposure, based on the Adviser’s internal classification guidelines.

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

2

DYNAMIC ASSET ALLOCATION PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–28.5%
FINANCIALS–5.9%
BANK–2.7%
Aozora Bank Ltd.		6,000	$	19,727
Australia & New Zealand Banking Group Ltd.		12,253		385,289
Banco Bilbao Vizcaya Argentaria SA		25,822		329,112
Banco de Sabadell SA		15,417		52,622
Banco Espirito Santo SA(a)(b)		10,016		8,241
Banco Popular Espanol SA		7,493		50,056
Banco Santander SA		54,297		567,363
Bank Hapoalim BM		4,812		27,794
Bank Leumi Le-Israel BM(b)		6,125		23,873
Bank of America Corp.		39,195		602,427
Bank of East Asia Ltd.		9,600		39,802
Bank of Ireland(b)		104,450		35,247
Bank of Kyoto Ltd. (The)		2,000		18,201
Bank of Yokohama Ltd. (The)		5,000		28,795
Bankia SA(b)		22,531		43,680
Barclays PLC		73,537		267,879
BB&T Corp.		2,550		100,547
Bendigo and Adelaide Bank Ltd.		3,446		39,646
BNP Paribas SA		4,761		323,552
BOC Hong Kong Holdings Ltd.		10,000		28,971
CaixaBank SA		7,628		47,057
Chiba Bank Ltd. (The)		3,000		21,189
Citigroup, Inc.		11,129		524,176
Comerica, Inc.		650		32,604
Commerzbank AG(b)		4,351		68,194
Commonwealth Bank of Australia		7,198		548,977
Credit Agricole SA		4,188		59,130
Danske Bank A/S		2,928		82,770
DBS Group Holdings Ltd.		8,000		107,598
DnB ASA		4,364		79,736
Erste Group Bank AG		1,151		37,215
Fifth Third Bancorp		3,240		69,174
Fukuoka Financial Group, Inc.		4,000		19,320
Hang Seng Bank Ltd.		2,100		34,373
HSBC Holdings PLC		84,291		855,138
Huntington Bancshares, Inc./OH		3,015		28,763
Intesa Sanpaolo SpA		52,270		161,270
Joyo Bank Ltd. (The)		3,000		16,003
JPMorgan Chase & Co.		13,815		796,020
KBC Groep NV(b)		1,196		65,064
KeyCorp		3,275		46,931
Lloyds Banking Group PLC(b)		256,785		326,392
M&T Bank Corp.		465		57,683
Mitsubishi UFJ Financial Group, Inc.		56,900	$	349,293
Mizrahi Tefahot Bank Ltd.		973		12,579
Mizuho Financial Group, Inc.		102,500		210,689
National Australia Bank Ltd.		10,463		323,398
Natixis		9,006		57,800
Nordea Bank AB		12,659		178,466
Oversea-Chinese Banking Corp., Ltd.		12,000		92,041
PNC Financial Services Group, Inc. (The)		1,980		176,319
Raiffeisen Bank International AG		527		16,801
Regions Financial Corp.		5,025		53,366
Resona Holdings, Inc.		8,400		48,950
Royal Bank of Scotland Group PLC(b)		9,565		53,757
Seven Bank Ltd.		5,324		21,771
Shinsei Bank Ltd.(a)		12,000		27,028
Shizuoka Bank Ltd. (The)		4,000		43,268
Skandinaviska Enskilda Banken AB–Class A		4,967		66,298
Societe Generale SA		3,136		164,460
Standard Chartered PLC		10,809		220,937
Sumitomo Mitsui Financial Group, Inc.		5,700		239,154
Sumitomo Mitsui Trust Holdings, Inc.		15,000		68,557
SunTrust Banks, Inc.		1,940		77,716
Suruga Bank Ltd.		1,000		19,424
Svenska Handelsbanken AB–Class A		2,228		108,948
Swedbank AB–Class A		4,044		107,114
UniCredit SpA		19,853		165,998
Unione di Banche Italiane SCpA		5,202		44,951
United Overseas Bank Ltd.		6,000		108,496
US Bancorp/MN		6,665		288,728
Wells Fargo & Co.		17,625		926,370
Westpac Banking Corp.		13,859		443,296
Zions Bancorporation		630		18,566
				11,812,140
CAPITAL MARKETS–0.6%
3i Group PLC		4,278		29,400
Aberdeen Asset Management PLC		3,678		28,544
Affiliated Managers Group, Inc.(b)		207		42,518
Ameriprise Financial, Inc.		745		89,400
Bank of New York Mellon Corp. (The)		4,215		157,978
BlackRock, Inc.–Class A		477		152,449
Charles Schwab Corp. (The)		4,240		114,183
Credit Suisse Group AG(b)		6,750		191,966

3

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

Company	Shares		U.S. $ Value
Daiwa Securities Group, Inc.		7,000	$	60,650
Deutsche Bank AG (REG)		5,812		204,263
E*Trade Financial Corp.(b)		1,020		21,685
Franklin Resources, Inc.		1,470		85,025
Goldman Sachs Group, Inc. (The)		1,538		257,523
Hargreaves Lansdown PLC		1,481		31,355
ICAP PLC		4,211		27,359
Invesco Ltd.		1,580		59,645
Investec PLC		2,464		22,701
Julius Baer Group Ltd.(b)		1,220		50,263
Legg Mason, Inc.		360		18,472
Macquarie Group Ltd.		1,286		72,342
Mediobanca SpA(b)		3,505		34,901
Morgan Stanley		5,070		163,913
Nomura Holdings, Inc.		16,200		114,750
Northern Trust Corp.		810		52,010
Partners Group Holding AG		158		43,165
Schroders PLC		729		31,239
State Street Corp.		1,585		106,607
T Rowe Price Group, Inc.		975		82,300
UBS AG (REG)(b)		16,277		298,431
				2,645,037
CONSUMER FINANCE–0.2%
Acom Co., Ltd.(b)		6,200		29,529
AEON Financial Service Co., Ltd.		800		20,923
American Express Co.		3,410		323,507
Capital One Financial Corp.		2,113		174,534
Credit Saison Co., Ltd.		700		14,574
Discover Financial Services		1,760		109,085
Navient Corp.		1,600		28,336
				700,488
DIVERSIFIED FINANCIAL SERVICES–0.5%
ASX Ltd.		1,453		48,849
Berkshire Hathaway, Inc.–Class B(b)		6,630		839,093
CME Group, Inc./IL–Class A		1,150		81,592
Deutsche Boerse AG		862		66,835
Eurazeo SA		422		35,116
Exor SpA(a)		1,279		52,468
Friends Life Group Ltd.		6,320		34,079
Groupe Bruxelles Lambert SA		360		37,416
Hong Kong Exchanges and Clearing Ltd.		4,900		91,283
ING Groep NV(b)		17,105		240,026
Intercontinental Exchange, Inc.		416		78,582
Investment AB Kinnevik–Class B		2,015		85,856
Investor AB–Class B		1,705		63,888
Japan Exchange Group, Inc.		900		22,182
Leucadia National Corp.		1,105	$	28,973
London Stock Exchange Group PLC		969		33,268
McGraw Hill Financial, Inc.		1,010		83,860
Mitsubishi UFJ Lease & Finance Co., Ltd.		3,500		20,119
Moody’s Corp.		695		60,924
NASDAQ OMX Group, Inc. (The)		410		15,834
ORIX Corp.		5,580		92,521
Pargesa Holding SA		255		22,888
Singapore Exchange Ltd.		3,000		16,733
Wendel SA		398		57,020
				2,209,405
INSURANCE–1.1%
ACE Ltd.		1,235		128,070
Admiral Group PLC		819		21,701
Aegon NV		6,317		55,106
Aflac, Inc.		1,705		106,136
Ageas		943		37,608
AIA Group Ltd.		53,781		270,576
Allianz SE		2,036		339,837
Allstate Corp. (The)		1,650		96,888
American International Group, Inc.		5,402		294,841
AMP Ltd.		13,149		65,730
Aon PLC		1,115		100,450
Assicurazioni Generali SpA		5,214		114,189
Assurant, Inc.		260		17,043
Aviva PLC		13,159		114,809
Chubb Corp. (The)		910		83,875
Cincinnati Financial Corp.		510		24,500
CNP Assurances		1,570		32,585
Dai-ichi Life Insurance Co., Ltd. (The)		3,800		56,630
Direct Line Insurance Group PLC		6,949		32,069
Genworth Financial, Inc.– Class A(b)		1,785		31,059
Gjensidige Forsikring ASA		1,479		26,523
Hannover Rueck SE		377		33,949
Hartford Financial Services Group, Inc. (The)		1,625		58,191
Insurance Australia Group Ltd.		10,333		56,914
Legal & General Group PLC		26,411		101,748
Lincoln National Corp.		940		48,354
Loews Corp.		1,090		47,971
Mapfre SA(a)		3,353		13,360
Marsh & McLennan Cos., Inc.		1,990		103,122
MetLife, Inc.		4,120		228,907
MS&AD Insurance Group Holdings, Inc.		2,300		55,588
Muenchener Rueckversicherungs AG		801		177,380

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
NKSJ Holdings, Inc.		1,000	$	26,945
Old Mutual PLC		21,822		73,747
Principal Financial Group, Inc.		990		49,975
Progressive Corp. (The)		1,995		50,593
Prudential Financial, Inc.		1,715		152,241
Prudential PLC		11,428		261,832
QBE Insurance Group Ltd.		5,358		54,878
RSA Insurance Group PLC		4,554		37,005
Sampo–Class A		2,010		101,610
SCOR SE		935		32,195
Sony Financial Holdings, Inc.		875		14,938
Standard Life PLC		10,591		67,756
Suncorp Group Ltd.		5,745		73,363
Swiss Life Holding AG(b)		249		59,023
Swiss Re AG(b)		1,573		139,867
T&D Holdings, Inc.		2,600		35,364
Tokio Marine Holdings, Inc.		3,100		102,033
Torchmark Corp.		335		27,443
Travelers Cos., Inc. (The)		1,330		125,113
Tryg A/S		42		4,244
UnipolSai SpA		4,035		12,962
Unum Group		920		31,979
Vienna Insurance Group AG Wiener Versicherung Gruppe		190		10,172
XL Group PLC		1,010		33,057
Zurich Insurance Group AG(b)		662		199,385
				4,753,429
REAL ESTATE INVESTMENT TRUSTS (REITS)–0.5%
American Tower Corp.		1,465		131,821
Apartment Investment & Management Co.– Class A		525		16,942
AvalonBay Communities, Inc.		445		63,275
Boston Properties, Inc.		550		64,999
British Land Co. PLC		4,209		50,574
CapitaMall Trust		14,000		22,191
CFS Retail Property Trust Group(a)		11,279		21,690
Crown Castle International Corp.		1,220		90,597
Dexus Property Group		23,282		24,367
Equity Residential		1,240		78,120
Essex Property Trust, Inc.		228		42,159
Fonciere Des Regions		329		35,688
Gecina SA		253		36,863
General Growth Properties, Inc.		1,944		45,801
Goodman Group(a)		5,915		28,161
GPT Group		6,698		24,257
Hammerson PLC		3,205	$	31,802
HCP, Inc.		1,630		67,449
Health Care REIT, Inc.		1,075		67,370
Host Hotels & Resorts, Inc.		2,750		60,527
ICADE		449		48,130
Intu Properties PLC		3,529		18,824
Japan Real Estate Investment Corp.		4		23,299
Japan Retail Fund Investment Corp.		8		17,998
Kimco Realty Corp.		1,480		34,010
Klepierre		695		35,413
Land Securities Group PLC		3,497		61,965
Link REIT (The)		6,000		32,303
Macerich Co. (The)		510		34,043
Mirvac Group		12,834		21,597
Nippon Building Fund, Inc.(a)		6		35,081
Nippon Prologis REIT, Inc.		5		11,661
Plum Creek Timber Co., Inc.		630		28,413
ProLogis, Inc.		1,820		74,784
Public Storage		530		90,815
Scentre Group(b)		33,578		101,321
Segro PLC		3,337		19,699
Simon Property Group, Inc.		1,166		193,882
Stockland(a)		6,911		25,277
Unibail-Rodamco SE		613		178,389
United Urban Investment Corp.		12		19,373
Ventas, Inc.		1,091		69,933
Vornado Realty Trust		635		67,774
Westfield Corp.		9,308		62,755
Weyerhaeuser Co.		2,140		70,813
				2,382,205
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%
Aeon Mall Co., Ltd.		700		18,457
CapitaLand Ltd.		11,000		28,249
CapitaMalls Asia Ltd.		21,164		39,887
CBRE Group, Inc.– Class A(b)		1,015		32,521
Cheung Kong Holdings Ltd.		6,000		106,372
City Developments Ltd.		3,000		24,646
Daito Trust Construction Co., Ltd.		300		35,277
Daiwa House Industry Co., Ltd.		3,000		62,192
Deutsche Wohnen AG		1,334		28,735
Global Logistic Properties Ltd.		14,661		31,774
Hang Lung Properties Ltd.		14,000		43,174
Henderson Land Development Co., Ltd.		4,840		28,358
Hulic Co., Ltd.		2,197		28,978
IMMOFINANZ AG(b)		4,285		15,138
Kerry Properties Ltd.		8,500		29,711
Lend Lease Group		3,450		42,650

5

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

Company	Shares		U.S. $ Value
Mitsubishi Estate Co., Ltd.		6,000	$	148,233
Mitsui Fudosan Co., Ltd.		4,000		134,997
New World Development Co., Ltd.		22,000		25,045
Nomura Real Estate Holdings, Inc.		800		15,153
NTT Urban Development Corp.		1,600		18,019
Sino Land Co., Ltd.		16,000		26,255
Sumitomo Realty & Development Co., Ltd.		2,000		85,913
Sun Hung Kai Properties Ltd.		7,000		96,144
Swire Pacific Ltd.–Class A		2,000		24,604
Swire Properties Ltd.		25,389		74,198
Tokyo Tatemono Co., Ltd.		3,000		27,787
Tokyu Fudosan Holdings Corp.		2,000		15,786
Wharf Holdings Ltd.		4,000		28,906
Wheelock & Co., Ltd.		6,000		25,241
				1,342,400
THRIFTS & MORTGAGE FINANCE–0.0%
Hudson City Bancorp, Inc.		1,730		17,006
People’s United Financial, Inc.		1,165		17,673
				34,679
				25,879,783
HEALTH CARE–3.4%
BIOTECHNOLOGY–0.4%
Actelion Ltd. (REG)(b)		608		76,954
Alexion Pharmaceuticals, Inc.(b)		730		114,063
Amgen, Inc.		2,803		331,791
Biogen Idec, Inc.(b)		865		272,743
Celgene Corp.(b)		3,080		264,511
CSL Ltd.		2,196		137,849
Gilead Sciences, Inc.(b)		5,630		466,783
Grifols SA		757		41,363
Regeneron Pharmaceuticals, Inc.(b)		290		81,916
Vertex Pharmaceuticals, Inc.(b)		857		81,141
				1,869,114
HEALTH CARE EQUIPMENT & SUPPLIES–0.4%
Abbott Laboratories		5,665		231,698
Baxter International, Inc.		1,980		143,154
Becton Dickinson and Co.		730		86,359
Boston Scientific Corp.(b)		4,860		62,062
CareFusion Corp.(b)		740		32,819
Coloplast A/S–Class B		496		44,881
Covidien PLC		1,675		151,052
CR Bard, Inc.		315		45,048
DENTSPLY International, Inc.		480	$	22,728
Edwards Lifesciences Corp.(b)		395		33,907
Essilor International SA		954		101,101
Getinge AB–Class B		2,013		52,711
Intuitive Surgical, Inc.(b)		155		63,829
Medtronic, Inc.		3,660		233,362
Olympus Corp.(b)		900		30,966
Smith & Nephew PLC		4,018		71,110
Sonova Holding AG		351		53,514
St Jude Medical, Inc.		1,065		73,751
Stryker Corp.		1,075		90,644
Sysmex Corp.		400		15,041
Terumo Corp.		1,400		31,364
Varian Medical Systems, Inc.(b)		395		32,840
William Demant Holding A/S(b)		158		14,348
Zimmer Holdings, Inc.		635		65,951
				1,784,240
HEALTH CARE PROVIDERS & SERVICES–0.4%
Aetna, Inc.		1,367		110,836
AmerisourceBergen Corp.–Class A		835		60,671
Cardinal Health, Inc.		1,245		85,357
CIGNA Corp.		1,015		93,349
DaVita HealthCare Partners, Inc.(b)		650		47,008
Express Scripts Holding Co.(b)		2,939		203,761
Fresenius Medical Care AG & Co. KGaA		961		64,657
Fresenius SE & Co. KGaA		558		83,218
Humana, Inc.		565		72,162
Laboratory Corp. of America Holdings(b)		325		33,280
McKesson Corp.		865		161,072
Medipal Holdings Corp.		1,500		21,267
Patterson Cos., Inc.		260		10,273
Quest Diagnostics, Inc.		500		29,345
Ramsay Health Care Ltd.		1,156		49,651
Ryman Healthcare Ltd.		1,663		12,449
Sonic Healthcare Ltd.		1,715		28,054
Suzuken Co., Ltd./Aichi Japan		600		22,351
Tenet Healthcare Corp.(b)		343		16,100
UnitedHealth Group, Inc.		3,685		301,249
WellPoint, Inc.		1,100		118,371
				1,624,481
HEALTH CARE TECHNOLOGY–0.0%
Cerner Corp.(b)		1,080		55,707
M3, Inc.		1,200		19,105
				74,812

6

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
LIFE SCIENCES TOOLS & SERVICES–0.1%
Agilent Technologies, Inc.		1,195	$	68,641
PerkinElmer, Inc.		405		18,970
QIAGEN NV(b)		2,306		55,771
Thermo Fisher Scientific, Inc.		1,485		175,230
Waters Corp.(b)		295		30,810
				349,422
PHARMACEUTICALS–2.1%
AbbVie, Inc.		5,845		329,892
Actavis PLC(b)		638		142,306
Allergan, Inc./United States		1,100		186,142
Astellas Pharma, Inc.		9,500		124,930
AstraZeneca PLC		5,591		415,957
Bayer AG		3,693		520,983
Bristol-Myers Squibb Co.		6,065		294,213
Chugai Pharmaceutical Co., Ltd.		1,000		28,197
Daiichi Sankyo Co., Ltd.		3,000		56,075
Dainippon Sumitomo Pharma Co., Ltd.		1,400		16,112
Eisai Co., Ltd.		1,100		46,162
Eli Lilly & Co.		3,615		224,745
Forest Laboratories, Inc.(b)		865		85,635
GlaxoSmithKline PLC		21,996		585,647
Hisamitsu Pharmaceutical Co., Inc.		300		13,415
Hospira, Inc.(b)		580		29,795
Johnson & Johnson		10,355		1,083,340
Kyowa Hakko Kirin Co., Ltd.		1,000		13,548
Merck & Co., Inc.		10,755		622,177
Merck KGaA		408		35,380
Mitsubishi Tanabe Pharma Corp.		1,000		14,969
Mylan, Inc./PA(b)		1,405		72,442
Novartis AG		10,271		930,125
Novo Nordisk A/S–Class B		8,890		410,300
Ono Pharmaceutical Co., Ltd.		400		35,144
Orion Oyj–Class B		465		17,332
Otsuka Holdings Co., Ltd.		1,619		50,205
Perrigo Co. PLC		522		76,087
Pfizer, Inc.		23,786		705,968
Roche Holding AG		3,137		934,690
Sanofi		5,321		565,566
Santen Pharmaceutical Co., Ltd.		500		28,167
Shionogi & Co., Ltd.		1,000		20,887
Shire PLC		2,646		207,560
Taisho Pharmaceutical Holdings Co., Ltd.		172		12,547
Takeda Pharmaceutical Co., Ltd.		3,500		162,445
Teva Pharmaceutical Industries Ltd.		3,794		199,310
UCB SA		579	$	48,985
Zoetis, Inc.		1,796		57,957
				9,405,337
				15,107,406
CONSUMER DISCRETIONARY–3.4%
AUTO COMPONENTS–0.2%
Aisin Seiki Co., Ltd.		900		35,825
BorgWarner, Inc.		830		54,108
Bridgestone Corp.		2,900		101,568
Cie Generale des Etablissements Michelin–Class B		815		97,313
Continental AG		499		115,374
Delphi Automotive PLC		1,041		71,558
Denso Corp.		2,200		105,095
GKN PLC		7,308		45,368
Goodyear Tire & Rubber Co. (The)		860		23,891
Johnson Controls, Inc.		2,480		123,827
NGK Spark Plug Co., Ltd.		1,000		28,234
NOK Corp.		700		14,075
Nokian Renkaat Oyj		503		19,611
Stanley Electric Co., Ltd.		500		13,045
Sumitomo Rubber Industries Ltd.		1,200		17,344
Toyota Industries Corp.		700		36,169
Valeo SA		339		45,485
Yokohama Rubber Co., Ltd. (The)		2,000		17,313
				965,203
AUTOMOBILES– 0.7%
Bayerische Motoren Werke AG		1,478		187,159
Daihatsu Motor Co., Ltd.		1,000		17,796
Daimler AG		4,296		401,309
Fiat SpA(b)		5,440		53,636
Ford Motor Co.		14,470		249,463
Fuji Heavy Industries Ltd.		3,000		83,186
General Motors Co.		4,766		173,006
Harley-Davidson, Inc.		800		55,880
Honda Motor Co., Ltd.		7,300		254,732
Isuzu Motors Ltd.		5,000		33,110
Mazda Motor Corp.		11,000		51,622
Mitsubishi Motors Corp.		2,400		26,521
Nissan Motor Co., Ltd.		11,100		105,111
Peugeot SA(b)		2,295		33,956
Porsche Automobil Holding SE (Preference Shares)		684		71,117
Renault SA		857		77,468
Suzuki Motor Corp.		1,600		50,195
Toyota Motor Corp.		12,300		736,433
Volkswagen AG		140		36,107
Volkswagen AG (Preference Shares)		734		192,247
Yamaha Motor Co., Ltd.		1,200		20,664
				2,910,718

7

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

Company	Shares		U.S. $ Value
DISTRIBUTORS–0.0%
Genuine Parts Co.		560	$	49,168
Jardine Cycle & Carriage Ltd.		1,000		35,540
				84,708
DIVERSIFIED CONSUMER SERVICES–0.0%
Benesse Holdings, Inc.		300		13,013
Graham Holdings Co.– Class B		61		43,805
Gree, Inc.(a)		682		5,980
H&R Block, Inc.		970		32,514
				95,312
HOTELS, RESTAURANTS & LEISURE–0.4%
Accor SA		750		38,982
Carnival Corp.		1,585		59,675
Carnival PLC		818		30,856
Chipotle Mexican Grill, Inc.–Class A(b)		144		85,321
Compass Group PLC		8,127		141,300
Crown Resorts Ltd.		2,537		36,161
Darden Restaurants, Inc.		470		21,747
Flight Centre Travel Group Ltd.(a)		471		19,737
Galaxy Entertainment Group Ltd.		8,911		70,991
Genting Singapore PLC		22,000		23,489
InterContinental Hotels Group PLC		1,228		50,804
Marriott International, Inc./DE–Class A		795		50,959
McDonald’s Corp.		3,680		370,723
McDonald’s Holdings Co. Japan Ltd.(a)		500		14,044
Oriental Land Co., Ltd./Japan		200		34,277
Sands China Ltd.		10,875		82,361
SJM Holdings Ltd.		13,014		32,535
Sodexo		292		31,419
Starbucks Corp.		2,760		213,569
Starwood Hotels & Resorts Worldwide, Inc.		695		56,170
Tatts Group Ltd.		6,512		20,077
TUI Travel PLC		2,386		16,243
Whitbread PLC		801		60,428
William Hill PLC		3,391		19,039
Wyndham Worldwide Corp.		450		34,074
Wynn Macau Ltd.		10,107		39,716
Wynn Resorts Ltd.		310		64,344
Yum! Brands, Inc.		1,645		133,574
				1,852,615
HOUSEHOLD DURABLES–0.2%
Casio Computer Co., Ltd.(a)		800	$	11,620
DR Horton, Inc.		1,005		24,703
Electrolux AB–Class B		2,430		61,325
Garmin Ltd.(a)		420		25,578
Harman International Industries, Inc.		240		25,783
Iida Group Holdings Co., Ltd.		867		13,177
Leggett & Platt, Inc.		475		16,283
Lennar Corp.–Class A		600		25,188
Mohawk Industries, Inc.(b)		250		34,585
Newell Rubbermaid, Inc.		1,025		31,765
Nikon Corp.		1,500		23,631
Panasonic Corp.		9,900		120,008
Persimmon PLC(b)		1,354		29,490
PulteGroup, Inc.		1,235		24,898
Rinnai Corp.		200		19,308
Sekisui Chemical Co., Ltd.		2,000		23,187
Sekisui House Ltd.		2,000		27,445
Sharp Corp./Japan(a)(b)		9,000		28,897
Sony Corp.		4,500		75,197
Whirlpool Corp.		300		41,766
				683,834
INTERNET & CATALOG RETAIL–0.2%
Amazon.com, Inc.(b)		1,380		448,196
ASOS PLC(b)		244		12,357
Expedia, Inc.		382		30,086
NetFlix, Inc.(b)		226		99,576
Priceline Group, Inc. (The)(b)		197		236,991
Rakuten, Inc.		3,245		41,955
TripAdvisor, Inc.(b)		412		44,768
				913,929
LEISURE PRODUCTS–0.0%
Hasbro, Inc.		400		21,220
Mattel, Inc.		1,235		48,128
Namco Bandai Holdings, Inc.		900		21,101
Sankyo Co., Ltd.		300		11,540
Sega Sammy Holdings, Inc.		700		13,785
Shimano, Inc.		400		44,386
				160,160
MEDIA–0.8%
Axel Springer SE		401		24,644
British Sky Broadcasting Group PLC		4,358		67,423
Cablevision Systems Corp.–Class A		780		13,767
CBS Corp.–Class B		2,040		126,766
Comcast Corp.–Class A		9,570		513,718
Dentsu, Inc.		1,000		40,725
DIRECTV(b)		1,815		154,293

8

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Discovery Communications, Inc.–Class A(b)		845	$	62,767
Eutelsat Communications SA		1,052		36,557
Gannett Co., Inc.		800		25,048
Interpublic Group of Cos., Inc. (The)		1,495		29,167
ITV PLC		16,647		50,731
JCDecaux SA		1,374		51,317
Kabel Deutschland Holding AG		201		29,409
Lagardere SCA		177		5,767
News Corp.–Class A(b)		1,808		32,435
Omnicom Group, Inc.		960		68,371
Pearson PLC		3,650		72,086
ProSiebenSat.1 Media AG(a)		637		28,352
Publicis Groupe SA		807		68,398
Reed Elsevier NV		7,163		164,486
Reed Elsevier PLC		5,173		83,129
RTL Group SA		312		34,713
Scripps Networks Interactive, Inc.–Class A		420		34,079
SES SA		971		36,830
Singapore Press Holdings Ltd.(a)		6,000		20,064
Telenet Group Holding NV(b)		194		11,056
Time Warner Cable, Inc.–Class A		1,065		156,874
Time Warner, Inc.		3,295		231,474
Toho Co., Ltd./Tokyo		1,000		23,453
Twenty-First Century Fox, Inc.–Class A		7,185		252,553
Viacom, Inc.–Class B		1,510		130,962
Walt Disney Co. (The)		6,014		515,640
WPP PLC		5,882		128,180
				3,325,234
MULTILINE RETAIL–0.1%
Dollar General Corp.(b)		1,070		61,375
Dollar Tree, Inc.(b)		750		40,845
Don Quijote Holdings Co., Ltd.		500		27,896
Family Dollar Stores, Inc.		355		23,480
Isetan Mitsukoshi Holdings Ltd.		1,300		16,939
J Front Retailing Co., Ltd.		3,000		21,063
Kohl’s Corp.		730		38,456
Macy’s, Inc.		1,355		78,617
Marks & Spencer Group PLC		7,213		52,469
Next PLC		713		78,931
Nordstrom, Inc.		520		35,324
Target Corp.		2,325		134,734
				610,129
SPECIALTY RETAIL – 0.4%
AutoNation, Inc.(b)		235	$	14,025
AutoZone, Inc.(b)		125		67,030
Bed Bath & Beyond, Inc.(b)		795		45,617
Best Buy Co., Inc.		1,000		31,010
CarMax, Inc.(b)		820		42,648
Fast Retailing Co., Ltd.		200		65,886
GameStop Corp.–Class A		415		16,795
Gap, Inc. (The)		955		39,699
Hennes & Mauritz AB– Class B		4,231		184,725
Hikari Tsushin, Inc.(a)		200		15,104
Home Depot, Inc. (The)		5,180		419,373
Inditex SA		974		149,903
Kingfisher PLC		10,966		67,319
L Brands, Inc.		885		51,914
Lowe’s Cos., Inc.		3,840		184,282
Nitori Holdings Co., Ltd.		400		21,885
O’Reilly Automotive, Inc.(b)		390		58,734
PetSmart, Inc.		380		22,724
Ross Stores, Inc.		800		52,904
Sanrio Co., Ltd.(a)		500		14,529
Shimamura Co., Ltd.		200		19,687
Sports Direct International PLC(b)		1,618		19,552
Staples, Inc.		2,415		26,179
Tiffany & Co.		405		40,601
TJX Cos., Inc. (The)		2,620		139,253
Tractor Supply Co.		515		31,106
Urban Outfitters, Inc.(b)		385		13,036
USS Co., Ltd.		1,310		22,359
Yamada Denki Co., Ltd.(a)		2,700		9,625
				1,887,504
TEXTILES, APPAREL & LUXURY GOODS–0.4%
Adidas AG		932		94,240
Asics Corp.		1,000		23,352
Burberry Group PLC		1,975		50,128
Christian Dior SA		166		33,050
Cie Financiere Richemont SA		2,331		244,264
Coach, Inc.		1,030		35,216
Fossil Group, Inc.(b)		169		17,664
Hugo Boss AG		198		29,565
Kering		338		74,147
Li & Fung Ltd.		48,000		71,221
Luxottica Group SpA		759		43,950
LVMH Moet Hennessy Louis Vuitton SA		1,256		242,369
Michael Kors Holdings Ltd.(b)		659		58,420
NIKE, Inc.–Class B		2,760		214,038
Pandora A/S		468		35,916
PVH Corp.		295		34,397
Ralph Lauren Corp.		240		38,566
Swatch Group AG (The)		137		82,607

9

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

Company	Shares		U.S. $ Value
Swatch Group AG (The) (REG)		522	$	57,911
Under Armour, Inc.– Class A(b)		597		35,516
VF Corp.		1,310		82,530
				1,599,067
				15,088,413
INFORMATION TECHNOLOGY–3.4%
COMMUNICATIONS EQUIPMENT–0.3%
Alcatel-Lucent(b)		12,407		44,604
Cisco Systems, Inc.		19,640		488,054
F5 Networks, Inc.(b)		280		31,203
Harris Corp.		395		29,921
Juniper Networks, Inc.(b)		1,840		45,154
Motorola Solutions, Inc.		845		56,252
Nokia Oyj		16,723		126,539
QUALCOMM, Inc.		6,220		492,624
Telefonaktiebolaget LM Ericsson–Class B		13,589		164,165
				1,478,516
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.2%
Amphenol Corp.–Class A		575		55,396
Corning, Inc.		5,305		116,445
FLIR Systems, Inc.		510		17,712
Fujifilm Holdings Corp.		2,100		58,612
Hamamatsu Photonics KK		600		29,447
Hexagon AB–Class B		938		30,221
Hirose Electric Co., Ltd.		100		14,866
Hitachi High-Technologies Corp.		600		14,286
Hitachi Ltd.		22,000		161,239
Hoya Corp.		1,900		63,171
Jabil Circuit, Inc.		675		14,108
Keyence Corp.		200		87,458
Kyocera Corp.		1,400		66,477
Murata Manufacturing Co., Ltd.		900		84,403
Omron Corp.		900		37,953
TDK Corp.		900		42,256
TE Connectivity Ltd.		1,510		93,378
Yokogawa Electric Corp.		1,100		13,932
				1,001,360
INTERNET SOFTWARE & SERVICES–0.5%
Akamai Technologies, Inc.(b)		655		39,994
Dena Co., Ltd.(a)		529		7,158
eBay, Inc.(b)		4,285		214,507
Facebook, Inc.–Class A(b)		6,050		407,105
Google, Inc.–Class A(b)		1,039		607,472
Google, Inc.–Class C(b)		1,039		597,716
Kakaku.com, Inc.		961	$	16,852
United Internet AG		1,223		53,729
VeriSign, Inc.(b)		475		23,185
Yahoo Japan Corp.		6,408		29,592
Yahoo!, Inc.(b)		3,465		121,725
				2,119,035
IT SERVICES–0.6%
Accenture PLC–Class A		2,335		188,761
Alliance Data Systems Corp.(b)		180		50,625
Amadeus IT Holding SA–Class A		1,699		70,038
Automatic Data Processing, Inc.		1,770		140,326
Cap Gemini SA		854		60,945
Cognizant Technology Solutions Corp.– Class A(b)		2,230		109,069
Computer Sciences Corp.		540		34,128
Computershare Ltd.		1,449		17,055
Fidelity National Information Services, Inc.		1,070		58,572
Fiserv, Inc.(b)		950		57,304
Fujitsu Ltd.		8,000		59,943
International Business Machines Corp.		3,626		657,285
MasterCard, Inc.–Class A		3,810		279,921
Nomura Research Institute Ltd.		600		18,903
NTT Data Corp.		500		19,228
Otsuka Corp.		600		29,097
Paychex, Inc.		1,195		49,664
Teradata Corp.(b)		595		23,919
Total System Services, Inc.		610		19,160
Visa, Inc.–Class A		1,875		395,081
Western Union Co. (The)–Class W		2,030		35,200
Xerox Corp.		4,245		52,808
				2,427,032
OFFICE ELECTRONICS–0.1%
Brother Industries Ltd.		800		13,870
Canon, Inc.(a)		5,100		166,678
Konica Minolta, Inc.		2,000		19,768
Ricoh Co., Ltd.		3,000		35,756
				236,072
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.4%
Altera Corp.		1,160		40,322
Analog Devices, Inc.		1,130		61,099
Applied Materials, Inc.		4,385		98,882
ARM Holdings PLC		6,241		93,845
ASM Pacific Technology Ltd.		900		9,830
ASML Holding NV		1,801		167,964

10

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Avago Technologies Ltd.		876	$	63,133
Broadcom Corp.–Class A		1,970		73,126
Infineon Technologies AG		4,860		60,668
Intel Corp.		18,240		563,616
KLA-Tencor Corp.		610		44,310
Lam Research Corp.		579		39,129
Linear Technology Corp.		840		39,539
Microchip Technology, Inc.		695		33,923
Micron Technology, Inc.(b)		3,820		125,869
NVIDIA Corp.		2,085		38,656
Rohm Co., Ltd.		400		22,942
STMicroelectronics NV		4,174		37,395
Texas Instruments, Inc.		4,025		192,355
Tokyo Electron Ltd.		800		54,523
Xilinx, Inc.		985		46,600
				1,907,726
SOFTWARE–0.6%
Adobe Systems, Inc.(b)		1,710		123,736
Autodesk, Inc.(b)		825		46,514
CA, Inc.		1,185		34,057
Citrix Systems, Inc.(b)		680		42,534
Dassault Systemes		243		31,245
Electronic Arts, Inc.(b)		1,135		40,712
Gemalto NV(a)		323		33,529
GungHo Online Entertainment, Inc.(a)		4,000		25,847
Intuit, Inc.		1,050		84,556
Microsoft Corp.		27,920		1,164,264
Nexon Co., Ltd.		2,595		24,802
NICE Systems Ltd.		208		8,512
Nintendo Co., Ltd.		500		60,044
Oracle Corp.		12,900		522,837
Oracle Corp. Japan		500		21,871
Red Hat, Inc.(b)		690		38,136
Sage Group PLC (The)		4,400		28,899
Salesforce.com, Inc.(b)		2,034		118,135
SAP AG		4,114		317,003
Symantec Corp.		2,555		58,510
Trend Micro, Inc./Japan		500		16,476
Xero Ltd.(a)(b).		231		5,251
				2,847,470
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.7%
Apple, Inc.		22,666		2,106,351
EMC Corp./MA		7,555		198,999
Hewlett-Packard Co.		7,060		237,781
NEC Corp.		9,000		28,724
NetApp, Inc.		1,240		45,285
SanDisk Corp.		820		85,633
Seagate Technology PLC		1,200		68,184
Seiko Epson Corp.		600		25,526
Western Digital Corp.		780		71,994
				2,868,477
				14,885,688
INDUSTRIALS–3.3%
AEROSPACE & DEFENSE–0.5%
Airbus Group NV		2,598	$	174,191
BAE Systems PLC		14,460		107,101
Boeing Co. (The)		2,560		325,709
Cobham PLC		7,675		41,005
General Dynamics Corp.		1,260		146,853
Honeywell International, Inc.		2,905		270,020
L-3 Communications Holdings, Inc.		325		39,244
Lockheed Martin Corp.		1,000		160,730
Meggitt PLC		2,537		21,965
Northrop Grumman Corp.		840		100,489
Precision Castparts Corp.		540		136,296
Raytheon Co.		1,200		110,700
Rockwell Collins, Inc.		500		39,070
Rolls-Royce Holdings PLC(b)		8,396		153,401
Safran SA		1,117		73,124
Singapore Technologies Engineering Ltd.		19,000		57,962
Textron, Inc.		1,005		38,481
Thales SA		694		41,962
United Technologies Corp.		3,125		360,781
Zodiac Aerospace		1,135		38,428
				2,437,512
AIR FREIGHT & LOGISTICS–0.2%
CH Robinson Worldwide, Inc.		565		36,041
Deutsche Post AG		4,049		146,148
Expeditors International of Washington, Inc.		720		31,795
FedEx Corp.		1,115		168,789
Kuehne & Nagel International AG		432		57,443
Royal Mail PLC(b)		2,926		24,970
United Parcel Service, Inc.–Class B		2,655		272,562
Yamato Holdings Co., Ltd.		1,600		33,167
				770,915
AIRLINES–0.1%
ANA Holdings, Inc.(a)		8,000		18,880
Cathay Pacific Airways Ltd.		20,000		37,376
Delta Air Lines, Inc.		3,102		120,109
Deutsche Lufthansa AG (REG)		1,092		23,442
International Consolidated Airlines Group SA(b)		4,346		27,578
Japan Airlines Co., Ltd.		472		26,097
Singapore Airlines Ltd.		3,000		24,938
Southwest Airlines Co.		2,555		68,627
				347,047
BUILDING PRODUCTS–0.1%
Allegion PLC		335		18,988
Asahi Glass Co., Ltd.(a)		4,000		23,583

11

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

Company	Shares		U.S. $ Value
Assa Abloy AB–Class B		1,164	$	59,208
Cie de St-Gobain		1,779		100,375
Daikin Industries Ltd.		1,000		63,113
Geberit AG		168		58,933
LIXIL Group Corp.		1,200		32,479
Masco Corp.		1,305		28,971
TOTO Ltd.		2,000		26,972
				412,622
COMMERCIAL SERVICES & SUPPLIES–0.1%
ADT Corp. (The)		647		22,606
Aggreko PLC		1,141		32,214
Babcock International Group PLC		2,255		44,822
Brambles Ltd.		6,954		60,249
Cintas Corp.		385		24,463
Dai Nippon Printing Co., Ltd.		2,000		20,896
Edenred		818		24,805
G4S PLC		6,839		29,858
Iron Mountain, Inc.		614		21,766
Pitney Bowes, Inc.		705		19,472
Republic Services, Inc.–Class A		950		36,072
Secom Co., Ltd.		900		54,941
Societe BIC SA		221		30,241
Stericycle, Inc.(b)		310		36,710
Toppan Printing Co., Ltd.		2,000		15,465
Tyco International Ltd.		1,695		77,292
Waste Management, Inc.		1,595		71,344
				623,216
CONSTRUCTION & ENGINEERING–0.2%
ACS Actividades de Construccion y Servicios SA		667		30,529
Bouygues SA		1,739		72,360
Chiyoda Corp.		1,000		12,120
Ferrovial SA(a)		1,957		43,604
Fluor Corp.		615		47,293
Jacobs Engineering Group, Inc.(b)		465		24,775
JGC Corp.		1,000		30,419
Kajima Corp.		7,000		30,963
Leighton Holdings Ltd.(a)		1,344		24,955
Obayashi Corp.		3,000		21,426
OCI(b)		320		12,489
Quanta Services, Inc.(b)		765		26,454
Shimizu Corp.		4,000		28,346
Skanska AB–Class B		3,301		75,356
Taisei Corp.		5,000		27,711
Vinci SA		2,135		159,610
				668,410
ELECTRICAL EQUIPMENT–0.3%
ABB Ltd. (REG)(b)		9,800		225,501
Alstom SA		1,012		36,753
AMETEK, Inc.		899	$	47,000
Eaton Corp. PLC		1,744		134,602
Emerson Electric Co.		2,600		172,536
First Solar, Inc.(b)		270		19,186
Fuji Electric Co., Ltd.		4,000		18,980
Legrand SA		1,194		73,121
Mitsubishi Electric Corp.		9,000		111,175
Nidec Corp.		1,000		61,500
Osram Licht AG(b)		292		14,705
Prysmian SpA		1,074		24,254
Rockwell Automation, Inc.		530		66,335
Schneider Electric SE (Paris)		2,438		229,887
Sumitomo Electric Industries Ltd.		3,400		47,864
Vestas Wind Systems A/S(b)		1,008		50,862
				1,334,261
INDUSTRIAL CONGLOMERATES–0.5%
3M Co.		2,355		337,330
Danaher Corp.		2,190		172,419
General Electric Co.		37,170		976,827
Hutchison Whampoa Ltd.		10,000		136,636
Keppel Corp., Ltd.		4,000		34,626
Koninklijke Philips NV		3,341		106,038
Roper Industries, Inc.		375		54,754
Siemens AG		3,541		467,533
Smiths Group PLC		2,461		54,535
Toshiba Corp.		18,000		84,140
				2,424,838
MACHINERY–0.6%
Alfa Laval AB		3,611		92,983
Amada Co., Ltd.		3,000		30,558
Andritz AG		375		21,668
Atlas Copco AB–Class A		1,805		52,112
Atlas Copco AB–Class B		1,715		45,765
Caterpillar, Inc.		2,335		253,744
CNH Industrial NV		2,876		29,510
Cummins, Inc.		650		100,288
Deere & Co.		1,385		125,412
Dover Corp.		635		57,753
FANUC Corp.		900		155,419
Flowserve Corp.		510		37,918
GEA Group AG		896		42,358
Hino Motors Ltd.		2,000		27,593
Hitachi Construction Machinery Co., Ltd.		700		13,972
IHI Corp.		6,000		27,969
Illinois Tool Works, Inc.		1,525		133,529
IMI PLC		1,025		26,063
Ingersoll-Rand PLC		955		59,697
Joy Global, Inc.		385		23,708
JTEKT Corp.		1,400		23,622
Kawasaki Heavy Industries Ltd.		5,000		19,061
Komatsu Ltd.		4,200		97,496

12

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Kone Oyj–Class B		1,392	$	58,041
Kubota Corp.		5,000		70,951
Makita Corp.		400		24,722
MAN SE		407		50,300
Melrose Industries PLC		4,948		22,018
Metso Oyj		571		21,617
Mitsubishi Heavy Industries Ltd.		14,000		87,443
NGK Insulators Ltd.		1,000		22,701
NSK Ltd.		2,000		26,027
PACCAR, Inc.		1,310		82,307
Pall Corp.		395		33,729
Parker Hannifin Corp.		545		68,523
Pentair PLC		710		51,205
Sandvik AB		2,698		36,847
Schindler Holding AG		137		20,810
Schindler Holding AG (REG)		271		40,834
SembCorp Marine Ltd.(a)		7,000		23,032
SKF AB–Class B		1,658		42,275
SMC Corp./Japan		200		53,592
Snap-On, Inc.		220		26,074
Stanley Black & Decker, Inc.		565		49,618
Sumitomo Heavy Industries Ltd.		6,000		28,560
Vallourec SA		641		28,734
Volvo AB–Class B		6,759		93,049
Wartsila Oyj Abp		793		39,303
Weir Group PLC (The)		950		42,567
Xylem, Inc./NY		635		24,816
Zardoya Otis SA(a)		1,239		22,061
				2,689,954
MARINE–0.0%
AP Moeller–Maersk A/S–Class A		15		35,304
AP Moeller–Maersk A/S–Class B		30		74,588
Mitsui OSK Lines Ltd.		4,000		14,902
Nippon Yusen KK		5,000		14,423
				139,217
PROFESSIONAL SERVICES–0.1%
Adecco SA(b)		590		48,553
Bureau Veritas SA		1,236		34,328
Capita PLC		2,937		57,540
Dun & Bradstreet Corp. (The)		165		18,183
Equifax, Inc.		455		33,006
Experian PLC		4,508		76,163
Intertek Group PLC		720		33,853
Nielsen NV		916		44,344
Randstad Holding NV		1,613		87,439
Robert Half International, Inc.		485		23,154
SGS SA		24		57,430
				513,993
ROAD & RAIL–0.3%
Asciano Ltd.		8,374	$	44,495
Aurizon Holdings Ltd.		6,403		30,067
Central Japan Railway Co.		644		91,930
CSX Corp.		3,710		114,305
DSV A/S		511		16,663
East Japan Railway Co.		1,500		118,188
Hankyu Hanshin Holdings, Inc.		5,000		28,548
Kansas City Southern		420		45,154
Keikyu Corp.		2,000		17,978
Keio Corp.		3,000		23,590
Keisei Electric Railway Co., Ltd.		2,000		19,932
Kintetsu Corp.		8,000		29,151
MTR Corp., Ltd.		7,000		27,003
Nippon Express Co., Ltd.		3,000		14,551
Norfolk Southern Corp.		1,140		117,454
Odakyu Electric Railway Co., Ltd.		2,000		19,260
Ryder System, Inc.		215		18,939
Tobu Railway Co., Ltd.		3,000		15,711
Tokyu Corp.		5,000		35,465
Union Pacific Corp.		3,450		344,138
West Japan Railway Co.		751		33,082
				1,205,604
TRADING COMPANIES & DISTRIBUTORS–0.2%
Brenntag AG		189		33,766
Bunzl PLC		1,482		41,142
Fastenal Co.		980		48,500
ITOCHU Corp.		7,000		89,864
Marubeni Corp.		7,000		51,233
Mitsubishi Corp.		6,300		131,131
Mitsui & Co., Ltd.		7,800		125,047
Sumitomo Corp.		5,000		67,466
Toyota Tsusho Corp.		700		20,144
Travis Perkins PLC		1,092		30,582
Wolseley PLC		1,423		77,953
WW Grainger, Inc.		230		58,482
				775,310
TRANSPORTATION INFRASTRUCTURE–0.1%
Abertis Infraestructuras SA		1,637		37,661
Aeroports de Paris		305		40,210
Atlantia SpA		2,911		82,928
Auckland International Airport Ltd.		3,663		12,507
Hutchison Port Holdings Trust–Class U		43,553		31,366
Mitsubishi Logistics Corp.		1,000		14,987
Sydney Airport		15,829		62,981
Transurban Group		7,856		54,744
				337,384
				14,680,283

13

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

Company	Shares		U.S. $ Value
CONSUMER STAPLES–2.9%
BEVERAGES–0.6%
Anheuser-Busch InBev NV		3,588	$	412,262
Asahi Group Holdings Ltd.		1,700		53,385
Brown-Forman Corp.– Class B		602		56,690
Carlsberg A/S–Class B		478		51,482
Coca-Cola Amatil Ltd.		3,316		29,608
Coca-Cola Co. (The)		13,930		590,075
Coca-Cola Enterprises, Inc.		850		40,613
Coca-Cola HBC AG(b)		892		20,477
Constellation Brands, Inc.–Class A(b)		620		54,641
Diageo PLC		11,209		356,996
Dr Pepper Snapple Group, Inc.		720		42,178
Heineken NV		1,245		89,365
Kirin Holdings Co., Ltd.(a)		4,000		57,755
Molson Coors Brewing Co.–Class B		550		40,788
Monster Beverage Corp.(b)		510		36,225
PepsiCo, Inc.		5,625		502,538
Pernod Ricard SA		946		113,634
Remy Cointreau SA		195		17,941
SABMiller PLC (London)		4,293		248,801
Suntory Beverage & Food Ltd.		848		33,239
Treasury Wine Estates Ltd.		5,315		25,100
				2,873,793
FOOD & STAPLES RETAILING–0.6%
Aeon Co., Ltd.		2,700		33,226
Carrefour SA		2,692		99,265
Casino Guichard Perrachon SA		482		63,904
Colruyt SA		393		19,961
Costco Wholesale Corp.		1,615		185,983
CVS Caremark Corp.		4,380		330,121
Delhaize Group SA		404		27,338
Distribuidora Internacional de Alimentacion SA		2,417		22,247
FamilyMart Co., Ltd.		400		17,245
J Sainsbury PLC		5,506		29,721
Jeronimo Martins SGPS SA		1,190		19,565
Koninklijke Ahold NV		5,462		102,418
Kroger Co. (The)		1,865		92,187
Lawson, Inc.		200		15,012
Metro AG(b)		1,551		67,497
Safeway, Inc.		895		30,734
Seven & I Holdings Co., Ltd.		3,400		143,309
Sysco Corp.		2,105		78,832
Tesco PLC		36,078		175,346
Wal-Mart Stores, Inc.		5,963		447,642
Walgreen Co.		3,195		236,845
Wesfarmers Ltd.		5,147		203,108
Whole Foods Market, Inc.		1,370	$	52,923
WM Morrison Supermarkets PLC		9,857		30,914
Woolworths Ltd.		5,562		184,695
				2,710,038
FOOD PRODUCTS–0.8%
Ajinomoto Co., Inc.		3,000		47,020
Archer-Daniels-Midland Co.		2,415		106,526
Aryzta AG(b)		470		44,511
Associated British Foods PLC		1,705		88,920
Campbell Soup Co.		625		28,631
ConAgra Foods, Inc.		1,535		45,559
Danone SA		2,621		194,893
General Mills, Inc.		2,335		122,681
Golden Agri-Resources Ltd.		48,000		21,407
Hershey Co. (The)		550		53,554
Hormel Foods Corp.		475		23,441
JM Smucker Co. (The)		395		42,095
Kellogg Co.		915		60,116
Kerry Group PLC–Class A		781		58,658
Keurig Green Mountain, Inc.		478		59,564
Kraft Foods Group, Inc.		2,178		130,571
Lindt & Spruengli AG (REG)		1		61,773
McCormick & Co., Inc./MD		475		34,005
Mead Johnson Nutrition Co.–Class A		760		70,809
MEIJI Holdings Co., Ltd.		300		19,889
Mondelez International, Inc.–Class A		6,435		242,020
Nestle SA		14,400		1,115,811
NH Foods Ltd.		1,000		19,524
Nissin Foods Holdings Co., Ltd.		400		20,565
Orkla ASA		2,074		18,456
Tate & Lyle PLC		2,078		24,313
Toyo Suisan Kaisha Ltd.		1,000		30,825
Tyson Foods, Inc.–Class A		975		36,602
Unilever NV		7,274		318,405
Unilever PLC		5,731		259,783
Wilmar International Ltd.		9,000		23,039
Yakult Honsha Co., Ltd.		400		20,259
				3,444,225
HOUSEHOLD PRODUCTS–0.4%
Clorox Co. (The)		470		42,958
Colgate-Palmolive Co.		3,200		218,176
Henkel AG & Co. KGaA		579		58,227
Henkel AG & Co. KGaA (Preference Shares)		796		91,964
Kimberly-Clark Corp.		1,415		157,376
Procter & Gamble Co. (The)		10,015		787,079

14

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Reckitt Benckiser Group PLC		2,888	$	251,820
Svenska Cellulosa AB SCA–Class B		2,115		55,083
Unicharm Corp.		500		29,811
				1,692,494
PERSONAL PRODUCTS–0.1%
Avon Products, Inc.		1,555		22,719
Beiersdorf AG		310		29,960
Estee Lauder Cos., Inc. (The)–Class A		940		69,804
Kao Corp.		2,300		90,583
L’Oreal SA		1,080		185,953
Shiseido Co., Ltd.		1,600		29,182
				428,201
TOBACCO–0.4%
Altria Group, Inc.		7,310		306,582
British American Tobacco PLC		8,566		509,696
Imperial Tobacco Group PLC		4,350		195,698
Japan Tobacco, Inc.		4,912		179,102
Lorillard, Inc.		1,340		81,700
Philip Morris International, Inc.		5,900		497,429
Reynolds American, Inc.		1,135		68,497
Swedish Match AB		831		28,854
				1,867,558
				13,016,309
ENERGY–2.6%
ENERGY EQUIPMENT & SERVICES–0.4%
Aker Solutions ASA		1,244		21,591
AMEC PLC		1,606		33,348
Baker Hughes, Inc.		1,610		119,865
Cameron International Corp.(b)		870		58,908
Diamond Offshore Drilling, Inc.(a)		240		11,911
Ensco PLC–Class A		850		47,235
FMC Technologies, Inc.(b)		860		52,520
Fugro NV		538		30,765
Halliburton Co.		3,090		219,421
Helmerich & Payne, Inc.		385		44,702
Nabors Industries Ltd.		915		26,874
National Oilwell Varco, Inc.		1,555		128,054
Noble Corp. PLC		925		31,043
Petrofac Ltd.		1,166		23,984
Rowan Cos. PLC–Class A		455		14,528
Saipem SpA(b)		1,479		39,878
Schlumberger Ltd.		4,835		570,288
Seadrill Ltd.(a)		1,676		66,421
Subsea 7 SA		1,066		19,870
Technip SA		267		29,173
Tenaris SA		1,269		29,900
Transocean Ltd.		1,200	$	54,036
Transocean Ltd. (Zurich)		1,255		56,385
				1,730,700
OIL, GAS & CONSUMABLE FUELS–2.2%
Anadarko Petroleum Corp.		1,845		201,972
Apache Corp.		1,445		145,396
BG Group PLC		15,199		320,719
BP PLC		84,788		746,636
Cabot Oil & Gas Corp.		1,540		52,576
Caltex Australia Ltd.		1,410		28,690
Chesapeake Energy Corp.		1,845		57,343
Chevron Corp.		7,080		924,294
Cimarex Energy Co.		327		46,911
ConocoPhillips		4,520		387,500
CONSOL Energy, Inc.		840		38,699
Delek Group Ltd.		11		4,550
Denbury Resources, Inc.		1,310		24,183
Devon Energy Corp.		1,420		112,748
ENI SpA		11,360		310,692
EOG Resources, Inc.		2,010		234,889
EQT Corp.		540		57,726
Exxon Mobil Corp.		16,087		1,619,639
Galp Energia SGPS SA		1,550		28,411
Hess Corp.		1,040		102,846
Idemitsu Kosan Co., Ltd.		1,200		26,058
Inpex Corp.		4,000		60,849
JX Holdings, Inc.		10,000		53,512
Kinder Morgan, Inc./DE		2,475		89,743
Koninklijke Vopak NV(a)		502		24,510
Lundin Petroleum AB(b)		856		17,302
Marathon Oil Corp.		2,555		101,996
Marathon Petroleum Corp.		1,112		86,814
Murphy Oil Corp.		655		43,544
Neste Oil Oyj		572		11,161
Newfield Exploration Co.(b)		470		20,774
Noble Energy, Inc.		1,300		100,698
Occidental Petroleum Corp.		2,950		302,758
OMV AG		658		29,725
ONEOK, Inc.		770		52,422
Origin Energy Ltd.		4,903		67,581
Peabody Energy Corp.		945		15,451
Phillips 66		2,210		177,750
Pioneer Natural Resources Co.		515		118,352
QEP Resources, Inc.		625		21,562
Range Resources Corp.		600		52,170
Repsol SA		3,820		100,721
Royal Dutch Shell PLC–Class A		17,357		717,239
Royal Dutch Shell PLC– Class B		11,041		479,843
Santos Ltd.		4,317		58,075
Southwestern Energy Co.(b)		1,245		56,635
Spectra Energy Corp.		2,435		103,439

15

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

Company	Shares		U.S. $ Value
Statoil ASA		4,983	$	153,172
Tesoro Corp.		475		27,868
TonenGeneral Sekiyu KK(a)		2,000		18,995
Total SA		9,552		691,084
Tullow Oil PLC		4,387		64,001
Valero Energy Corp.		1,975		98,947
Williams Cos., Inc. (The)		2,505		145,816
Woodside Petroleum Ltd.		2,943		114,104
				9,751,091
				11,481,791
MATERIALS–1.6%
CHEMICALS–0.8%
Air Liquide SA		1,531		206,882
Air Products & Chemicals, Inc.		770		99,037
Air Water, Inc.		1,000		16,007
Airgas, Inc.		240		26,138
Akzo Nobel NV		704		52,785
Arkema SA		450		43,725
Asahi Kasei Corp.		6,000		45,933
BASF SE		4,101		477,043
CF Industries Holdings, Inc.		240		57,727
Croda International PLC		549		20,676
Dow Chemical Co. (The)		4,425		227,710
Eastman Chemical Co.		580		50,663
Ecolab, Inc.		990		110,227
EI du Pont de Nemours & Co.		3,395		222,169
EMS-Chemie Holding AG (REG)(b)		109		43,496
FMC Corp.		480		34,171
Givaudan SA(b)		37		61,639
Hitachi Chemical Co., Ltd.		900		14,901
Incitec Pivot Ltd.		7,611		20,808
International Flavors & Fragrances, Inc.		300		31,284
Israel Chemicals Ltd.		1,432		12,269
Israel Corp., Ltd. (The)(b)		16		9,105
Johnson Matthey PLC		915		48,518
JSR Corp.		800		13,734
K&S AG		1,472		48,338
Kansai Paint Co., Ltd.		1,000		16,714
Kuraray Co., Ltd.		1,000		12,683
Lanxess AG		509		34,332
Linde AG		827		175,734
LyondellBasell Industries NV–Class A		1,599		156,142
Mitsubishi Chemical Holdings Corp.		6,000		26,610
Mitsubishi Gas Chemical Co., Inc.		2,000		12,807
Monsanto Co.		1,940		241,996
Mosaic Co. (The)		1,230		60,824
Nippon Paint Co., Ltd.		1,000		21,173
Nitto Denko Corp.		600		28,105
Novozymes A/S–Class B		1,129		56,627
Orica Ltd.		2,259	$	41,490
PPG Industries, Inc.		550		115,583
Praxair, Inc.		1,090		144,796
Sherwin-Williams Co. (The)		315		65,177
Shin-Etsu Chemical Co., Ltd.		1,800		109,455
Sigma-Aldrich Corp.		455		46,173
Sika AG		6		24,514
Solvay SA		236		40,618
Sumitomo Chemical Co., Ltd.		7,000		26,461
Syngenta AG		416		153,691
Taiyo Nippon Sanso Corp.		2,000		17,718
Teijin Ltd.		5,000		12,549
Toray Industries, Inc.		7,000		46,060
Umicore SA		509		23,685
Yara International ASA		541		27,104
				3,733,806
CONSTRUCTION MATERIALS–0.1%
CRH PLC		3,257		83,436
Fletcher Building Ltd.		3,064		23,620
HeidelbergCement AG		440		37,492
Holcim Ltd.(b)		816		71,675
James Hardie Industries PLC		3,449		44,995
Lafarge SA(a)		832		72,350
Taiheiyo Cement Corp.		5,000		20,160
Vulcan Materials Co.		465		29,644
				383,372
CONTAINERS & PACKAGING–0.1%
Amcor Ltd./Australia		5,378		52,896
Avery Dennison Corp.		335		17,169
Ball Corp.		510		31,967
Bemis Co., Inc.		330		13,418
MeadWestvaco Corp.		620		27,441
Owens-Illinois, Inc.(b)		560		19,398
Rexam PLC		3,136		28,703
Sealed Air Corp.		690		23,577
Toyo Seikan Group Holdings Ltd.		1,700		26,134
				240,703
METALS & MINING–0.6%
Alcoa, Inc.		3,920		58,369
Allegheny Technologies, Inc.		385		17,364
Anglo American PLC		6,223		152,515
Antofagasta PLC		1,773		23,162
ArcelorMittal (Euronext Amsterdam)		8,908		132,802
BHP Billiton Ltd.		14,341		489,094
BHP Billiton PLC		9,431		306,592
Boliden AB		1,652		23,967
Fortescue Metals Group Ltd.		6,938		28,655

16

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Freeport-McMoRan Copper & Gold, Inc.		3,775	$	137,788
Fresnillo PLC(a)		1,459		21,925
Glencore PLC		47,381		264,041
Hitachi Metals Ltd.		1,000		15,247
Iluka Resources Ltd.		2,008		15,429
JFE Holdings, Inc.		2,200		45,505
Kobe Steel Ltd.		12,000		18,047
Mitsubishi Materials Corp.		7,000		24,558
Newcrest Mining Ltd.(b)		2,055		20,640
Newmont Mining Corp.		1,795		45,665
Nippon Steel & Sumitomo Metal Corp.		34,000		108,919
Norsk Hydro ASA		6,514		34,880
Nucor Corp.		1,160		57,130
Randgold Resources Ltd.		390		32,841
Rio Tinto Ltd.		1,946		109,170
Rio Tinto PLC		5,676		306,471
Sumitomo Metal Mining Co., Ltd.		2,000		32,644
ThyssenKrupp AG(b)		2,036		59,241
United States Steel Corp.(a)		530		13,801
Voestalpine AG(a)		442		21,072
				2,617,534
PAPER & FOREST PRODUCTS–0.0%
International Paper Co.		1,615		81,509
OJI Holdings Corp.		4,000		16,460
Stora Enso Oyj–Class R		2,457		23,887
UPM-Kymmene Oyj		2,358		40,279
				162,135
				7,137,550
TELECOMMUNICATION SERVICES–1.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.8%
AT&T, Inc.		19,348		684,145
Belgacom SA		795		26,391
Bezeq The Israeli Telecommunication Corp., Ltd.		7,158		13,397
BT Group PLC		35,190		231,236
CenturyLink, Inc.		2,160		78,192
Deutsche Telekom AG		14,013		245,774
Elisa Oyj		635		19,425
Frontier Communications Corp.		3,660		21,374
HKT Trust and HKT Ltd.		18,882		22,152
Iliad SA		163		49,271
Inmarsat PLC		1,541		19,696
Koninklijke KPN NV(b)		2,757		10,052
Nippon Telegraph & Telephone Corp.		1,900		118,423
Orange SA		8,280		131,009
Singapore Telecommunications Ltd.		36,000		111,208
Swisscom AG		104	$	60,411
TDC A/S		3,390		35,068
Telecom Corp. of New Zealand Ltd.		9,734		22,841
Telecom Italia SpA (ordinary shares)(b)		64,157		81,204
Telecom Italia SpA (savings shares)		16,898		16,715
Telefonica SA		18,290		314,000
Telekom Austria AG		1,044		10,212
Telenor ASA		3,853		87,727
TeliaSonera AB		10,613		77,496
Telstra Corp., Ltd.		20,376		100,102
Verizon Communications, Inc.		15,195		743,491
Vivendi SA(b)		5,418		132,587
Windstream Holdings, Inc.(a)		2,175		21,663
Ziggo NV		1,595		73,763
				3,559,025
WIRELESS TELECOMMUNICATION SERVICES–0.2%
KDDI Corp.		2,622		159,978
Millicom International Cellular SA		641		58,676
NTT DoCoMo, Inc.		6,800		116,081
SoftBank Corp.		4,300		320,449
StarHub Ltd.		4,000		13,388
Vodafone Group PLC		118,560		396,260
				1,064,832
				4,623,857
UTILITIES–1.0%
ELECTRIC UTILITIES–0.5%
American Electric Power Co., Inc.		1,775		98,992
Cheung Kong Infrastructure Holdings Ltd.		7,000		48,538
Chubu Electric Power Co., Inc.(b)		2,900		36,017
Chugoku Electric Power Co., Inc. (The)		1,300		17,714
CLP Holdings Ltd.		8,500		69,607
Contact Energy Ltd.		2,149		9,981
Duke Energy Corp.		2,582		191,559
Edison International		1,165		67,698
EDP–Energias de Portugal SA		10,415		52,258
Electricite de France SA		1,042		32,810
Enel SpA(a)		29,393		170,969
Entergy Corp.		625		51,306
Exelon Corp.		3,147		114,803
FirstEnergy Corp.		1,535		53,295
Fortum Oyj		1,983		53,248
Hokuriku Electric Power Co.		1,600		21,211

17

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

Company	Shares		U.S. $ Value
Iberdrola SA		22,931	$	175,412
Kansai Electric Power Co., Inc. (The)(b)		3,100		29,221
Kyushu Electric Power Co., Inc.(b)		1,900		21,390
NextEra Energy, Inc.		1,595		163,456
Northeast Utilities		1,160		54,833
Pepco Holdings, Inc.		890		24,457
Pinnacle West Capital Corp.		385		22,268
Power Assets Holdings Ltd.		3,500		30,703
PPL Corp.		2,295		81,541
Red Electrica Corp. SA(a)		483		44,152
Shikoku Electric Power Co., Inc.(b)		700		9,761
Southern Co. (The)		3,210		145,670
SP AusNet		12,753		15,942
SSE PLC		4,306		115,354
Tohoku Electric Power Co., Inc.		1,400		16,384
Tokyo Electric Power Co., Inc.(b)		5,500		22,861
Xcel Energy, Inc.		1,820		58,659
				2,122,070
GAS UTILITIES–0.1%
AGL Resources, Inc.		398		21,902
APA Group		2,828		18,393
Enagas SA(a)		853		27,457
Gas Natural SDG SA(a)		1,571		49,633
Hong Kong & China Gas Co., Ltd.		32,340		70,852
Osaka Gas Co., Ltd.		8,000		33,614
Snam SpA		6,059		36,493
Toho Gas Co., Ltd.		2,000		10,985
Tokyo Gas Co., Ltd.		11,000		64,254
				333,583
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.0%
AES Corp./VA		2,385		37,087
Electric Power Development Co., Ltd.		500		16,225
Enel Green Power SpA		25,579		72,395
NRG Energy, Inc.		1,140		42,408
				168,115
MULTI-UTILITIES–0.4%
AGL Energy Ltd.		3,037		44,361
Ameren Corp.		860		35,157
CenterPoint Energy, Inc.		1,545		39,459
Centrica PLC		23,112		123,502
CMS Energy Corp.		970		30,216
Consolidated Edison, Inc.		1,080		62,359
Dominion Resources, Inc./VA		2,135		152,695
DTE Energy Co.		670		52,173
E.ON SE		8,042		165,790
GDF Suez		5,926	$	163,271
Integrys Energy Group, Inc.		300		21,339
National Grid PLC		16,377		235,776
NiSource, Inc.		1,105		43,471
PG&E Corp.		1,625		78,033
Public Service Enterprise Group, Inc.		1,855		75,665
RWE AG		2,185		93,710
SCANA Corp.		495		26,636
Sempra Energy		860		90,051
Suez Environnement Co.		1,324		25,328
TECO Energy, Inc.		725		13,398
United Utilities Group PLC		2,853		43,052
Veolia Environnement SA		1,552		29,567
Wisconsin Energy Corp.		800		37,536
				1,682,545
WATER UTILITIES–0.0%
Severn Trent PLC		1,196		39,537
				4,345,850
Total Common Stocks (cost $96,659,602)				126,246,930
	Principal Amount (000)
GOVERNMENTS– TREASURIES–21.0%
UNITED STATES–21.0%
U.S. Treasury Bonds
2.75%, 8/15/42	$	775		693,141
2.875%, 5/15/43		155		141,631
3.125%, 11/15/41-2/15/43		2,825		2,727,161
3.50%, 2/15/39		358		373,551
3.625%, 8/15/43		1,735		1,832,594
3.75%, 8/15/41		220		238,975
3.875%, 8/15/40		280		310,625
4.25%, 5/15/39		240		281,813
4.375%, 11/15/39-5/15/41		1,258		1,507,754
4.50%, 8/15/39		220		268,159
4.75%, 2/15/37-2/15/41		401		508,011
5.375%, 2/15/31		650		853,430
6.00%, 2/15/26		762		1,018,460
6.25%, 8/15/23-5/15/30		724		1,016,314
6.875%, 8/15/25		325		460,434
7.25%, 5/15/16-8/15/22		4,093		4,804,908
7.50%, 11/15/16		92		106,950
7.625%, 2/15/25		55		81,228
8.00%, 11/15/21		123		172,267
U.S. Treasury Notes
0.375%, 1/31/16		2,397		2,400,464
0.50%, 7/31/17		1,540		1,519,667
0.75%, 2/28/18-3/31/18		5,625		5,531,415
0.875%, 11/30/16-4/30/17		2,315		2,324,650
1.00%, 9/30/16-5/31/18		5,855		5,851,112
1.25%, 8/31/15-4/30/19		7,249		7,183,501
1.375%, 11/30/15-2/28/19		15,232		15,369,159

18

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)		U.S. $ Value
1.625%, 8/15/22-11/15/22	$	2,090	$	1,979,188
1.75%, 7/31/15-5/15/23		6,700		6,693,746
1.875%, 10/31/17		1,100		1,130,507
2.00%, 4/30/16-2/15/23		3,760		3,711,050
2.125%, 12/31/15-8/15/21		825		836,319
2.25%, 11/30/17		584		606,949
2.375%, 7/31/17		416		433,952
2.50%, 8/15/23-5/15/24		1,924		1,932,348
2.625%, 1/31/18-11/15/20		2,010		2,099,972
2.75%, 5/31/17-11/15/23		2,875		3,029,087
3.00%, 2/28/17		889		942,063
3.125%, 10/31/16-5/15/21		1,111		1,180,543
3.25%, 7/31/16		1,147		1,212,684
3.375%, 11/15/19		1,055		1,146,323
3.625%, 2/15/20-2/15/21		1,425		1,567,596
3.75%, 11/15/18		6,205		6,825,016
Total Governments–Treasuries (cost $93,406,444)				92,904,717
	Shares
INVESTMENT COMPANIES–11.5%
FUNDS AND INVESTMENT TRUSTS–11.5%
iShares Core MSCI Emerging Markets ETF		97,380		5,034,546
iShares MSCI EAFE ETF		40,137		2,744,167
SPDR S&P 500 ETF Trust		174,155		34,085,616
Vanguard Mid-Cap ETF		17,440		2,069,605
Vanguard REIT ETF		66,761		4,996,393
Vanguard Small-Cap ETF		16,580		1,941,850
Total Investment Companies (cost $47,453,766)				50,872,177
RIGHTS–0.0%
TELECOMMUNICATION SERVICES–0.0%
DIVERSIFIED TELECOMMUNICATION SERVICES–0.0%
HKT Trust and HKT Ltd., expiring 7/15/14(b) (cost $0)		3,399		1,004
WARRANTS–0.0%
FINANCIALS–0.0%
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.0%
Sun Hung Kai Properties Ltd., expiring 4/22/16(b) (cost $0)		583	$	761
SHORT-TERM INVESTMENTS–37.2%
INVESTMENT COMPANIES–37.2%
AllianceBernstein Fixed-Income Shares, Inc.–Government STIF Portfolio, 0.07%(c)(d) (Cost $164,673,179)		164,673,179		164,673,179
Total Investments Before Security Lending Collateral for Securities Loaned–98.2% (cost $402,192,991)				434,698,768
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.3%
INVESTMENT COMPANIES–SEC LENDING–0.3%
AllianceBernstein Exchange Reserves–Class I, 0.07%(d) (Cost $1,271,932)		1,271,932		1,271,932
TOTAL INVESTMENTS–98.5% (cost $403,464,923)				435,970,700
Other assets less liabilities–1.5%				6,587,721
NET ASSETS–100.0%			$	442,558,421

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month	Original Value		Value at June 30, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		621	September 2014	$	27,736,876	$	27,482,843		$  (254,033	)
FTSE 100 Index Futures		83	September 2014		9,523,814		9,532,719		8,905
MSCI EAFE Mini Futures		4	September 2014		393,071		393,780		709
Russell 2000 Mini Futures		91	September 2014		10,643,529		10,831,730		188,201
S&P 500 E Mini Futures		5	September 2014		486,276		488,100		1,824

19

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

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2014		Unrealized Appreciation/ (Depreciation)
TOPIX Index Futures		124		September 2014	$	15,170,903	$	15,453,334	$	282,431
U.S. T-Note 10 Yr (CBT) Futures		143		September 2014		17,873,235		17,899,578		26,343
U.S. Ultra Bond (CBT) Futures		44		September 2014		6,483,534		6,597,250		113,716
Sold Contracts
Hang Seng Index Futures		16		July 2014		2,348,209		2,384,806		(36,597	)
SPI 200 Futures		9		September 2014		1,143,795		1,135,924		7,871
									$	339,370

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty & Description	Contract Amount (000)		U.S. $ Value on Origination Date		U.S. $ Value at June 30, 2014		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC Wholesale	USD	2,073	EUR	1,516		9/17/14	$	3,919
Barclays Bank PLC Wholesale	USD	792	SEK	5,306		9/17/14		1,872
Barclays Bank PLC Wholesale	CHF	4,057	USD	4,544		9/17/14		(34,243	)
BNP Paribas SA	AUD	1,098	USD	1,025		9/17/14		(4,607	)
BNP Paribas SA	JPY	449,544	USD	4,414		9/17/14		(26,384	)
Citibank, NA	USD	579	AUD	623		9/17/14		4,847
Credit Suisse International	USD	6,817	GBP	4,071		9/17/14		145,822
HSBC Bank USA	USD	188	CAD	206		9/17/14		4,252
HSBC Bank USA	USD	2,295	JPY	234,860		9/17/14		24,569
Royal Bank of Scotland PLC	USD	544	GBP	324		9/17/14		10,052
Royal Bank of Scotland PLC	USD	458	SEK	3,042		9/17/14		(3,368	)
State Street Bank & Trust Co.	CAD	206	USD	193		9/17/14		105
State Street Bank & Trust Co.	USD	10,091	EUR	7,446		9/17/14		107,404
State Street Bank & Trust Co.	EUR	896	USD	1,219		9/17/14		(8,427	)
State Street Bank & Trust Co.	USD	466	GBP	276		9/17/14		6,189
State Street Bank & Trust Co.	USD	3,369	CHF	3,027		9/17/14		46,452
							$	278,454

CENTRALLY CLEARED CREDIT DEFAULT SWAPS(see Note D)

Clearing Broker/ (Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanely & Co., LLC/(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 06/20/19*		(5.00	)%		3.00	%	$	12,474	$	(1,103,048	)	$	(71,353	)
ITRAXX-XOVER Series 21, 5 Year Index, 06/20/2019*		(5.00	)		2.41		EUR	6,060		(981,005	)		(6,405	)
Sale Contracts
Citigroup Global Markets, Inc./(INTRCONX):
CDX-NAHY Series 22, 5 Year Index, 06/20/19*		5.00			3.00		$	12,474		1,103,048			257,358
ITRAXX-XOVER Series 21, 5 Year Index, 06/20/2019*		5.00			2.41		EUR	6,060		981,005			125,301
									$	–0	–	$	304,901

* Termination date

20

AllianceBernstein Variable Products Series Fund

TOTAL RETURN SWAPS (see Note D)

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 Total Return on Reference Index
Receive	MSCI AC Far East Ex Japan Index		6,741		0.43	%	$	2,471		10/15/14	Bank of America, NA	$	24,898
Receive	MSCI AC Far East Ex Japan Index		8,220		0.38	%		3,013		11/17/14	Bank of America, NA		30,411
Receive	MSCI AC Far East Ex Japan Index		6,978		0.49	%		2,557		12/15/14	Bank of America, NA		25,718
Receive	Russell 2000 Total Return Index		109		0.00	%		595		10/15/14	Bank of America, NA		13,843
Receive	SPDR S&P 500 ETF Trust		24,205		0.42	%		4,703		6/15/15	Bank of America, NA		33,953
Receive	SPDR S&P 500 ETF Trust		30,853		0.42	%		5,994		6/15/15	Bank of America, NA		43,282
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		292		0.53	%		1,182		7/15/14	Deutsche Bank AG London		21,982
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		256		0.56	%		1,036		8/15/14	Deutsche Bank AG London		19,261
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		18		0.66	%		73		10/15/14	Deutsche Bank AG London		1,352
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		181		0.66	%		733		10/15/14	Deutsche Bank AG London		13,594
Receive	FTSE EPRA/NAREIT Developed xUS Net Total Return Index		1,246		0.55	%		4,514		5/15/15	Deutsche Bank AG London		78,348
Receive	Russell 2000 Total Return Index		441		1.00	%		2,319		8/25/14	Goldman Sachs International		146,177
Receive	Standard and Poor’s Midcap 400 Index		1,203		1.00	%		2,301		8/25/14	Goldman Sachs International		112,374
Receive	Standard and Poor’s Midcap 400 Index		426		0.35	%		840		9/15/14	Goldman Sachs International		14,137

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 Total Return on Reference Index (continued)
Receive	Standard and Poor’s Midcap 400 Index		7,247		0.37	%	$	14,221		3/16/15	Goldman Sachs International	$	313,302
Receive	Russell 2000 Total Return Index		140		1.00	%		763		9/15/14	UBS AG		19,768
Receive	FTSE EPRA/NAREIT Developed Real Estate Index		132		0.65	%		534		10/15/14	UBS AG		9,916
Receive	Russell 2000 Total Return Index		65		0.04	%		355		10/15/14	UBS AG		8,255
Receive	Russell 2000 Total Return Index		487		1.00	%		2,660		3/16/15	UBS AG		61,923
Receive	Russell 2000 Total Return Index		30		1.00	%		164		4/15/15	UBS AG		3,814
												$	996,308

* Termination date

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

(b) Non-income producing security.

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

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

Currency Abbreviation:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

JPY—Japanese Yen

SEK—Swedish Krona

USD—United States Dollar

Glossary:

AC—All Country

CBT—Chicago Board of Trade

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

EAFE—Europe, Australia, and Far East

EPRA—European Public Real Estate Association

ETF—Exchange Traded Fund

FTSE—Financial Times Stock Exchange

INTRCONX—Inter-Continental Exchange

MSCI—Morgan Stanley Capital International

NAREIT—National Association of Real Estate Investment Trusts

REG—Registered Shares

REIT—Real Estate Investment Trust

SPDR—Standard & Poor’s Depository Receipt

SPI—Share Price Index

TOPIX—Tokyo Price Index

See notes to financial statements.

22

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $237,519,812)	$	270,025,589	(a)
Affiliated issuers (cost $165,945,111—including investment of cash collateral for securities loaned of $1,271,932)		165,945,111
Cash		65,736
Due from broker		5,397,240	(b)
Foreign currencies, at value (cost $206,119)		207,192
Dividends and interest receivable		1,064,484
Unrealized appreciation on total return swaps		996,308
Receivable for investment securities sold		941,997
Receivable for capital stock sold		575,610
Unrealized appreciation on forward currency exchange contracts		355,483
Receivable for variation margin on futures		279,734
Receivable for terminated centrally cleared interest rate swaps		30
Total assets		445,854,514
LIABILITIES
Payable for investment securities purchased		1,284,917
Payable for collateral received on securities loaned		1,260,754
Advisory fee payable		242,695
Payable for capital stock redeemed		204,769
Distribution fee payable		86,610
Unrealized depreciation on forward currency exchange contracts		77,029
Administrative fee payable		28,292
Collateral due to Securities Lending Agent		11,178
Payable for variation margin on centrally cleared credit default swaps		9,789
Transfer Agent fee payable		211
Accrued expenses		89,849
Total liabilities		3,296,093
NET ASSETS	$	442,558,421
COMPOSITION OF NET ASSETS
Capital stock, at par	$	36,372
Additional paid-in capital		383,701,210
Undistributed net investment income		1,944,217
Accumulated net realized gain on investment and foreign currency transactions		22,448,276
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		34,428,346
	$	442,558,421

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	292,375		23,889	$	12.24
B	$	442,266,046		36,348,380	$	12.17

(a) Includes securities on loan with a value of $1,216,005 (see Note E).

(b) Represents amount on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

23

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $118,589)	$	2,748,940
Affiliated issuers		56,444
Interest		578,909
Securities lending income		38,489
		3,422,782
EXPENSES
Advisory fee (see Note B)		1,424,416
Distribution fee—Class B		508,303
Transfer agency—Class A		2
Transfer agency—Class B		2,590
Custodian		148,098
Audit		28,245
Administrative		27,136
Legal		16,795
Printing		13,582
Directors’ fees		2,299
Miscellaneous		44,462
Total expenses		2,215,928
Net investment income		1,206,854
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		(946,648	)
Futures		6,422,532
Options written		58,682
Swaps		2,196,481
Foreign currency transactions		(305,290	)
Net change in unrealized appreciation/depreciation of:
Investments		9,741,931
Futures		(1,855,914	)
Swaps		868,438
Foreign currency denominated assets and liabilities		127,920
Net gain on investment and foreign currency transactions		16,308,132
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	17,514,986

See notes to financial statements.

24

DYNAMIC ASSET ALLOCATION PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,206,854		$	160,080
Net realized gain on investment and foreign currency transactions		7,425,757			16,052,363
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		8,882,375			17,264,985
Net increase in net assets from operations		17,514,986			33,477,428
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(813	)
Class B		–0	–		(815,668	)
Net realized gain on investment transactions
Class A		–0	–		(794	)
Class B		–0	–		(1,125,059	)
CAPITAL STOCK TRANSACTIONS
Net increase		37,255,538			135,563,246
Total increase		54,770,524			167,098,340
NET ASSETS
Beginning of period		387,787,897			220,689,557
End of period (including undistributed net investment income of $1,944,217 and $737,363, respectively)	$	442,558,421		$	387,787,897

See notes to financial statements.

25

DYNAMIC ASSET ALLOCATION PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

26

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

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

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

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

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

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

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

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

27

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	10,570,695		$	15,269,201		$	39,887		$	25,879,783
Health Care		8,585,043			6,522,363			–0	–		15,107,406
Consumer Discretionary		7,897,251			7,191,162			–0	–		15,088,413
Information Technology		12,162,381			2,723,307			–0	–		14,885,688
Industrials		6,857,471			7,822,812			–0	–		14,680,283
Consumer Staples		6,294,735			6,721,574			–0	–		13,016,309
Energy		7,014,007			4,467,784			–0	–		11,481,791
Materials		2,291,161			4,846,389			–0	–		7,137,550
Telecommunication Services		1,640,402			2,983,455			–0	–		4,623,857
Utilities		2,112,222			2,233,628			–0	–		4,345,850
Governments—Treasuries		–0	–		92,904,717			–0	–		92,904,717
Investment Companies		50,872,177			–0	–		–0	–		50,872,177
Rights		–0	–		–0	–		1,004			1,004
Warrants		761			–0	–		–0	–		761
Short-Term Investments		164,673,179			–0	–		–0	–		164,673,179
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		1,271,932			–0	–		–0	–		1,271,932
Total Investments in Securities		282,243,417			153,686,392			40,891			435,970,700
Other Financial Instruments* :
Assets:
Futures		330,793			299,207			–0	–		630,000	#
Forward Currency Exchange Contracts		–0	–		355,483			–0	–		355,483
Centrally Cleared Credit Default Swaps		–0	–		382,659			–0	–		382,659	#
Total Return Swaps		–0	–		996,308			–0	–		996,308
Liabilities:
Futures		–0	–		(290,630	)		–0	–		(290,630	)#
Forward Currency Exchange Contracts		–0	–		(77,029	)		–0	–		(77,029	)
Centrally Cleared Credit Default Swaps		–0	–		(77,758	)		–0	–		(77,758	)#
Total+	$	282,574,210		$	155,274,632		$	40,891		$	437,889,733

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

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

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

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

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

	Common Stocks			Rights			Total
Balance as of 12/31/13	$	–0	–	$	–0	–	$	–0	–
Accrued discounts/(premiums)		–0	–		–0	–		–0	–
Realized gain (loss)		–0	–		–0	–		–0	–
Change in unrealized appreciation/depreciation		6,901			1,004			7,905

28

AllianceBernstein Variable Products Series Fund

	Common Stocks			Rights			Total
Purchases	$	–0	–	$	–0	–	$	–0	–
Sales		–0	–		–0	–		–0	–
Transfers in to Level 3		32,986			–0	–		32,986
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/14	$	39,887		$	1,004		$	40,891
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/14 *	$	6,901		$	1,004		$	7,905

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

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

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

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

3. Currency Translation

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

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

4. Taxes

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

29

DYNAMIC ASSET ALLOCATION 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 (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 proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .70% of the Portfolio’s average daily net assets. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to .85% and 1.10% of daily average net assets for Class A and Class B shares, respectively. This fee waiver and/or reimbursement will remain in effect until May 1, 2015 and then may be extended by the Adviser for additional one-year terms. For the six months ended June 30, 2014, there was no such reimbursement. Under the agreement, fees waived and expenses borne by the Adviser were subject to repayment by the Fund until April 1, 2014. No repayment would have been made that would have caused the Portfolio’s total annualized operating expenses to exceed the net fee percentage set forth above or would exceed the amount of offering expenses as recorded by the Portfolio on or before April 1, 2012. No repayments were made under this provision.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $27,136.

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, 2014.

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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)		Dividend Income (000)
$	143,078	$	80,373	$	58,778	$	164,673	$	56

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $34,621, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

30

AllianceBernstein Variable Products Series Fund

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	62,853,577	$	41,812,923
U.S. government securities		17,103,123		15,584,157

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

Gross unrealized appreciation	$	34,621,609
Gross unrealized depreciation		(2,115,832	)
Net unrealized appreciation	$	32,505,777

1. Derivative Financial Instruments

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

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

• Futures

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

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or

31

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

counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

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

During the six months ended June 30, 2014, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2014, 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.

The Portfolio may also invest in options on swap agreements, also called “swaptions”. A swaption is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a

32

AllianceBernstein Variable Products Series Fund

market-based “premium”. A receiver swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return on a specified asset, reference rate, or index. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.

During the six months ended June 30, 2014, the Portfolio held purchased options for hedging purposes. During the six months ended June 30, 2014, the Portfolio held written options for hedging purposes.

For the six months ended June 30, 2014, the Portfolio had the following transactions in written options:

	Number of Contracts			Premiums Received
Options written outstanding as of 12/31/13		–0	–	$	–0	–
Options written		33,600			364,632
Options expired		–0	–		–0	–
Options bought back		(33,600	)		(364,632	)
Options exercised		–0	–		–0	–
Options written outstanding as of 6/30/14		–0	–	$	–0	–

• Swaps

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

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

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

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

33

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

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

Interest Rate Swaps:

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

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

During the six months ended June 30, 2014, the Portfolio held interest rate swaps for hedging purposes.

Credit Default Swaps:

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

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

During the six months ended June 30, 2014, the Portfolio held credit default swaps for non-hedging purposes.

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

34

AllianceBernstein Variable Products Series Fund

or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

At June 30, 2014, the Portfolio had Sale Contracts outstanding with Maximum Payout Amounts aggregating $20,771,960, with net unrealized appreciation of $382,659, and terms of less than 5 years, as reflected in the portfolio of investments.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sales Contracts outstanding.

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, 2014, the Portfolio held total return swaps for hedging and non-hedging purposes.

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

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

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. As of June 30, 2014, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $59,443. If a trigger event had occurred at June 30, 2014, for those derivatives in a net liability position, an amount of $59,443 would be required to be posted by the Portfolio.

35

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

At June 30, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	140,059	*
Equity contracts	Receivable/Payable for variation margin on futures		489,941	*	Receivable/Payable for variation margin on futures	$	290,630	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		355,483		Unrealized depreciation on forward currency exchange contracts		77,029
Credit contracts	Receivable/Payable for variation margin on centrally cleared credit default swaps		382,659	*	Receivable/Payable for variation margin on centrally cleared credit default swaps		77,758	*
Equity contracts	Unrealized appreciation on total return swaps		996,308
Total		$	2,364,450			$	445,417

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

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	1,034,798		$	521,235
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures		5,387,734			(2,377,149	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(375,952	)		126,329
Interest rate contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(171,126	)		(103,983	)
Equity contracts	Net realized gain (loss) on investment transactions; Net change in unrealized appreciation/depreciation of investments		(847,236	)		–0	–
Equity contracts	Net realized gain (loss) on options written; Net change in unrealized appreciation/depreciation of options written		58,682			–0	–

36

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 swaps; Net change in unrealized appreciation/depreciation of swaps	$	122,850		$	137,657
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(31,069	)		304,901
Equity contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		2,104,700			425,880
Total		$	7,283,381		$	(965,130	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2014:

Futures:
Average original value of buy contracts	$	96,379,063
Average original value of sale contracts	$	1,878,019
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	23,417,650
Average principal amount of sale contracts	$	10,353,288
Purchased Options:
Average monthly cost	$	467,758	(a)
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	6,250,000	(b)
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	20,771,960	(c)
Average notional amount of sale contracts	$	20,753,324	(d)
Total Return Swaps:
Average notional amount	$	27,499,601

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

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

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

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

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

37

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2014:

Counterparty

Derivative Assets Subject to MA

Derivative Available for Offset

Cash Collateral Received

Securities Collateral Received

Net Amount  of Derivatives Assets

Bank of America, NA

$

172,105

$

–0

–

$

–0

–

$

(172,105

)

$

–0

–

Barclays Bank PLC

5,791

(5,791

)

–0

–

–0

–

–0

–

Citibank, NA

4,847

–0

–

–0

–

–0

–

4,847

Credit Suisse International

145,822

–0

–

–0

–

–0

–

145,822

Deutsche Bank AG London

134,537

–0

–

–0

–

–0

–

134,537

Goldman Sachs International

585,990

–0

–

–0

–

–0

–

585,990

HSBC Bank USA

28,821

–0

–

–0

–

–0

–

28,821

Exchange-Traded Morgan Stanley & Co., LLC*

2,098,466

–0

–

–0

–

–0

–

2,098,466

Exchange-Traded Morgan Stanley & Co., Inc.*

279,734

–0

–

–0

–

–0

–

279,734

Royal Bank of Scotland PLC

10,052

(3,368

)

–0

–

–0

–

6,684

State Street Bank & Trust Co.

160,150

(8,427

)

–0

–

–0

–

151,723

UBS AG

103,676

–0

–

–0

–

–0

–

103,676

Total

$

3,729,991

$

(17,586

)

$

–0

–

$

(172,105

)

$

3,540,300

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged

Securities Collateral Pledged

Net Amount of Derivatives Liabilities

Barclays Bank PLC

$

34,243

$

(5,791

)

$

–0

–

$

–0

–

$

28,452

BNP Paribas SA

30,991

–0

–

–0

–

–0

–

30,991

Exchange-Traded Citigroup Global Markets, Inc.*

2,108,255

–0

–

(885,738

)

–0

–

1,222,517

Royal Bank of Scotland PLC

3,368

(3,368

)

–0

–

–0

–

–0

–

State Street Bank & Trust Co.

8,427

(8,427

)

–0

–

–0

–

–0

–

Total

$

2,185,284

$

(17,586

)

$

(885,738

)

$

–0

–

$

1,281,960

* Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at June 30, 2014.

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any

38

AllianceBernstein Variable Products Series Fund

income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $1,216,005 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $1,271,932. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $38,489 and $734 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	1,054	$	49,639	$	49,421	$	1,272

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		15,224			21,276		$	179,379		$	239,297
Shares issued in reinvestment of dividends and distributions		–0	–		138			–0	–		1,526
Shares redeemed		(14,230	)		(1,016	)		(171,567	)		(11,385	)
Net increase		994			20,398		$	7,812		$	229,438
Class B
Shares sold		5,346,291			15,088,582		$	62,876,392		$	168,096,951
Shares issued in reinvestment of dividends and distributions		–0	–		175,631			–0	–		1,940,727
Shares redeemed		(2,177,378	)		(3,121,224	)		(25,628,666	)		(34,703,870	)
Net increase		3,168,913			12,142,989		$	37,247,726		$	135,333,808

NOTE G: Risks Involved in Investing in the Portfolio

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

Foreign 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.

39

DYNAMIC ASSET ALLOCATION 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.

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

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

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	1,548,285	$	308,471
Net long-term capital gains		394,049		–0	–
Total taxable distributions paid	$	1,942,334	$	308,471

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	10,229,636
Undistributed net capital gain		8,039,709
Accumulated capital and other losses		(21,594	)(a)
Unrealized appreciation/(depreciation)		23,072,425	(b)
Total accumulated earnings/(deficit)	$	41,320,176	(c)

(a) As of December 31, 2013, the Portfolio had cumulative deferred losses on straddles of $21,594.

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

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

40

AllianceBernstein Variable Products Series Fund

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

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

41

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, 2014 (unaudited)			Year Ended December 31,						April 1, 2011(a) to December 31, 2011
				2013			2012
Net asset value, beginning of period		$11.74			$10.53			$9.75			$10.00
Income From Investment Operations
Net investment income (loss) (b)		.05			.03	(c)		(.01)	(c)		.03	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.45			1.26			.81			(.28)
Net increase (decrease) in net asset value from operations		.50			1.29			.80			(.25)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.04)			(.01)			–0	–
Distributions from net realized gain on investment transactions		–0	–		(.04)			(.01)			–0	–
Total dividends and distributions		–0	–		(.08)			(.02)			–0	–
Net asset value, end of period		$12.24			$11.74			$10.53			$9.75
Total Return
Total investment return based on net asset value (d)		4.26	%		12.31	%		8.22	%		(2.50)	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$292			$269			$27			$9,742
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		.84	%^		.85	%		.85	%		.85	%^
Expenses, before waivers/reimbursements		.84	%^		.89	%		1.22	%		2.53	%^
Net investment income (loss)		.83	%^		.31	%(c)		(.14)	%(c)		.36	%(c)^
Portfolio turnover rate		22	%		52	%		51	%		68	%

See footnote summary on page 43.

42

AllianceBernstein Variable Products Series Fund

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

	CLASS B
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,						April 1, 2011(a) to December 31, 2011
				2013			2012
Net asset value, beginning of period		$11.68			$10.49			$9.74			$10.00
Income From Investment Operations
Net investment income (b)		.03			.01	(c)		.01	(c)		.06	(c)
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.46			1.25			.76			(.32	)
Net increase (decrease) in net asset value from operations		.49			1.26			.77			(.26	)
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.03	)		(.01	)		–0	–
Distributions from net realized gain on investment transactions		–0	–		(.04	)		(.01	)		–0	–
Total dividends and distributions		–0	–		(.07	)		(.02	)		–0	–
Net asset value, end of period		$12.17			$11.68			$10.49			$9.74
Total Return
Total investment return based on net asset value (d)		4.19	%		12.04	%		7.90	%		(2.60	)%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$442,266			$387,519			$220,663			$51,687
Ratio to average net assets of:
Expenses, net of waivers/reimbursements		1.09	%^		1.10	%		1.10	%		1.10	%^
Expenses, before waivers/reimbursements		1.09	%^		1.14	%		1.29	%		2.45	%^
Net investment income		.59	%^		.05	%(c)		.12	%(c)		1.02	%(c)^
Portfolio turnover rate		22	%		52	%		51	%		68	%

(a) Commencement of operations.

(b) Based on average shares outstanding.

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

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

^ Annualized.

See notes to financial statements.

43

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Dynamic Asset Allocation Portfolio (the “Portfolio”).^2,3 The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by the August 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement.

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Net Assets 06/30/13 ($MM)		Advisory Fee
Dynamic Asset Allocation Portfolio	$	278.1	0.70% of Average Daily Net Assets

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $49,297 (0.035% of the Portfolio’s average daily net assets) for such services.

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

1 The information in the fee evaluation was completed on July 25, 2013 and discussed with the Board of Directors on August 6-8, 2013.

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

3 The Portfolio commenced operation on April 1, 2011.

44

AllianceBernstein Variable Products Series Fund

Portfolio’s current fiscal year. The agreement for such reimbursement is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. Set forth below are the Portfolio’s gross expense ratios for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio (12/31/12)		Fiscal Year End
Dynamic Asset Allocation Portfolio	Class A     0.85%		1.22%	December 31
	Class B     1.10%		1.29%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.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 June 30, 2013 net assets:⁵

Portfolio	Net Assets 6/30/13 ($MM)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee	Portfolio Advisory Fee
Dynamic Asset Allocation Portfolio	$	278.1	Dynamic Balanced 0.50% on 1st $500 million 0.40% on the balance Minimum Account Size: $250m	0.400%	0.700%

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.

45

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

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

Portfolio	AB Fund	Fee Schedule
Dynamic Asset Allocation Portfolio	Dynamic All Market Fund	0.60% (flat fee)

The Adviser manages the Sanford C. Bernstein Fund, Inc. Overlay Portfolios (the “Overlay Portfolios”), which utilize the Adviser’s dynamic asset allocation strategy. Unlike the Portfolio, the Overlay Portfolios are not designed as stand-alone investments and are used in conjunction with globally diversified Private Client portfolios.⁶ The advisory fee schedules of the Overlay Portfolios are set forth below.

Portfolio	Overlay Portfolio	Fee7
Dynamic Asset Allocation Portfolio	Overlay A Portfolio Tax-Aware Overlay A Portfolio	0.90% (flat rate)
	Overlay B Portfolio Tax-Aware Overlay B Portfolio Tax-Aware Overlay C Portfolio Tax-Aware Overlay N Portfolio	0.65% (flat rate)

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 fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on June 30, 2013 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
Dynamic Asset Allocation Portfolio	Client # 1	0.40% on 1st $250 million 0.35% on next $250 million 0.325% on next $500 million 0.30% on the balance		0.395%		0.700%
	Client # 2	0.40% on first $100 million 0.35% on next $100 million 0.30% on the balance		0.354%		0.700%
	Client # 38	0.35% on first $400 million 0.30% on the balance		0.350%		0.700%
	Client # 4	0.18% on first $500 million 0.15% on next $1 billion 0.12% on the balance		0.180%		0.700%

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

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors

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

7 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.

8 The client is an affiliate of the Adviser.

46

AllianceBernstein Variable Products Series Fund

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 Portfolio’s contractual management fee¹⁰ estimated at the approximate current asset level of the Portfolio to the median of the Portfolio’s Lipper Expense Group (“EG”).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 EG Median (%)		Lipper EG Rank
Dynamic Asset Allocation Portfolio		0.700		0.700		4/7

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.¹³

Portfolio	Total Expense Ratio (%)14		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Dynamic Asset Allocation Portfolio		0.856		0.730		5/7		0.734		6/9

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

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

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

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

9 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of 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 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratios than comparable sized funds that have relatively large average account sizes. In addition, there are limitations in Lipper’s expense category data because different funds categorize expenses differently.

12 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.

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 Class A total expense ratio.

47

DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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 was positive for calendar year 2012.

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter and distributor, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $347,719 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2012, the Adviser incurred distribution expenses in the amount of $901,573 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This amount includes the 12b-1 fees paid by the Portfolio to the Adviser.

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

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of approximately $1,385 from the Portfolio.¹⁵

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

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

48

AllianceBernstein Variable Products Series Fund

AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously, in February 2008, the independent consultant provided the Board of Directors an update of the 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 $435 billion as of June 30, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1 year net performance ranking and return¹⁹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²⁰ for the periods ended May 31, 2013.²¹

Portfolio	Portfolio Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Dynamic Asset Allocation Portfolio
1 year		13.82		16.78		16.64		6/7		7/9

Set forth below are the 1 year and since inception net performance returns of the Portfolio (in bold) versus its benchmark for the periods ended May 31, 2013.²²

	Periods Ending May 31, 2013 Annualized Net Performance (%)
	1 Year (%)		Since- Inception (%)
Dynamic Asset Allocation Portfolio		13.82		5.13
60% MSCI World Index / 40% Barclay’s Capital U.S. Treasury		15.56		6.48
MSCI World Index		27.77		6.87
Barclay’s Capital U.S. Treasury		–0.89		4.96
Inception Date: April 1, 2011

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 performance return of the Portfolio shown was provided by Lipper.

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

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

49

DYNAMIC ASSET ALLOCATION PORTFOLIO
SENIOR OFFICER FEE 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. However, the Senior Officer recommended that the Directors discuss with the Adviser the proposed advisory fee schedule of the Portfolio, which lack potential for sharing economies of scale through breakpoints, should the Portfolio’s assets, which currently remain low, grow to a substantial level. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: September 5, 2013

50

VPS-DAA-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Global Thematic Growth Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,078.60	$	5.05		0.98	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.93	$	4.91		0.98	%
Class B
Actual	$	1,000	$	1,077.30	$	6.34		1.23	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.70	$	6.16		1.23	%

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

1

GLOBAL THEMATIC GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Schlumberger Ltd.	$	3,109,162		2.2	%
Google, Inc.		2,877,836		2.1
Monsanto Co.		2,594,592		1.9
Cie Financiere Richemont SA		2,561,049		1.8
Visa, Inc.—Class A		2,509,556		1.8
Apple, Inc.		2,485,413		1.8
Noble Energy, Inc.		2,381,895		1.7
AIA Group Ltd.		2,364,600		1.7
Kroton Educacional SA		2,352,769		1.7
Roche Holding AG		2,330,022		1.7
	$	25,566,894		18.4	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	34,066,169		24.6	%
Consumer Discretionary		32,575,995		23.5
Health Care		21,460,746		15.5
Consumer Staples		14,180,206		10.2
Financials		13,485,540		9.7
Energy		12,941,968		9.3
Industrials		2,663,173		1.9
Materials		2,594,592		1.9
Telecommunication Services		1,669,314		1.2
Short-Term Investments		3,005,633		2.2
Total Investments	$	138,643,336		100.0	%

* Long-term investments.

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

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

2

GLOBAL THEMATIC GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S.$ VALUE		PERCENT OF TOTAL INVESTMENTS
United States	$	66,312,608		47.8	%
Switzerland		8,301,430		6.0
Hong Kong		7,109,258		5.1
Japan		6,870,762		5.0
United Kingdom		5,628,882		4.1
India		4,608,087		3.3
Netherlands		3,613,569		2.6
Brazil		3,506,333		2.5
France		3,357,967		2.4
Singapore		3,183,757		2.3
Russia		2,579,028		1.9
Italy		2,488,231		1.8
Austria		2,386,173		1.7
Other		15,691,618		11.3
Short-Term Investments		3,005,633		2.2
Total Investments	$	138,643,336		100.0	%

* All data are as of June 30, 2014. 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 1.7% or less in the following countries: Belgium, China, Germany, Indonesia, Mexico, Peru, Philippines, South Africa, Sweden and Taiwan.

3

GLOBAL THEMATIC GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.5%
INFORMATION TECHNOLOGY–24.5%
COMMUNICATIONS EQUIPMENT–2.3%
CalAmp Corp.(a)		56,340	$	1,220,324
QUALCOMM, Inc.		24,200		1,916,640
				3,136,964
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–1.2%
InvenSense, Inc.(a)(b)		75,705		1,717,747
INTERNET SOFTWARE & SERVICES–6.3%
Google, Inc.–Class A(a)		2,481		1,450,566
Google, Inc.–Class C(a)		2,481		1,427,270
LinkedIn Corp.–Class A(a)		9,657		1,655,886
Tencent Holdings Ltd		83,800		1,278,088
Yandex NV–Class A(a)		39,770		1,417,403
Yelp, Inc.(a)		20,476		1,570,099
				8,799,312
IT SERVICES–2.7%
QIWI PLC (Sponsored ADR)		28,803		1,161,625
Visa, Inc.–Class A		11,910		2,509,556
				3,671,181
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.7%
ams AG		7,390		1,226,638
Avago Technologies Ltd.		20,600		1,484,642
MediaTek, Inc.		117,000		1,979,088
NVIDIA Corp.		69,018		1,279,594
NXP Semiconductor NV(a)		29,970		1,983,415
				7,953,377
SOFTWARE–3.8%
NetSuite, Inc.(a)		16,469		1,430,827
Salesforce.com, Inc.(a)		23,342		1,355,703
ServiceNow, Inc.(a)		25,240		1,563,870
Splunk, Inc.(a)		17,778		983,657
				5,334,057
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.5%
Apple, Inc.		26,745		2,485,413
Silicon Graphics International Corp.(a)		100,636		968,118
				3,453,531
				34,066,169
CONSUMER DISCRETIONARY–23.4%
AUTO COMPONENTS–1.3%
Delphi Automotive PLC		26,230		1,803,050
AUTOMOBILES–4.2%
Harley-Davidson, Inc.		25,560	$	1,785,366
Nissan Motor Co., Ltd.		111,400		1,054,897
Tata Motors Ltd.–Class A		300,384		1,474,702
Volkswagen AG (Preference Shares)		6,106		1,599,263
				5,914,228
DIVERSIFIED CONSUMER SERVICES–1.7%
Kroton Educacional SA		83,900		2,352,769
HOTELS, RESTAURANTS & LEISURE–2.9%
Alsea SAB de CV(a)		105,585		379,662
Melco Crown Entertainment Ltd. (ADR)		56,630		2,022,257
Yum! Brands, Inc.		19,550		1,587,460
				3,989,379
INTERNET & CATALOG RETAIL–3.7%
Amazon.com, Inc.(a)		6,733		2,186,744
JD.com, Inc. (ADR)(a)		35,180		1,002,982
Priceline Group, Inc. (The)(a)		1,660		1,996,980
				5,186,706
MEDIA–1.1%
Walt Disney Co. (The)		17,740		1,521,028
MULTILINE RETAIL–1.6%
Lojas Renner SA		36,000		1,153,564
Matahari Department Store Tbk PT		919,000		1,070,165
				2,223,729
SPECIALTY RETAIL–1.8%
Chow Tai Fook Jewellery Group Ltd.		817,400		1,251,548
Fast Retailing Co., Ltd.		3,900		1,284,775
				2,536,323
TEXTILES, APPAREL & LUXURY GOODS–5.1%
Cie Financiere Richemont SA		24,440		2,561,049
NIKE, Inc.–Class B		26,330		2,041,891
Prada SpA(b)		137,200		974,990
Samsonite International SA		446,200		1,470,853
				7,048,783
				32,575,995
HEALTH CARE–15.4%
BIOTECHNOLOGY–2.5%
Cepheid(a)		38,507		1,846,026
Quintiles Transnational Holdings, Inc.(a)		32,118		1,711,568
				3,557,594
HEALTH CARE EQUIPMENT & SUPPLIES–1.9%
Elekta AB–Class B(b)		73,740		936,564
Essilor International SA		15,680		1,661,703
				2,598,267

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
HEALTH CARE PROVIDERS & SERVICES–1.6%
UnitedHealth Group, Inc.		26,590	$	2,173,733
LIFE SCIENCES TOOLS & SERVICES–1.4%
Illumina, Inc.(a)		11,321		2,021,251
PHARMACEUTICALS–8.0%
Allergan, Inc./United States		8,090		1,368,990
Aspen Pharmacare Holdings Ltd.		52,210		1,468,044
Bristol-Myers Squibb Co.		34,830		1,689,603
Kalbe Farma Tbk PT		9,368,000		1,311,401
Perrigo Co. PLC		9,830		1,432,821
Roche Holding AG		7,820		2,330,022
Sun Pharmaceutical Industries Ltd.		131,950		1,509,020
				11,109,901
				21,460,746
CONSUMER STAPLES–10.2%
BEVERAGES–3.0%
Anheuser-Busch InBev NV		17,500		2,010,755
Diageo PLC		65,590		2,088,980
				4,099,735
FOOD PRODUCTS–4.8%
Danone SA		22,812		1,696,264
Mead Johnson Nutrition Co.–Class A		20,830		1,940,731
Nestle SA		21,360		1,655,120
Universal Robina Corp.		384,941		1,360,541
				6,652,656
HOUSEHOLD PRODUCTS–1.3%
Unicharm Corp.		31,200		1,860,186
PERSONAL PRODUCTS–1.1%
Estee Lauder Cos., Inc. (The)–Class A		21,110		1,567,629
				14,180,206
FINANCIALS–9.7%
BANKS–2.0%
Credicorp Ltd.		8,330		1,295,065
UniCredit SpA		180,980		1,513,241
				2,808,306
CAPITAL MARKETS–1.3%
UBS AG(a)		95,810		1,755,239
DIVERSIFIED FINANCIAL SERVICES–2.3%
ING Groep NV(a)		116,170		1,630,154
Intercontinental Exchange, Inc.		8,490		1,603,761
				3,233,915
INSURANCE–1.7%
AIA Group Ltd.		470,000	$	2,364,600
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.2%
Global Logistic Properties Ltd.		784,000		1,699,115
THRIFTS & MORTGAGE FINANCE–1.2%
Housing Development Finance Corp.		98,940		1,624,365
				13,485,540
ENERGY–9.3%
ENERGY EQUIPMENT & SERVICES–4.7%
CAT Oil AG		45,240		1,159,535
Oceaneering International, Inc.		28,610		2,235,299
Schlumberger Ltd.		26,360		3,109,162
				6,503,996
OIL, GAS & CONSUMABLE FUELS–4.6%
BG Group PLC		82,310		1,736,852
Concho Resources, Inc.(a)		16,050		2,319,225
Noble Energy, Inc.		30,750		2,381,895
				6,437,972
				12,941,968
INDUSTRIALS–1.9%
MACHINERY–1.9%
FANUC Corp.		5,800		1,001,590
Proto Labs, Inc.(a)		20,283		1,661,583
				2,663,173
MATERIALS–1.9%
CHEMICALS–1.9%
Monsanto Co.		20,800		2,594,592
TELECOMMUNICATION SERVICES–1.2%
WIRELESS TELECOMMUNICATION SERVICES–1.2%
SoftBank Corp.		22,400		1,669,314
Total Common Stocks (cost $108,475,654)				135,637,703
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.1%
TIME DEPOSIT–2.1%
State Street Time Deposit 0.01%, 7/01/14 (cost $3,005,633)	$	3,006		3,005,633
Total Investments Before Security Lending Collateral for Securities Loaned–99.6% (cost $111,481,287)				138,643,336

5

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

Company	Shares		U.S. $ Value
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.3%
INVESTMENT COMPANIES–2.3%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $3,144,277)		3,144,277	$	3,144,277

Company	Shares	U.S. $ Value
TOTAL INVESTMENTS–101.9% (cost $114,625,564)		$	141,787,613
Other assets less liabilities–(1.9)%			(2,659,176	)
NET ASSETS–100.0%		$	139,128,437

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA		AUD	532		USD	498		9/17/14	$	(800	)
BNP Paribas SA		JPY	249,006		USD	2,457		9/17/14		(2,370	)
Citibank, NA		USD	4,022		AUD	4,325		9/17/14		33,651
Credit Suisse International		CAD	1,022		USD	954		9/17/14		(1,515	)
Credit Suisse International		RUB	22,654		USD	636		9/17/14		(19,812	)
Credit Suisse International		USD	2,902		GBP	1,733		9/17/14		62,076
Goldman Sachs Bank USA		BRL	5,969		USD	2,710		7/02/14		8,586
Goldman Sachs Bank USA		USD	2,698		BRL	5,969		7/02/14		3,053
Goldman Sachs Bank USA		BRL	5,969		USD	2,674		8/04/14		(2,458	)
Goldman Sachs Bank USA		USD	777		BRL	1,726		8/04/14		(3,450	)
HSBC Bank USA		BRL	5,969		USD	2,663		7/02/14		(38,924	)
HSBC Bank USA		USD	2,710		BRL	5,969		7/02/14		(8,586	)
HSBC Bank USA		HKD	43,636		USD	5,630		9/17/14		1,809
HSBC Bank USA		USD	5,133		CAD	5,611		9/17/14		115,803
HSBC Bank USA		USD	1,218		CHF	1,085		9/17/14		6,534
HSBC Bank USA		USD	2,433		JPY	249,006		9/17/14		26,048
Standard Chartered Bank		RUB	41,170		USD	1,173		9/17/14		(18,601	)
State Street Bank & Trust Co.		CHF	3,647		USD	4,061		9/17/14		(54,501	)
State Street Bank & Trust Co.		EUR	964		USD	1,315		9/17/14		(5,731	)
State Street Bank & Trust Co.		USD	3,702		EUR	2,733		9/17/14		41,556
State Street Bank & Trust Co.		USD	3,918		GBP	2,304		9/17/14		23,005
State Street Bank & Trust Co.		USD	340		SEK	2,283		9/17/14		1,025
UBS AG		USD	390		NOK	2,339		9/17/14		(9,601	)
									$	156,797

(a) Non-income producing security.

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

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

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

RUB—Russian Ruble

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

See notes to financial statements.

6

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $111,481,287)	$	138,643,336	(a)
Affiliated issuers (cost $3,144,277—investment of cash collateral for securities loaned)		3,144,277
Foreign currencies, at value (cost $344,175)		345,050
Unrealized appreciation on forward currency exchange contracts		323,146
Receivable for capital stock sold		141,610
Dividends and interest receivable		128,908
Total assets		142,726,327
LIABILITIES
Payable for collateral received on securities loaned		3,144,277
Unrealized depreciation on forward currency exchange contracts		166,349
Payable for capital stock redeemed		91,799
Advisory fee payable		81,065
Administrative fee payable		28,560
Distribution fee payable		20,561
Transfer Agent fee payable		211
Accrued expenses		65,068
Total liabilities		3,597,890
NET ASSETS	$	139,128,437
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,357
Additional paid-in capital		162,567,429
Undistributed net investment income		59,837
Accumulated net realized loss on investment and foreign currency transactions		(50,825,440	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		27,320,254
	$	139,128,437

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	33,136,630		1,480,931	$	22.38
B	$	105,991,807		4,876,333	$	21.74

(a) Includes securities on loan with a value of $3,098,004 (see Note E).

See notes to financial statements.

7

GLOBAL THEMATIC GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $63,683)	$	824,217
Affiliated issuers		912
Interest		101
Securities lending income		41,162
		866,392
EXPENSES
Advisory fee (see Note B)		494,400
Distribution fee—Class B		125,180
Transfer agency—Class A		1,224
Transfer agency—Class B		3,866
Custodian		51,668
Administrative		27,041
Printing		24,593
Audit		18,429
Legal		15,587
Directors’ fees		2,298
Miscellaneous		5,676
Total expenses		769,962
Net investment income		96,430
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		9,840,541
Foreign currency transactions		(119,161	)
Net change in unrealized appreciation/depreciation of:
Investments		(36,102	)
Foreign currency denominated assets and liabilities		158,292
Net gain on investment and foreign currency transactions		9,843,570
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	9,940,000

See notes to financial statements.

8

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

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE IN NET ASSETS FROM OPERATIONS
Net investment income	$	96,430		$	20,715
Net realized gain on investment and foreign currency transactions		9,721,380			10,129,091
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		122,190			16,927,001
Net increase in net assets from operations		9,940,000			27,076,807
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(74,183	)
Class B		–0	–		(19,394	)
Tax return of capital
Class A		–0	–		(6,024	)
Class B		–0	–		(1,575	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(4,394,654	)		(25,487,404	)
Total increase		5,545,346			1,488,227
NET ASSETS
Beginning of period		133,583,091			132,094,864
End of period (including undistributed net investment income of $59,837 and distributions in excess of net investment income of $(36,593), respectively)	$	139,128,437		$	133,583,091

See notes to financial statements.

9

GLOBAL THEMATIC GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties.

Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

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

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AllianceBernstein Variable Products Series Fund

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Information Technology	$	29,582,355		$	4,483,814		$	–0	–	$	34,066,169
Consumer Discretionary		19,833,753			12,742,242			–0	–		32,575,995
Health Care		12,243,992			9,216,754			–0	–		21,460,746
Consumer Staples		3,508,360			10,671,846			–0	–		14,180,206
Financials		4,654,065			8,831,475			–0	–		13,485,540
Energy		10,045,581			2,896,387			–0	–		12,941,968
Industrials		1,661,583			1,001,590			–0	–		2,663,173
Materials		2,594,592			–0	–		–0	–		2,594,592
Telecommunication Services		–0	–		1,669,314			–0	–		1,669,314
Short-Term Investments		–0	–		3,005,633			–0	–		3,005,633
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		3,144,277			–0	–		–0	–		3,144,277
Total Investments in Securities		87,268,558			54,519,055+			–0	–		141,787,613
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		323,146			–0	–		323,146
Liabilities:
Forward Currency Exchange Contracts		–0	–		(166,349	)		–0	–		(166,349	)
Total^	$	87,268,558		$	54,675,852		$	–0	–	$	141,944,410

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

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

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

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

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

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

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AllianceBernstein Variable Products Series Fund

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $27,041.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $60,313, of which $32 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, 2014.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	38,008,598		$	44,279,489
U.S. government securities		–0	–		–0	–

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

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

Gross unrealized appreciation	$	28,512,180
Gross unrealized depreciation		(1,350,131	)
Net unrealized appreciation	$	27,162,049

1. Derivative Financial Instruments

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

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

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2014, the Portfolio held forward currency exchange contracts for hedging purposes.

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

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

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. As of June 30, 2014, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $31,372. If a trigger event had occurred at June 30, 2014, for those derivatives in a net liability position, an amount of $31,372 would be required to be posted by the Portfolio.

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AllianceBernstein Variable Products Series Fund

At June 30, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	323,146	Unrealized depreciation on forward currency exchange contracts	$	166,349
Total		$	323,146		$	166,349

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2014:

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	$	(176,695	)	$	155,168
Total		$	(176,695	)	$	155,168

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2014:

Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	27,245,164
Average principal amount of sale contracts	$	19,208,353

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2014:

Counterparty	Derivative Assets Subject to MA		Derivative Available for Offset			Cash Collateral Received			Securities Collateral Received			Net Amount of Derivatives Assets
Citibank, NA	$	33,651	$	–0	–	$	–0	–	$	–0	–	$	33,651
Credit Suisse International		62,076		(21,327	)		–0	–		–0	–		40,749
Goldman Sachs Bank USA		11,639		(5,908	)		–0	–		–0	–		5,731
HSBC Bank USA		150,194		(47,510	)		–0	–		–0	–		102,684
State Street Bank & Trust Co.		65,586		(60,232	)		–0	–		–0	–		5,354
Total	$	323,146	$	(134,977	)	$	–0	–	$	–0	–	$	188,169
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged			Securities Collateral Pledged			Net Amount of Derivatives Liabilities
BNP Paribas SA	$	3,170	$	–0	–	$	–0	–	$	–0	–	$	3,170
Credit Suisse International		21,327		(21,327	)		–0	–		–0	–		–0	–
Goldman Sachs Bank USA		5,908		(5,908	)		–0	–		–0	–		–0	–
HSBC Bank USA		47,510		(47,510	)		–0	–		–0	–		–0	–
Standard Chartered Bank		18,601		–0	–		–0	–		–0	–		18,601
State Street Bank & Trust Co.		60,232		(60,232	)		–0	–		–0	–		–0	–
UBS AG		9,601											9,601
Total		$166,349	$	(134,977	)	$	–0	–	$	–0	–	$	31,372

15

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

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $3,098,004 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $3,144,277. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $41,162 and $912 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	1,350	$	12,432	$	10,638	$	3,144

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		85,860			144,991		$	1,816,012		$	2,658,807
Shares issued in reinvestment of dividends		–0	–		4,357			–0	–		80,207
Shares redeemed		(156,625	)		(980,306	)		(3,293,545	)		(18,090,881	)
Net decrease		(70,765	)		(830,958	)	$	(1,477,533	)	$	(15,351,867	)
Class B
Shares sold		377,637			638,321		$	7,814,077		$	11,410,760
Shares issued in reinvestment of dividends		–0	–		1,169			–0	–		20,969
Shares redeemed		(525,411	)		(1,208,972	)		(10,731,198	)		(21,567,266	)
Net decrease		(147,774	)		(569,482	)	$	(2,917,121	)	$	(10,135,537	)

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AllianceBernstein Variable Products Series Fund

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	93,577	$	–0	–
Total taxable distributions		93,577		–0	–
Tax return of capital		7,599		–0	–
Total distributions paid	$	101,176	$	–0	–

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(59,972,547	)(a)
Unrealized appreciation/(depreciation)		26,587,198	(b)
Total accumulated earnings/(deficit)	$	(33,385,349	)

(a) As of December 31, 2013, the Portfolio had a net capital loss carryforward of $59,936,202. During the fiscal year, the Portfolio utilized $7,576,730 of capital loss carryforwards to offset current year net realized gains. At December 31, 2013, the Portfolio had a qualified late-year ordinary loss deferral of $36,345 which is deemed to arise on January 1, 2014.

(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.

17

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. 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, 2013, the Portfolio had a net capital loss carryforward of $59,936,202 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$28,312,496	n/a	2016
18,800,560	n/a	2017
10,133,887	$2,689,259	No expiration

NOTE J: Subsequent Events

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

18

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,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$20.75			$16.88			$14.87			$19.47			$16.73			$10.90
Income From Investment Operations
Net investment income (a)		.03			.04			.13			.02			.12			.07
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.60			3.88			1.88			(4.52	)		2.98			5.76
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		1.63			3.92			2.01			(4.50	)		3.10			5.83
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.05	)		–0	–		(.10	)		(.36	)		–0	–
Tax return of capital		–0	–		(.00	)(b)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		(.05	)		–0	–		(.10	)		(.36	)		–0	–
Net asset value, end of period		$22.38			$20.75			$16.88			$14.87			$19.47			$16.73
Total Return
Total investment return based on net asset value (c)		7.86	%		23.26	%*		13.52	%*		(23.23	)%*		18.93	%*		53.49	%*†
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$33,136			$32,195			$40,231			$42,094			$66,302			$65,358
Ratio to average net assets of:
Expenses		.98	%^		.98	%		.99	%		.94	%		.99	%+		1.00	%
Net investment income		.33	%^		.22	%		.83	%		.10	%		.69	%+		.52	%
Portfolio turnover rate		29	%		96	%		152	%		163	%		117	%		215	%

See footnote summary on page 20.

19

GLOBAL THEMATIC 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,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$20.18			$16.42			$14.50			$18.99			$16.34			$10.67
Income From Investment Operations
Net investment income (loss) (a)		.01			(.01	)		.09			(.03	)		.07			.04
Net realized and unrealized gain (loss) on investment and foreign currency transactions		1.55			3.77			1.83			(4.40	)		2.90			5.63
Contributions from Adviser		–0	–		–0	–		–0	–		–0	–		–0	–		.00	(b)
Net increase (decrease) in net asset value from operations		1.56			3.76			1.92			(4.43	)		2.97			5.67
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.00	)(b)		–0	–		(.06	)		(.32	)		–0	–
Tax return of capital		–0	–		(.00	)(b)		–0	–		–0	–		–0	–		–0	–
Total dividends and distributions		–0	–		–0	–		–0	–		(.06	)		(.32	)		–0	–
Net asset value, end of period		$21.74			$20.18			$16.42			$14.50			$18.99			$16.34
Total Return
Total investment return based on net asset value (c)		7.73	%		22.93	%*		13.24	%*		(23.41	)%*		18.58	%*		53.14	%*†
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$105,992			$101,388			$91,864			$99,084			$141,649			$141,536
Ratio to average net assets of:
Expenses		1.23	%^		1.23	%		1.24	%		1.19	%		1.24	%+		1.25	%
Net investment income (loss)		.09	%^		(.06	)%		.58	%		(.14	)%		.44	%+		.27	%
Portfolio turnover rate		29	%		96	%		152	%		163	%		117	%		215	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2013, December 31, 2012, December 31, 2011, December 31, 2010 and December 31, 2009 by 0.05%, 0.07%, 0.04%, 0.04% and 0.15%, 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%.

^ Annualized.

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

See notes to financial statements.

20

GLOBAL THEMATIC 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 Global Thematic Growth Portfolio (formerly named AllianceBernstein Global Technology Portfolio) (the “Portfolio”) at a meeting held on May 5-8, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, will result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts

21

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

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

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International (MSCI) All Country (AC) World Index (Net) and the MSCI World Index (Net), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014, and (in the case of comparisons with the MSCI World Index) the period since inception (January 1996 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 5th quintile of the Performance Group and the Performance Universe for the 3- and 5-year periods, and 3rd out of 3 of the Performance Group and in the 5th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the indices in the 1-year period and lagged them in all other periods. The directors also noted that at the February 2009 meetings, they had approved modifications to the Portfolio’s investment strategy and policies, including a new benchmark, the MSCI AC World Index, and a name change to AllianceBernstein Global Thematic Growth Portfolio from AllianceBernstein Global Technology Portfolio effective May 1, 2009. As a result, the directors gave less weight to the Portfolio’s investment performance prior to May 2009. Based on their review, the directors concluded that the Portfolio’s recent performance was acceptable. The directors determined to continue to monitor the Portfolio’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was lower than the Expense Group median. The directors noted that the administrative expense reimbursement was 4.1 basis points in the Portfolio’s latest fiscal year and that as a result the rate of compensation received by the Adviser pursuant to the Advisory Agreement was higher than the Expense Group median.

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

22

AllianceBernstein Variable Products Series Fund

same as that for its Corresponding Fund except that the Portfolio’s fee rate is a monthly fee based on average daily net assets whereas the Corresponding Fund’s fee rate is a quarterly fee based on net asset value at the end of each quarter.

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

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

The directors noted that the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s relatively small asset base of approximately $133 million impacted the Portfolio’s expense ratio. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

23

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

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/14 ($MIL)
Global Thematic Growth Portfolio	Specialty	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$132.9

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,101 (0.041% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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.

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
Global Thematic Growth Portfolio	Class A     0.98%		December 31
	Class B    1.23%

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, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Global Thematic Growth Portfolio	$132.9	Global Thematic Research Schedule		0.550	%		0.750	%
		0.80% on 1st $25m
		0.60% on next $25m
		0.50% on next $50m
		0.40% on the balance
		Minimum account size $25m

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.

25

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

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

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

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

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

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁹ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

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

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

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

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

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

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

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

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

26

AllianceBernstein Variable Products Series Fund

expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹²

Portfolio	Contractual Management Fee  (%)13		Lipper EG Median (%)		Lipper EG Rank
Global Thematic Growth Portfolio14		0.750		0.754		4/10

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

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Global Thematic Growth Portfolio16		0.977		0.906		7/10		0.891		11/15

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $235,491 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $547,931 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

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

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

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

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

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

27

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

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

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

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared

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

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.

28

AllianceBernstein Variable Products Series Fund

the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2014.²³

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Global Thematic Growth Portfolio24
1 year		26.45		26.21		22.81		2/5		4/15
3 year		2.86		10.36		10.35		5/5		14/14
5 year		17.89		20.80		21.55		5/5		13/13
10 year		4.21		6.86		7.85		3/3		9/9

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²⁶ versus its benchmarks.²⁷ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown²⁸

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Global Thematic Growth Portfolio24		26.45		2.86		17.89		4.21		5.35		20.62		0.89		5
MSCI AC World Index		18.16		8.35		19.58		6.87		N/A		16.36		1.17		5
MSCI World (Net) Index25		21.68		9.81		19.98		6.75		6.45		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: June 5, 2014

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

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

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

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

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

27 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

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

29

VPS-GTG-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,042.20	$	5.37		1.06	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.54	$	5.31		1.06	%
Class B
Actual	$	1,000	$	1,040.90	$	6.63		1.31	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.30	$	6.56		1.31	%

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

1

GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.	$	3,883,526		5.3	%
Apple, Inc.		3,352,450		4.6
Visa, Inc.—Class A		2,800,336		3.8
Allergan, Inc./United States		2,551,838		3.5
Comcast Corp.—Class A		2,492,362		3.4
Gilead Sciences, Inc.		2,369,568		3.2
Schlumberger Ltd.		2,310,051		3.1
Starbucks Corp.		1,870,275		2.5
Priceline Group, Inc. (The)		1,804,500		2.5
Lowe’s Cos., Inc.		1,798,185		2.4
	$	25,233,091		34.3	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	18,738,468		25.7	%
Consumer Discretionary		16,778,558		23.0
Health Care		12,812,234		17.6
Industrials		8,491,127		11.6
Consumer Staples		7,699,046		10.5
Energy		4,063,195		5.6
Financials		3,443,775		4.7
Materials		934,303		1.3
Total Investments	$	72,960,706		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments and may vary over time.

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

2

GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–9.3%
INFORMATION TECHNOLOGY–25.5%
COMMUNICATIONS EQUIPMENT–1.5%
F5 Networks, Inc.(a)		10,230	$	1,140,031
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.7%
Amphenol Corp.–Class A		5,730		552,028
INTERNET SOFTWARE & SERVICES–7.4%
CoStar Group, Inc.(a)		2,590		409,661
Facebook, Inc.–Class A(a)		16,800		1,130,472
Google, Inc.–Class A(a)		3,472		2,029,974
Google, Inc.–Class C(a)		3,222		1,853,552
				5,423,659
IT SERVICES–5.2%
Cognizant Technology Solutions Corp.–Class A(a)		20,980		1,026,132
Visa, Inc.–Class A		13,290		2,800,336
				3,826,468
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–0.8%
NXP Semiconductor NV(a)		8,470		560,545
SOFTWARE–5.3%
ANSYS, Inc.(a)		12,260		929,553
Aspen Technology, Inc.(a)		19,180		889,952
Concur Technologies, Inc.(a)		5,810		542,305
Informatica Corp.(a)		17,730		632,075
Tableau Software, Inc.–Class A(a)		4,740		338,104
Ultimate Software Group, Inc. (The)(a)		3,990		551,298
				3,883,287
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–4.6%
Apple, Inc.		36,075		3,352,450
				18,738,468
CONSUMER DISCRETIONARY–22.8%
AUTOMOBILES–1.1%
Harley-Davidson, Inc.		11,670		815,149
HOTELS, RESTAURANTS & LEISURE–2.5%
Starbucks Corp.		24,170		1,870,275
INTERNET & CATALOG RETAIL–3.9%
HSN, Inc.		8,970		531,383
Priceline Group, Inc. (The)(a)		1,500		1,804,500
TripAdvisor, Inc.(a)		4,740		515,048
				2,850,931
LEISURE PRODUCTS–0.8%
Polaris Industries, Inc.		4,270	$	556,125
MEDIA–6.5%
AMC Networks, Inc.–Class A(a)		7,359		452,505
Comcast Corp.–Class A		46,430		2,492,362
Liberty Media Corp.–Class A(a)		5,870		802,312
Viacom, Inc.–Class B		12,110		1,050,300
				4,797,479
SPECIALTY RETAIL–4.9%
Five Below, Inc.(a)		7,890		314,890
Lowe’s Cos., Inc.		37,470		1,798,185
O’Reilly Automotive, Inc.(a)		3,430		516,558
Tractor Supply Co.		9,020		544,808
Urban Outfitters, Inc.(a)		12,640		427,991
				3,602,432
TEXTILES, APPAREL & LUXURY GOODS–3.1%
Michael Kors Holdings Ltd.(a)		12,107		1,073,285
NIKE, Inc.–Class B		15,640		1,212,882
				2,286,167
				16,778,558
HEALTH CARE–17.4%
BIOTECHNOLOGY–7.8%
Biogen Idec, Inc.(a)		4,680		1,475,651
Gilead Sciences, Inc.(a)		28,580		2,369,568
Quintiles Transnational Holdings, Inc.(a)		26,374		1,405,471
Vertex Pharmaceuticals, Inc.(a)		4,730		447,836
				5,698,526
HEALTH CARE EQUIPMENT & SUPPLIES–2.1%
HeartWare International, Inc.(a)		3,940		348,690
Intuitive Surgical, Inc.(a)		2,990		1,231,282
				1,579,972
HEALTH CARE PROVIDERS & SERVICES–2.4%
McKesson Corp.		3,720		692,701
UnitedHealth Group, Inc.		13,200		1,079,100
				1,771,801
PHARMACEUTICALS–5.1%
Allergan, Inc./United States		15,080		2,551,838
Bristol-Myers Squibb Co.		13,730		666,042
Endo International PLC(a)		7,770		544,055
				3,761,935
				12,812,234
INDUSTRIALS–11.6%
AEROSPACE & DEFENSE–2.7%
Boeing Co. (The)		9,370		1,192,145
Precision Castparts Corp.		3,140		792,536
				1,984,681
AIRLINES–1.3%
Copa Holdings SA–Class A		6,740		960,922

3

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

Company	Shares		U.S. $ Value
ELECTRICAL EQUIPMENT–1.2%
AMETEK, Inc.		15,870	$	829,684
INDUSTRIAL CONGLOMERATES–2.0%
Danaher Corp.		18,730		1,474,613
MACHINERY–2.2%
Lincoln Electric Holdings, Inc.		8,850		618,438
Parker Hannifin Corp.		8,080		1,015,898
				1,634,336
MARINE–0.7%
Kirby Corp.(a)		4,370		511,902
PROFESSIONAL SERVICES–1.5%
Nielsen NV		7,590		367,432
Robert Half International, Inc.		15,240		727,557
				1,094,989
				8,491,127
CONSUMER STAPLES–10.5%
BEVERAGES–1.7%
Monster Beverage Corp.(a)		17,460		1,240,184
FOOD & STAPLES RETAILING–4.5%
Costco Wholesale Corp.		11,150		1,284,034
CVS Caremark Corp.		19,570		1,474,991
Sprouts Farmers Market, Inc.(a)		17,000		556,240
				3,315,265
FOOD PRODUCTS–2.7%
Keurig Green Mountain, Inc.		9,150		1,140,181
Mead Johnson Nutrition Co.–Class A		9,340		870,208
				2,010,389
PERSONAL PRODUCTS–1.6%
Estee Lauder Cos., Inc. (The)–Class A		15,260		1,133,208
				7,699,046
ENERGY–5.5%
ENERGY EQUIPMENT & SERVICES–3.1%
Schlumberger Ltd.		19,585	$	2,310,051
OIL, GAS & CONSUMABLE FUELS–2.4%
Antero Resources Corp.(a)		6,792		445,759
Noble Energy, Inc.		5,900		457,014
Range Resources Corp.		9,780		850,371
				1,753,144
				4,063,195
FINANCIALS–4.7%
CAPITAL MARKETS–3.3%
Affiliated Managers Group, Inc.(a)		4,310		885,274
BlackRock, Inc.–Class A		3,760		1,201,696
Waddell & Reed Financial, Inc.–Class A		5,350		334,856
				2,421,826
DIVERSIFIED FINANCIAL SERVICES–1.4%
Intercontinental Exchange, Inc.		5,410		1,021,949
				3,443,775
MATERIALS–1.3%
CHEMICALS–1.3%
Monsanto Co.		7,490		934,303
TOTAL INVESTMENTS–99.3% (cost $55,680,915)				72,960,706
Other assets less liabilities–0.7%				532,376
NET ASSETS–100.0%			$	73,493,082

(a) Non-income producing security.

See notes to financial statements.

4

GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $55,680,915)	$	72,960,706
Foreign currencies, at value (cost $15,784)		16,465
Receivable for investment securities sold		1,623,753
Receivable for capital stock sold		183,439
Dividends receivable		35,136
Total assets		74,819,499
LIABILITIES
Due to custodian		239,371
Payable for investment securities purchased		922,925
Advisory fee payable		43,538
Payable for capital stock redeemed		31,314
Administrative fee payable		28,560
Distribution fee payable		9,182
Transfer Agent fee payable		211
Accrued expenses		51,316
Total liabilities		1,326,417
NET ASSETS	$	73,493,082
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,320
Additional paid-in capital		46,144,567
Accumulated net investment loss		(165,700	)
Accumulated net realized gain on investment and foreign currency transactions		10,231,423
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		17,280,472
	$	73,493,082

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	26,964,175		833,765	$	32.34
B	$	46,528,907		1,486,122	$	31.31

See notes to financial statements.

5

GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	297,199
Affiliated issuers		61
Interest		58
Securities lending income		651
		297,969
EXPENSES
Advisory fee (see Note B)		284,682
Distribution fee—Class B		60,918
Transfer agency—Class A		1,136
Transfer agency—Class B		2,036
Custodian		37,222
Administrative		27,041
Audit		16,825
Legal		14,673
Printing		14,166
Directors’ fees		2,298
Miscellaneous		2,672
Total expenses		463,669
Net investment loss		(165,700	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on investment transactions		8,925,231
Net change in unrealized appreciation/depreciation of:
Investments		(5,873,465	)
Foreign currency denominated assets and liabilities		(77	)
Net gain on investment and foreign currency transactions		3,051,689
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	2,885,989

See notes to financial statements.

6

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

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(165,700	)	$	(200,002	)
Net realized gain on investment and foreign currency transactions		8,925,231			11,070,044
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(5,873,542	)		11,287,299
Net increase in net assets from operations		2,885,989			22,157,341
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(74,011	)
Class B		–0	–		(12,958	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(10,036,163	)		(13,595,024	)
Total increase (decrease)		(7,150,174	)		8,475,348
NET ASSETS
Beginning of period		80,643,256			72,167,908
End of period (including accumulated net investment loss of ($165,700) and ($0), respectively)	$	73,493,082		$	80,643,256

See notes to financial statements.

7

GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

8

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

72,960,706

$

–0

–

$

–0

–

$

72,960,706

Total Investments in Securities

72,960,706

–0

–

–0

–

72,960,706

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

72,960,706

$

–0

–

$

–0

–

$

72,960,706

* See Portfolio of Investments for sector classifications.

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

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

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

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

9

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

10

AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $27,041.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $22,592, of which $173 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, 2014.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	27,124,388		$	35,875,315
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	$	17,708,297
Gross unrealized depreciation		(428,506	)
Net unrealized appreciation	$	17,279,791

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, 2014.

11

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

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of June 30, 2014, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $651 and $61 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	799	$	438	$	1,237	$	0

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		12,474			64,176		$	387,519		$	1,713,830
Shares issued in reinvestment of dividends		–0	–		2,773			–0	–		74,011
Shares redeemed		(101,938	)		(230,016	)		(3,152,062	)		(6,162,190	)
Net decrease		(89,464	)		(163,067	)	$	(2,764,543	)	$	(4,374,349	)
Class B
Shares sold		18,158			45,133		$	556,922		$	1,138,194
Shares issued in reinvestment of dividends		–0	–		500			–0	–		12,958
Shares redeemed		(260,567	)		(403,357	)		(7,828,542	)		(10,371,827	)
Net decrease		(242,409	)		(357,724	)	$	(7,271,620	)	$	(9,220,675	)

12

AllianceBernstein Variable Products Series Fund

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	84,956	$	15,259
Net long-term capital gains		2,013		–0	–
Total taxable distributions paid	$	86,969	$	15,259

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed capital gains	$	1,398,394
Accumulated capital and other losses		–0	–(a)
Unrealized appreciation/(depreciation)		23,061,813	(b)
Total accumulated earnings/(deficit)	$	24,460,207

(a) During the fiscal year ended December 31, 2013, the Portfolio utilized $9,116,078 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.

13

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

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

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, 2014 (unaudited)
				Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$31.03			$23.22			$20.40			$20.15			$17.56			$13.19
Income From Investment Operations
Net investment income (loss) (a)		(.04	)		(.03	)		.06			.03			.03			.04
Net realized and unrealized gain on investment and foreign currency transactions		1.35			7.92			2.77			.22			2.61			4.33
Net increase in net asset value from operations		1.31			7.89			2.83			.25			2.64			4.37
Less: Dividends
Dividends from net investment income		–0	–		(.08	)		(.01	)		–0	–		(.05	)		–0	–
Net asset value, end of period		$32.34			$31.03			$23.22			$20.40			$20.15			$17.56
Total Return
Total investment return based on net asset value (b)*		4.22	%		34.01	%		13.89	%		1.24	%		15.06	%		33.13	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$26,964			$28,650			$25,220			$30,833			$37,198			$37,948
Ratio to average net assets of:
Expenses		1.06	%^		1.06	%		1.06	%		1.00	%		1.00	%+		1.06	%
Net investment income (loss)		(.28	)%^		(.10	)%		.27	%		.17	%		.15	%+		.28	%
Portfolio turnover rate		36	%		63	%		83	%		97	%		121	%		197	%

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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$30.08			$22.50			$19.81			$19.62			$17.10			$12.88
Income From Investment Operations
Net investment income (loss) (a)		(.08	)		(.09	)		.01			(.02	)		(.02	)		.01
Net realized and unrealized gain on investment and foreign currency transactions		1.31			7.68			2.68			.21			2.55			4.21
Net increase in net asset value from operations		1.23			7.59			2.69			.19			2.53			4.22
Less: Dividends
Dividends from net investment income		–0	–		(.01	)		–0	–		–0	–		(.01	)		–0	–
Net asset value, end of period		$31.31			$30.08			$22.50			$19.81			$19.62			$17.10
Total Return
Total investment return based on net asset value (b)*		4.09	%		33.72	%		13.58	%		.97	%		14.80	%		32.76	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$46,529			$51,993			$46,948			$51,114			$61,325			$63,368
Ratio to average net assets of:
Expenses		1.31	%^		1.31	%		1.31	%		1.25	%		1.25	%+		1.31	%
Net investment income (loss)		(.53	)%^		(.35	)%		.03	%		(.08	)%		(.10	)%+		.04	%
Portfolio turnover rate		36	%		63	%		83	%		97	%		121	%		197	%

(a) Based on average shares outstanding.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2014 and years ended December 31, 2013, December 31, 2012, December 31, 2011, December 31, 2010 and December 31, 2009 by 0.01%, 0.06%, 0.28%, 0.07%, 0.22% and 0.41%, respectively.

^ Annualized.

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

See notes to financial statements.

16

GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

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

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Growth Portfolio (the “Portfolio”) at a meeting held on May 5-8, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

17

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 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 3000 Growth Index (the Portfolio’s primary benchmark since April 1, 2013) and the Russell 1000 Growth Index (the Portfolio’s prior primary benchmark), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the indices) the period since inception (September 1994 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and 4th quintile of 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 in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the indices in the 1-year period and the period since inception but lagged them in all other periods. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance, the directors retained confidence in the Adviser’s ability to manage the Portfolio’s assets.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 7.1 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of total compensation received by the Adviser from the Portfolio pursuant to the Advisory Agreement was higher than the Expense Group median.

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

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

18

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 the Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors also noted that the Portfolio’s relatively small asset base of approximately $77 million impacted the expense ratio in absolute terms. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Growth Portfolio	Growth	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$76.7

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,090 (0.071% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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

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

Portfolio	Total Expense Ratio	Fiscal Year
Growth Portfolio	Class A     1.06%		December 31
	Class B     1.31%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Growth Portfolio	$76.7	U.S. Growth Schedule 0.80% on 1st $25m 0.50% on next $25m 0.40% on next $50m 0.30% on next $100m 0.25% on the balance Minimum account size $25m		0.563	%		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

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

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

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

The 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	0.75%

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers⁷. Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

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

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Growth Portfolio		0.750		0.750		5/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”).

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

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

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

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

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

22

AllianceBernstein Variable Products Series Fund

The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth Portfolio		1.064		0.846		11/11		0.788		66/67

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $122,506 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $271,765 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

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

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

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

23

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

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

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

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2014.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Growth Portfolio
1 year		30.76		33.38		32.77		11/12		57/89
3 year		14.10		14.72		14.66		8/11		50/82
5 year		22.36		22.74		22.98		9/11		50/77
10 year		6.49		7.68		7.69		7/9		54/64

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

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth Portfolio		30.76		14.10		22.36		6.49		8.72		16.43		0.36		10
Russell 1000 Growth Index		29.14		15.06		24.02		7.77		8.63		15.03		0.46		10
Russell 3000 Growth Index		29.76		15.13		24.33		7.89		8.68		N/A		N/A		N/A
Inception Date: September 15, 1994

CONCLUSION:

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

Dated: June 5, 2014

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

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

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

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

25

VPS-GTH-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Growth & Income Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,041.00	$	3.09		0.61	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,021.77	$	3.06		0.61	%
Class B
Actual	$	1,000	$	1,040.00	$	4.35		0.86	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.53	$	4.31		0.86	%

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

1

GROWTH & INCOME PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Berkshire Hathaway, Inc.—Class B	$	41,227,173		4.8	%
Comcast Corp.—Class A		30,650,743		3.5
UnitedHealth Group, Inc.		27,649,485		3.2
Pfizer, Inc.		27,419,868		3.2
Verizon Communications, Inc.		27,331,809		3.2
Wells Fargo & Co.		26,608,500		3.1
Apple, Inc.		26,557,071		3.1
Copa Holdings SA—Class A		25,115,131		2.9
CVS Caremark Corp.		25,076,127		2.9
Merck & Co., Inc.		24,546,854		2.8
	$	282,182,761		32.7	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	176,280,824		20.1	%
Health Care		128,607,921		14.7
Industrials		110,401,103		12.6
Information Technology		100,688,686		11.5
Consumer Discretionary		99,661,325		11.4
Energy		99,290,621		11.3
Telecommunication Services		27,331,809		3.1
Consumer Staples		25,076,127		2.8
Utilities		16,073,263		1.8
Materials		14,590,010		1.7
Short-Term Investments		78,886,598		9.0
Total Investments	$	876,888,287		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

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

2

GROWTH & INCOME PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–92.5%
FINANCIALS–20.4%
BANKS–5.5%
JPMorgan Chase & Co.		362,720	$	20,899,927
Wells Fargo & Co.		506,250		26,608,500
				47,508,427
CAPITAL MARKETS–3.6%
BlackRock, Inc.–Class A		43,680		13,960,128
Goldman Sachs Group, Inc. (The)		62,510		10,466,674
State Street Corp.		100,900		6,786,534
				31,213,336
CONSUMER FINANCE–0.6%
Capital One Financial Corp.		68,150		5,629,190
DIVERSIFIED FINANCIAL SERVICES–4.8%
Berkshire Hathaway, Inc.–Class B(a)		325,752		41,227,173
INSURANCE–5.9%
ACE Ltd.		164,870		17,097,019
Allstate Corp. (The)		145,410		8,538,475
Aon PLC		77,140		6,949,543
Hartford Financial Services Group, Inc. (The)		224,610		8,043,284
MetLife, Inc.		60,972		3,387,605
Validus Holdings Ltd.		86,930		3,324,203
WR Berkley Corp.		72,610		3,362,569
				50,702,698
				176,280,824
HEALTH CARE–14.9%
HEALTH CARE EQUIPMENT & SUPPLIES–2.8%
Abbott Laboratories		292,490		11,962,841
Medtronic, Inc.		195,780		12,482,933
				24,445,774
HEALTH CARE PROVIDERS & SERVICES–3.2%
UnitedHealth Group, Inc.		338,220		27,649,485
PHARMACEUTICALS–8.9%
Bristol-Myers Squibb Co.		108,230		5,250,237
Eli Lilly & Co.		310,370		19,295,703
Merck & Co., Inc.		424,319		24,546,854
Pfizer, Inc.		923,850		27,419,868
				76,512,662
				128,607,921
INDUSTRIALS–12.8%
AEROSPACE & DEFENSE–4.0%
Boeing Co. (The)		104,310		13,271,361
Raytheon Co.		225,750		20,825,438
				34,096,799
AIRLINES–4.2%
Copa Holdings SA–Class A		176,160		25,115,131
Delta Air Lines, Inc.		298,540		11,559,469
				36,674,600
INDUSTRIAL CONGLOMERATES–2.5%
General Electric Co.		804,980	$	21,154,874
MACHINERY–1.8%
Actuant Corp.–Class A		261,220		9,030,375
Parker Hannifin Corp.		52,320		6,578,194
				15,608,569
TRADING COMPANIES & DISTRIBUTORS–0.3%
WESCO International, Inc.(a)		33,182		2,866,261
				110,401,103
INFORMATION TECHNOLOGY–11.7%
COMMUNICATIONS EQUIPMENT–0.4%
Cisco Systems, Inc.		138,650		3,445,452
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–2.8%
Avnet, Inc.		114,280		5,063,747
FLIR Systems, Inc.		97,300		3,379,229
TE Connectivity Ltd.		245,310		15,169,970
				23,612,946
IT SERVICES–0.8%
Amdocs Ltd.		148,604		6,884,823
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–1.2%
NVIDIA Corp.		557,640		10,338,646
SOFTWARE–2.8%
Activision Blizzard, Inc.		148,940		3,321,362
Check Point Software Technologies Ltd.(a)		104,801		7,024,811
Microsoft Corp.		335,250		13,979,925
				24,326,098
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–3.7%
Apple, Inc.		285,775		26,557,071
NetApp, Inc.		151,250		5,523,650
				32,080,721
				100,688,686
CONSUMER DISCRETIONARY–11.5%
AUTO COMPONENTS–0.3%
Gentex Corp./MI		99,010		2,880,201
INTERNET & CATALOG RETAIL–1.6%
Liberty Interactive Corp.–Class A(a)		464,158		13,627,679
MEDIA–9.0%
Comcast Corp.–Class A		570,990		30,650,743

3

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

Company	Shares		U.S. $ Value
Scripps Networks Interactive, Inc.–Class A		99,730	$	8,092,092
Time Warner Cable, Inc.–Class A		149,389		22,005,000
Time Warner, Inc.		101,570		7,135,292
Viacom, Inc.–Class B		117,860		10,221,998
				78,105,125
MULTILINE RETAIL–0.6%
Macy’s, Inc.		87,010		5,048,320
				99,661,325
ENERGY–11.5%
ENERGY EQUIPMENT & SERVICES–1.8%
Cameron International Corp.(a)		103,600		7,014,756
National Oilwell Varco, Inc.		60,617		4,991,810
Schlumberger Ltd.		31,440		3,708,348
				15,714,914
OIL, GAS & CONSUMABLE FUELS–9.7%
Chevron Corp.		110,160		14,381,388
ConocoPhillips		96,750		8,294,377
Exxon Mobil Corp.		214,420		21,587,806
HollyFrontier Corp.		106,830		4,667,403
Marathon Oil Corp.		517,750		20,668,580
Occidental Petroleum Corp.		136,180		13,976,153
				83,575,707
				99,290,621
TELECOMMUNICATION SERVICES–3.2%
DIVERSIFIED TELECOMMUNICATION SERVICES–3.2%
Verizon Communications, Inc.		558,590		27,331,809
CONSUMER STAPLES–2.9%
FOOD & STAPLES RETAILING–2.9%
CVS Caremark Corp.		332,707		25,076,127
UTILITIES–1.9%
ELECTRIC UTILITIES–1.3%
Great Plains Energy, Inc.		399,610		10,737,521
MULTI-UTILITIES–0.6%
Wisconsin Energy Corp.		113,720		5,335,742
				16,073,263
MATERIALS–1.7%
CHEMICALS–0.4%
Eastman Chemical Co.		37,640		3,287,854
METALS & MINING–0.4%
BHP Billiton Ltd. (Sponsored ADR)(b)		47,940		3,281,493
PAPER & FOREST PRODUCTS–0.9%
Domtar Corp.		187,180		8,020,663
				14,590,010
Total Common Stocks (cost $606,246,960)				798,001,689
SHORT-TERM INVESTMENTS–9.2%
TIME DEPOSIT–9.2%
State Street Time Deposit 0.01%, 7/01/14 (cost $78,886,598)	$	78,887	$	78,886,598
Total Investments Before Security Lending Collateral for Securities Loaned–101.7% (cost $685,133,558)				876,888,287
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.0%
INVESTMENT COMPANIES–0.0%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $102,860)		102,860		102,860
TOTAL INVESTMENTS–101.7% (cost $685,236,418)				876,991,147
Other assets less liabilities–(1.7)%				(14,577,647	)
NET ASSETS–100.0%			$	862,413,500

(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.

4

GROWTH & INCOME PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $685,133,558)	$	876,888,287	(a)
Affiliated issuers (cost $102,860—investment of cash collateral for securities loaned)		102,860
Dividends and interest receivable		1,062,648
Receivable for capital stock sold		351,199
Total assets		878,404,994
LIABILITIES
Payable for investment securities purchased		14,597,790
Payable for capital stock redeemed		578,087
Advisory fee payable		377,749
Distribution fee payable		139,209
Payable for collateral received on securities loaned		102,860
Administrative fee payable		28,560
Transfer Agent fee payable		215
Accrued expenses		167,024
Total liabilities		15,991,494
NET ASSETS	$	862,413,500
COMPOSITION OF NET ASSETS
Capital stock, at par	$	30,099
Additional paid-in capital		702,565,458
Undistributed net investment income		15,011,216
Accumulated net realized loss on investment transactions		(46,948,002	)
Net unrealized appreciation on investments		191,754,729
	$	862,413,500

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	163,257,248		5,641,287	$	28.94
B	$	699,156,252		24,457,713	$	28.59

(a) Includes securities on loan with a value of $99,869 (see Note E).

See notes to financial statements.

5

GROWTH & INCOME PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $28,200)	$	8,500,723
Affiliated issuers		181
Interest		2,963
Securities lending income		1,751
		8,505,618
EXPENSES
Advisory fee (see Note B)		2,321,997
Distribution fee—Class B		856,886
Transfer agency—Class A		1,142
Transfer agency—Class B		4,930
Printing		79,053
Custodian		76,077
Administrative		27,041
Legal		26,424
Audit		17,116
Directors’ fees		2,255
Miscellaneous		10,069
Total expenses		3,422,990
Net investment income		5,082,628
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		47,015,160
Net change in unrealized appreciation/depreciation of investments		(19,055,080	)
Net gain on investment transactions		27,960,080
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	33,042,708

See notes to financial statements.

6

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

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	5,082,628		$	9,990,731
Net realized gain on investment transactions		47,015,160			175,745,634
Net change in unrealized appreciation/depreciation of investments		(19,055,080	)		80,022,635
Net increase in net assets from operations		33,042,708			265,759,000
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,985,126	)
Class B		–0	–		(9,529,113	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(44,040,383	)		(276,433,549	)
Total decrease		(10,997,675	)		(22,188,788	)
NET ASSETS
Beginning of period		873,411,175			895,599,963
End of period (including undistributed net investment income of $15,011,216 and $9,928,588, respectively)	$	862,413,500		$	873,411,175

See notes to financial statements.

7

GROWTH & INCOME PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

2. Fair Value Measurements

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

8

AllianceBernstein Variable Products Series Fund

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

798,001,689

$

–0

–

$

–0

–

$

798,001,689

Short-Term Investments

–0

–

78,886,598

–0

–

78,886,598

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

102,860

–0

–

–0

–

102,860

Total Investments in Securities

798,104,549

78,886,598

–0

–

876,991,147

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

798,104,549

$

78,886,598

$

–0

–

$

876,991,147

* See Portfolio of Investments for sector classifications.

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

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

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

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

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

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AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $27,041.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $299,750, 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, 2014.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	219,481,520		$	274,125,326
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	$	193,723,450
Gross unrealized depreciation		(1,968,721	)
Net unrealized appreciation	$	191,754,729

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, 2014.

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

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. As of June 30, 2014, the Portfolio had no securities out on loan. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $1,751 and $181 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	0	$	17,622	$	17,519	$	103

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		305,560			850,754		$	8,455,522		$	20,712,220
Shares issued in reinvestment of dividends		–0	–		83,584			–0	–		1,985,126
Shares redeemed		(569,510	)		(1,322,227	)		(15,746,082	)		(31,796,790	)
Net decrease		(263,950	)		(387,889	)	$	(7,290,560	)	$	(9,099,444	)
Class B
Shares sold		802,939			2,948,344		$	22,149,524		$	71,020,261
Shares issued in reinvestment of dividends		–0	–		404,977			–0	–		9,529,113
Shares redeemed		(2,143,250	)		(14,546,299	)		(58,899,347	)		(347,883,479	)
Net decrease		(1,340,311	)		(11,192,978	)	$	(36,749,823	)	$	(267,334,105	)

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AllianceBernstein Variable Products Series Fund

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	11,514,239	$	12,260,267
Total taxable distributions paid	$	11,514,239	$	12,260,267

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,928,588
Accumulated capital and other losses		(92,638,699	)(a)
Unrealized appreciation/(depreciation)		209,485,346	(b)
Total accumulated earnings/(deficit)	$	126,775,235

(a) As of December 31, 2013, the Portfolio had a net capital loss carryforward of $92,638,699. During the fiscal year, the Portfolio utilized $123,800,828 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.

13

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. 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, 2013, the Portfolio had a net capital loss carryforward of $92,638,699 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  92,638,699	n/a	2017

NOTE J: Subsequent Events

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

14

GROWTH & INCOME PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$27.80			$20.88			$18.05			$17.19			$15.20			$13.10
Income From Investment Operations
Net investment income (a)		.19			.33			.29			.27			.20			.21
Net realized and unrealized gain on investment transactions		.95			6.92			2.86			.83			1.79			2.47
Net increase in net asset value from operations		1.14			7.25			3.15			1.10			1.99			2.68
Less: Dividends
Dividends from net investment income		–0	–		(.33	)		(.32	)		(.24	)		–0	–		(.58	)
Net asset value, end of period		$28.94			$27.80			$20.88			$18.05			$17.19			$15.20
Total Return
Total investment return based on net asset value (b)		4.10	%		34.96	%*		17.53	%*		6.32	%*		13.09	%*		20.82	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$163,257			$164,154			$131,402			$138,731			$201,521			$215,085
Ratio to average net assets of:
Expenses		.61	%^		.60	%		.60	%		.60	%		.63	%+		.63	%
Net investment income		1.41	%^		1.35	%		1.48	%		1.52	%		1.30	%+		1.58	%
Portfolio turnover rate		28	%		63	%		80	%		76	%		66	%		125	%

See footnote summary on page 16.

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

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

	CLASS B
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$27.49			$20.66			$17.86			$17.01			$15.08			$12.97
Income From Investment Operations
Net investment income (a)		.16			.27			.24			.23			.16			.18
Net realized and unrealized gain on investment transactions		.94			6.83			2.83			.81			1.77			2.42
Net increase in net asset value from operations		1.10			7.10			3.07			1.04			1.93			2.60
Less: Dividends
Dividends from net investment income		–0	–		(.27	)		(.27	)		(.19	)		–0	–		(.49	)
Net asset value, end of period		$28.59			$27.49			$20.66			$17.86			$17.01			$15.08
Total Return
Total investment return based on net asset value (b)		4.00	%		34.59	%*		17.24	%*		6.07	%*		12.80	%*		20.35	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$699,157			$709,257			$764,198			$735,514			$805,714			$837,533
Ratio to average net assets of:
Expenses		.86	%^		.85	%		.85	%		.85	%		.88	%+		.88	%
Net investment income		1.16	%^		1.11	%		1.23	%		1.28	%		1.05	%+		1.33	%
Portfolio turnover rate.		28	%		63	%		80	%		76	%		66	%		125	%

(a) Based on average shares outstanding.

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

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2013, December 31, 2012, December 31, 2011, December 31, 2010 and December 31, 2009 by 0.08%,0.19%, 0.13%, 0.27% and 0.54%, respectively.

^ Annualized.

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

See notes to financial statements.

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GROWTH & 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 5-8, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The

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

directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

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

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the Index) the period since inception (January 1991 inception). The directors noted that the Portfolio was in the 4th quintile of the Performance Group and 2nd quintile of the Performance Universe for the 1-year period, in the 1st quintile of the Performance Group and 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 5th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 1- and 3-year periods, and lagged it in all other periods. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

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

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

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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 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 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Growth & Income Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$860.8

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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

3 Jones v. Harris at 1427.

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AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,103 (0.006% of the Portfolio’s average daily net assets) for such services.

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

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

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee		Portfolio Advisory Fee
Growth & Income Portfolio		$860.8	U.S. Growth & Income 0.65% on first $25m 0.50% on next $25m 0.40% on next $50m 0.30% on next $100m 0.25% on the balance Minimum account size $25m		0.283%		0.550%

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

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

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

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

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

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

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

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

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 Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Growth & Income Portfolio		0.550		0.713		2/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”).

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

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

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

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

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

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AllianceBernstein Variable Products Series Fund

The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Growth & Income Portfolio		0.603		0.770		2/11		0.796		4/29

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $1,799,452 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $4,276,871 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

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.

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GROWTH & INCOME PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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 $1,385 from the Portfolio.¹³

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

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

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

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.

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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 Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2014.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Growth & Income Portfolio
1 year		26.09		26.85		24.16		8/11		28/74
3 year		16.30		14.20		11.67		2/10		7/66
5 year		22.01		22.28		22.01		6/10		32/63
10 year		6.54		7.55		7.72		7/9		28/30

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

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Growth & Income Portfolio		26.10		16.30		22.01		6.54		9.64		15.11		0.39		10
Russell 1000 Value Index		23.44		14.05		23.18		7.24		10.99		15.52		0.42		10
Inception Date: February 25, 1994

CONCLUSION:

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

Dated: June 5, 2014

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

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

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

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

21 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

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

25

VPS-GI-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Intermediate Bond Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,046.40	$	4.21		0.83	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.68	$	4.16		0.83	%
Class B
Actual	$	1,000	$	1,045.00	$	5.48		1.08	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.44	$	5.41		1.08	%

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

1

INTERMEDIATE BOND PORTFOLIO
SECURITY TYPE BREAKDOWN*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

SECURITY TYPE	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Corporates—Investment Grades	$	18,418,386		19.7	%
Mortgage Pass-Throughs		18,221,140		19.5
Asset-Backed Securities		12,892,195		13.8
Governments—Treasuries		9,578,727		10.2
Commercial Mortgage-Backed Securities		6,497,958		7.0
Agencies		4,365,026		4.7
Quasi-Sovereigns		2,171,773		2.3
Corporates—Non-Investment Grades		1,885,008		2.1
Collateralized Mortgage Obligations		1,671,453		1.8
Inflation-Linked Securities		1,670,844		1.8
Governments—Sovereign Bonds		639,724		0.7
Preferred Stocks		547,309		0.6
Local Governments—Municipal Bonds		295,048		0.3
Other**		343,376		0.3
Short-Term Investments		14,234,473		15.2
Total Investments	$	93,432,440		100.0	%

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

** “Other” represents less than 0.1% weightings in the following security types: Governments—Sovereign Agencies, Emerging Markets—Corporate Bonds and Warrants.

2

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CORPORATES–INVESTMENT GRADES–22.8%
INDUSTRIAL–13.8%
BASIC–2.6%
Barrick North America Finance LLC 4.40%, 5/30/21		U.S.$	93	$	97,303
Basell Finance Co. BV 8.10%, 3/15/27(a)			85		114,191
Cia Minera Milpo SAA 4.625%, 3/28/23(a)			260		257,453
Dow Chemical Co. (The) 8.55%, 5/15/19			86		110,533
Gerdau Trade, Inc. 4.75%, 4/15/23(a)			260		257,415
Glencore Funding LLC 4.125%, 5/30/23(a)			76		76,330
International Paper Co. 3.65%, 6/15/24			49		49,116
4.75%, 2/15/22			65		71,673
LyondellBasell Industries NV 5.75%, 4/15/24			200		235,978
Minsur SA 6.25%, 2/07/24(a)			210		227,826
Rio Tinto Finance USA PLC 2.875%, 8/21/22			117		114,244
3.50%, 3/22/22			51		52,333
Sociedad Quimica y Minera de Chile SA 3.625%, 4/03/23(a)			260		241,640
Vale SA 5.625%, 9/11/42			23		22,533
Yamana Gold, Inc. 4.95%, 7/15/24(a)			142		142,934
					2,071,502
CAPITAL GOODS–0.3%
Embraer SA 5.15%, 6/15/22			82		88,355
Owens Corning 6.50%, 12/01/16(b)			160		178,441
					266,796
COMMUNICATIONS– MEDIA–1.1%
21st Century Fox America, Inc. 4.00%, 10/01/23			64		66,707
4.50%, 2/15/21			300		329,061
NBCUniversal Enterprise, Inc. 5.25%, 3/19/21(a)(c)			128		133,760
TCI Communications, Inc. 7.875%, 2/15/26			115		160,982
Time Warner Cable, Inc. 4.125%, 2/15/21			200		215,950
					906,460
COMMUNICATIONS–TELECOMMUNICATIONS–1.9%
American Tower Corp. 5.05%, 9/01/20		U.S.$	260	$	289,709
AT&T, Inc. 4.30%, 12/15/42			31		29,345
Deutsche Telekom International Finance BV 4.875%, 3/06/42(a)			320		334,719
DirecTV Holdings LLC/DirecTV Financing Co., Inc. 3.50%, 3/01/16			95		99,132
3.80%, 3/15/22			57		58,859
4.45%, 4/01/24			81		85,886
5.20%, 3/15/20			24		27,036
Rogers Communications, Inc. 4.00%, 6/06/22		CAD	27		26,331
Telefonica Emisiones SAU 5.462%, 2/16/21		U.S.$	120		136,256
Verizon Communications, Inc. 5.15%, 9/15/23			192		214,866
6.55%, 9/15/43			165		207,643
					1,509,782
CONSUMER CYCLICAL–AUTOMOTIVE–0.7%
Ford Motor Credit Co. LLC 5.875%, 8/02/21			455		534,199
CONSUMER CYCLICAL–ENTERTAINMENT–0.3%
Time Warner, Inc. 7.625%, 4/15/31			105		144,271
Viacom, Inc. 3.875%, 4/01/24			68		69,101
5.625%, 9/15/19			60		69,188
					282,560
CONSUMER NON–CYCLICAL–0.8%
Actavis Funding SCS 3.85%, 6/15/24(a)			54		54,586
Grupo Bimbo SAB de CV 3.875%, 6/27/24(a)			201		200,602
Kroger Co. (The) 3.40%, 4/15/22			194		196,630
Reynolds American, Inc. 3.25%, 11/01/22			127		122,525
Thermo Fisher Scientific, Inc. 4.15%, 2/01/24			78		81,568
					655,911
ENERGY–4.2%
DCP Midstream LLC 5.35%, 3/15/20(a)			108		119,538

3

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Diamond Offshore Drilling, Inc. 4.875%, 11/01/43		U.S.$	68	$	68,631
Encana Corp. 3.90%, 11/15/21			45		47,548
Energy Transfer Partners LP 7.50%, 7/01/38			336		436,830
Enterprise Products Operating LLC 5.20%, 9/01/20			55		62,792
Hess Corp. 7.875%, 10/01/29			19		26,182
Kinder Morgan Energy Partners LP
3.95%, 9/01/22			321		328,318
4.15%, 3/01/22			89		92,454
Nabors Industries, Inc. 5.10%, 9/15/23			170		185,607
Noble Energy, Inc. 8.25%, 3/01/19			238		300,039
Noble Holding International Ltd.
3.95%, 3/15/22			125		128,033
4.90%, 8/01/20			32		35,300
Rio Oil Finance Trust Series 2014-1 6.25%, 7/06/24(a)			250		261,875
Sunoco Logistics Partners Operations LP 5.30%, 4/01/44			145		152,563
TransCanada PipeLines Ltd. 6.35%, 5/15/67			235		244,694
Transocean, Inc.
6.375%, 12/15/21			1		1,157
6.50%, 11/15/20			185		213,963
Valero Energy Corp. 6.125%, 2/01/20			177		209,165
Weatherford International Ltd./Bermuda 9.625%, 3/01/19			190		249,336
Williams Partners LP 5.25%, 3/15/20			173		195,144
					3,359,169
SERVICES–0.1%
Omnicom Group, Inc. 3.625%, 5/01/22			87		89,503
TECHNOLOGY–1.4%
Baidu, Inc. 2.75%, 6/09/19			219		219,853
Hewlett-Packard Co. 4.65%, 12/09/21			107		116,738
Motorola Solutions, Inc.
3.50%, 3/01/23			165		159,639
7.50%, 5/15/25			25		31,795
Seagate HDD Cayman 4.75%, 1/01/25(a)			75		74,438
Telefonaktiebolaget LM Ericsson 4.125%, 5/15/22		U.S.$	181	$	188,133
Tencent Holdings Ltd. 3.375%, 5/02/19 (a)			205		209,586
Total System Services, Inc.
2.375%, 6/01/18			74		74,042
3.75%, 6/01/23			69		67,180
					1,141,404
TRANSPORTATION–AIRLINES–0.1%
Southwest Airlines Co. 5.75%, 12/15/16			75		82,849
TRANSPORTATION–SERVICES–0.3%
Ryder System, Inc.
5.85%, 11/01/16			116		127,752
7.20%, 9/01/15			108		115,892
					243,644
					11,143,779
FINANCIAL INSTITUTIONS–7.6%
BANKING–5.4%
Bank of America Corp. 4.875%, 4/01/44			129		133,120
Barclays Bank PLC 6.86%, 6/15/32(a)(c)			29		32,770
BNP Paribas SA 5.186%, 6/29/15(a)(c)			62		63,162
BPCE SA 5.70%, 10/22/23(a)			225		247,750
Compass Bank 5.50%, 4/01/20			250		272,206
Credit Suisse AG 6.50%, 8/08/23(a)			240		272,313
Danske Bank A/S 5.684%, 2/15/17(c)		GBP	98		176,522
Goldman Sachs Group, Inc. (The)
4.00%, 3/03/24		U.S.$	108		109,940
Series D 6.00%, 6/15/20			395		460,414
Intesa Sanpaolo SpA 5.017%, 6/26/24(a)			202		204,387
JPMorgan Chase & Co. 3.625%, 5/13/24			205		205,822
Macquarie Group Ltd. 4.875%, 8/10/17(a)			232		253,095
Mizuho Financial Group Cayman 3 Ltd. 4.60%, 3/27/24(a)			207		218,185
Morgan Stanley 5.625%, 9/23/19			143		164,480
Murray Street Investment Trust I 4.647%, 3/09/17			27		29,181

4

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Nationwide Building Society 6.25%, 2/25/20(a)		U.S.$	230	$	271,571
Rabobank Capital Funding Trust III 5.254%, 10/21/16(a)(c)			90		94,500
Royal Bank of Scotland PLC (The) 9.50%, 3/16/22(a)			39		45,727
Skandinaviska Enskilda Banken AB 5.471%, 3/23/15(a)(c)			100		101,500
Standard Chartered PLC 4.00%, 7/12/22(a)			265		273,991
Turkiye Garanti Bankasi AS 4.75%, 10/17/19(a)			204		206,795
UBS AG/Stamford CT 7.625%, 8/17/22			250		301,018
Unicredit Luxembourg Finance SA 6.00%, 10/31/17(a)			190		209,411
					4,347,860
INSURANCE–1.5%
American International Group, Inc.
4.875%, 6/01/22			75		83,517
6.40%, 12/15/20			215		259,558
Hartford Financial Services Group, Inc. (The) 5.50%, 3/30/20			200		228,864
Lincoln National Corp. 8.75%, 7/01/19			113		146,511
MetLife, Inc. 10.75%, 8/01/39			85		135,044
Nationwide Mutual Insurance Co. 9.375%, 8/15/39(a)			100		155,636
Prudential Financial, Inc. 5.625%, 6/15/43			185		197,891
					1,207,021
REITS–0.7%
HCP, Inc. 5.375%, 2/01/21			179		203,604
Health Care REIT, Inc. 5.25%, 1/15/22			183		205,254
Trust F/1401 5.25%, 12/15/24(a)			200		210,000
					618,858
					6,173,739
UTILITY–0.8%
ELECTRIC–0.4%
Berkshire Hathaway Energy Co. 6.125%, 4/01/36			170		210,772
CMS Energy Corp. 5.05%, 3/15/22			37		42,054
Constellation Energy Group, Inc. 5.15%, 12/01/20		U.S.$	64	$	72,133
					324,959
NATURAL GAS–0.4%
Talent Yield Investments Ltd. 4.50%, 4/25/22(a)			305		315,419
					640,378
NON CORPORATE SECTORS–0.6%
AGENCIES–NOT GOVERNMENT GUARANTEED–0.6%
CNOOC Finance 2013 Ltd. 3.00%, 5/09/23			260		245,496
OCP SA 5.625%, 4/25/24(a)			205		214,994
Total Corporates–Investment Grades (cost $17,066,364)					460,490
					18,418,386
MORTGAGE PASS–THROUGHS–22.6%
AGENCY FIXED RATE 30-YEAR–21.2%
Federal Home Loan Mortgage Corp. Gold
4.00%, 7/01/44, TBA			340		360,188
4.50%, 10/01/39			1,442		1,561,979
Series 2005 5.50%, 1/01/35			207		233,017
Series 2007 5.50%, 7/01/35			58		65,265
Federal National Mortgage Association
3.00%, 6/01/43-7/01/43			1,454		1,438,458
3.50%, 7/01/44, TBA			4,510		4,642,481
4.00%, 4/01/44			868		926,905
4.00%, 7/01/44, TBA			4,657		4,942,241
4.50%, 4/01/44			935		1,015,425
5.00%, 7/25/44, TBA			800		888,375
Series 2003 5.50%, 4/01/33-7/01/33			189		212,285
Series 2004 5.50%, 4/01/34-11/01/34			171		192,229
Series 2005 5.50%, 2/01/35			210		235,956
Series 2007 4.50%, 9/01/35-8/01/37			204		221,234
Series 2014 4.50%, 2/01/44			157		169,966
Government National Mortgage Association Series 1994 9.00%, 9/15/24			1		1,504
					17,107,508

5

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
AGENCY FIXED RATE 15-YEAR–1.4%
Federal National Mortgage Association 2.50%, 7/01/29, TBA	U.S.$		810	$	822,782
3.00%, 7/01/29, TBA			280		290,850
					1,113,632
Total Mortgage Pass-Throughs (cost $17,870,307)					18,221,140
ASSET-BACKED SECURITIES–16.0%
AUTOS–FIXED RATE–9.8%
Ally Master Owner Trust
Series 2013-1, Class A2 1.00%, 2/15/18			260		261,025
Series 2014-1, Class A2 1.29%, 1/15/19			252		252,586
AmeriCredit Automobile Receivables Trust
Series 2011-3, Class D
4.04%, 7/10/17			200		207,037
Series 2012-3, Class A3 0.96%, 1/09/17			277		277,468
Series 2013-1, Class A2 0.49%, 6/08/16			53		53,121
Series 2013-3, Class A3 0.92%, 4/09/18			335		335,277
Series 2013-4, Class A3 0.96%, 4/09/18			130		130,265
Series 2013-5, Class A2A 0.65%, 3/08/17			75		74,602
ARI Fleet Lease Trust Series 2014-A, Class A2
0.81%, 11/15/22(a)			93		93,219
Avis Budget Rental Car Funding AESOP LLC Series 2013-2A, Class A 2.97%, 2/20/20(a)			288		297,535
Series 2014-1A, Class A 2.46%, 7/20/20(a)			149		149,990
Bank of America Auto Trust Series 2012-1, Class A4 1.03%, 12/15/16			245		246,250
California Republic Auto Receivables Trust 2014-2 Series 2014-2, Class A4 1.57%, 12/16/19			122		122,153
Capital Auto Receivables Asset Trust Series 2013-1, Class A2 0.62%, 7/20/16			198		197,968
Series 2013-3, Class A2 1.04%, 11/21/16			275		276,332
Series 2014-1, Class B 2.22%, 1/22/19			60		60,656
CarMax Auto Owner Trust Series 2012-1, Class A3 0.89%, 9/15/16			84		84,176
CPS Auto Receivables Series 2013-B, Class A 1.82%, 9/15/20(a)		U.S.$	201	$	201,942
CPS Auto Receivables Trust Series 2014-B, Class A 1.11%, 11/15/18(a)			102		101,747
Exeter Automobile Receivables Trust Series 2012-2A, Class A 1.30%, 6/15/17(a)			69		68,931
Series 2013-1A, Class A 1.29%, 10/16/17(a)			65		65,607
Series 2014-1A, Class A 1.29%, 5/15/18(a)			90		90,400
Series 2014-2A, Class A 1.06%, 8/15/18(a)			80		79,867
Fifth Third Auto Trust Series 2013-A, Class A3 0.61%, 9/15/17			204		204,195
Flagship Credit Auto Trust Series 2013-1, Class A
1.32%, 4/16/18(a)			63		63,056
Ford Auto Securitization Trust
Series 2013-R1A, Class A2 1.676%, 9/15/16(a)		CAD	161		151,112
Series 2013-R4A, Class A1 1.487%, 8/15/15(a)			34		31,442
Series 2014-R2A, Class A1 1.353%, 3/15/16(a)			96		89,656
Ford Credit Auto Owner Trust Series 2012-D, Class B
1.01%, 5/15/18		U.S.$	100		99,690
Ford Credit Floorplan Master Owner Trust Series 2012-4, Class A1 0.74%, 9/15/16			330		330,216
Series 2013-1, Class A1 0.85%, 1/15/18			136		136,490
Series 2014-1, Class A1 1.20%, 2/15/19			201		201,098
GM Financial Automobile Leasing Trust Series 2014-1A, Class A2 0.61%, 7/20/16(a)			160		159,972
Harley-Davidson Motorcycle Trust Series 2012-1, Class A3
0.68%, 4/15/17			126		126,263
Hertz Vehicle Financing LLC Series 2013-1A, Class A1 1.12%, 8/25/17(a)			175		175,271
Series 2013-1A, Class A2 1.83%, 8/25/19(a)			485		484,667
M&T Bank Auto Receivables Trust Series 2013-1A, Class A3 1.06%, 11/15/17, TBA(a)			160		160,452

6

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
Mercedes-Benz Auto Lease Trust Series 2013-A, Class A3 0.59%, 2/15/16		U.S.$	173	$	173,205
Series 2014-A, Class A2A 0.48%, 6/15/16			230		230,005
Mercedes-Benz Master Owner Trust Series 2012-AA, Class A 0.79%, 11/15/17(a)			373		373,884
Nissan Auto Lease Trust Series 2012-B, Class A2A 0.45%, 6/15/15			10		10,321
Santander Drive Auto Receivables Trust
Series 2013-3, Class C 1.81%, 4/15/19			249		250,950
Series 2013-4, Class A3 1.11%, 12/15/17			270		271,206
Series 2013-5, Class A2A 0.64%, 4/17/17			84		84,265
Series 2014-2, Class A3 0.80%, 4/16/18			205		205,166
SMART Trust/Australia Series 2012-4US, Class A2A 0.67%, 6/14/15			21		20,906
Volkswagen Auto Loan Enhanced Trust Series 2014-1, Class A3 0.91%, 10/22/18			152		152,081
					7,913,723
CREDIT CARDS–FIXED RATE–2.1%
American Express Credit Account Master Trust Series 2012-5, Class A 0.59%, 5/15/18			325		325,429
Series 2014-2, Class A 1.26%, 1/15/20			161		160,997
Cabela’s Master Credit Card Trust Series 2013-1A, Class A 2.71%, 2/17/26(a)			255		247,669
Chase Issuance Trust Series 2013-A1, Class A1 1.30%, 2/18/20			220		218,401
Series 2014-A2, Class A2 2.77%, 3/15/23			205		207,420
Discover Card Master Trust Series 2012-A3, Class A3 0.86%, 11/15/17			300		301,256
World Financial Network Credit Card Master Trust Series 2012-B, Class A 1.76%, 5/17/21			190		191,959
					1,653,131
CREDIT CARDS–FLOATING RATE–1.5%
Barclays Dryrock Issuance Trust Series 2014-1, Class A 0.512%, 12/16/19(b)		U.S.$	320	$	321,237
Series 2014-2, Class A 0.491%, 3/16/20(b)			205		205,004
Cabela’s Master Credit Card Trust Series 2014-1, Class A 0.502%, 3/16/20(b)			205		205,113
Gracechurch Card Funding PLC Series 2012-1A, Class A1 0.852%, 2/15/17(a)(b)			320		321,074
World Financial Network Credit Card Master Trust Series 2014-A, Class A 0.532%, 12/15/19(b)			185		185,337
					1,237,765
OTHER ABS–FIXED RATE–1.4%
CIT Equipment Collateral Series 2013-VT1, Class A3 1.13%, 7/20/20(a)			213		214,388
CNH Capital Canada Receivables Trust Series 2014-1A, Class A1 1.388%, 3/15/17(a)		CAD	163		152,930
CNH Equipment Trust Series 2012-A, Class A3 0.94%, 5/15/17		U.S.$	80		79,817
Series 2013-C, Class A2 0.63%, 1/17/17			144		144,244
Series 2013-D, Class A2 0.49%, 3/15/17			211		210,884
Series 2014-B, Class A4 1.61%, 5/17/21			101		100,936
GE Equipment Midticket LLC Series 2011-1, Class A3 1.00%, 8/24/15			10		9,702
GE Equipment Small Ticket LLC Series 2014-1A, Class A2 0.59%, 8/24/16(a)			193		192,591
					1,105,492
AUTOS–FLOATING RATE–0.6%
GE Dealer Floorplan Master Note Trust Series 2012-3, Class A 0.643%, 6/20/17(b)			485		486,231
HOME EQUITY LOANS-FLOATING RATE–0.2%
Asset Backed Funding Certificates Series 2003-WF1, Class A2 1.277%, 12/25/32(b)			53		51,271

7

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
GSAA Trust Series 2006-5, Class 2A3 0.422%, 3/25/36(b)		U.S.$	200	$	140,328
					191,599
AUTOS–FIXED RATE ABS–0.2%
Santander Drive Auto Receivables Trust Series 2012-3, Class D 3.64%, 5/15/18			150		156,636
HOME EQUITY LOANS–FIXED RATE–0.2%
Citifinancial Mortgage Securities, Inc. Series 2003-1, Class AFPT 3.86%, 1/25/33			47		48,347
Credit-Based Asset Servicing and Securitization LLC Series 2003-CB1, Class AF 3.95%, 1/25/33			100		99,271
					147,618
Total Asset-Backed Securities (cost $12,677,842)					12,892,195
GOVERNMENTS–TREASURIES–11.9%
BRAZIL–0.5%
Brazil Notas do Tesouro Nacional Series F 10.00%, 1/01/17		BRL	900		393,974
UNITED STATES–11.4%
U.S. Treasury Bonds 3.625%, 8/15/43-2/15/44		U.S.$	786		829,940
3.75%, 11/15/43			490		529,200
4.625%, 2/15/40			2,560		3,183,601
U.S. Treasury Notes 0.125%, 4/30/15			835		835,163
1.50%, 8/31/18-5/31/19			354		354,123
1.625%, 6/30/19			830		830,000
2.50%, 8/15/23-5/15/24			1,115		1,115,012
2.75%, 11/15/23-2/15/24			1,473		1,507,714
					9,184,753
Total Governments–Treasuries (cost $9,017,220)					9,578,727
COMMERCIAL MORTGAGE-BACKED SECURITIES–8.0%
NON-AGENCY FIXED RATE CMBS–6.8%
Banc of America Commercial Mortgage Trust Series 2007-4, Class A1A 5.774%, 2/10/51			342		381,319
Series 2007-5, Class AM 5.772%, 2/10/51			78		84,375
CGRBS Commercial Mortgage Trust Series 2013-VN05, Class A 3.369%, 3/13/25 (a)	U.S.$		260	$	262,511
Citigroup Commercial Mortgage Trust Series 2006-C4, Class A1A 5.975%, 3/15/49			130		139,056
COBALT CMBS Commercial Mortgage Trust Series 2007-C3, Class A4 5.965%, 5/15/46			173		191,807
Commercial Mortgage Pass-Through Certificates Series 2007-GG9, Class A4 5.444%, 3/10/39			506		552,621
Series 2013-SFS, Class A1 1.873%, 4/12/35(a)			118		115,244
Credit Suisse Commercial Mortgage Trust Series 2006-C3, Class AJ 5.982%, 6/15/38			105		108,904
Extended Stay America Trust Series 2013-ESH7, Class A17 2.295%, 12/05/31(a)			180		175,032
GS Mortgage Securities Corp. II Series 2013-KING, Class A 2.706%, 12/10/27(a)			272		275,677
GS Mortgage Securities Trust Series 2013-G1, Class A2 3.557%, 4/10/31(a)			136		133,481
JP Morgan Chase Commercial Mortgage Securities Trust Series 2010-C2, Class A1 2.749%, 11/15/43(a)			202		206,295
Merrill Lynch Mortgage Trust Series 2006-C2, Class A1A 5.739%, 8/12/43			158		171,832
Merrill Lynch/Countrywide Commercial Mortgage Trust Series 2006-4, Class A1A 5.166%, 12/12/49			603		651,677
Series 2007-9, Class A4 5.70%, 9/12/49			1,105		1,227,550
Motel 6 Trust Series 2012-MTL6, Class A2 1.948%, 10/05/25(a)			280		280,318
UBS-Barclays Commercial Mortgage Trust Series 2012-C3, Class A4 3.091%, 8/10/49			60		59,653
Series 2012-C4, Class A5 2.85%, 12/10/45			112		110,068

8

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
WF-RBS Commercial Mortgage Trust Series 2013-C14, Class A5 3.337%, 6/15/46	U.S.$		233	$	235,235
Series 2014-C20, Class A2 3.036%, 5/15/47			125		130,173
					5,492,828
Non-Agency Floating Rate CMBS–1.2%
Commercial Mortgage Pass Through Certificates Series 2014-KYO, Class A 1.054%, 6/11/27(a)(b)			102		101,559
Extended Stay America Trust Series 2013-ESFL, Class A2FL 0.851%, 12/05/31(a)(b)			140		139,928
GS Mortgage Securities Corp. II Series 2013-KYO, Class A 1.001%, 11/08/29(a)(b)			275		277,057
JP Morgan Chase Commercial Mortgage Securities Trust Series 2014-INN, Class A 1.071%, 6/15/29(a)(b)			201		201,000
PFP III 2014-1 Ltd. Series 2014-1, Class A 1.322%, 6/14/31(a)(b)			285		285,586
					1,005,130
Total Commercial Mortgage-Backed Securities (cost $6,421,263)					6,497,958
AGENCIES–5.4%
AGENCY DEBENTURES–5.4%
Federal National Mortgage Association 6.25%, 5/15/29			1,670		2,242,733
6.625%, 11/15/30			80		113,611
Residual Funding Corp. Principal Strip Zero Coupon, 7/15/20			2,292		2,008,682
Total Agencies (cost $4,076,733)					4,365,026
QUASI-SOVEREIGNS–2.7%
QUASI-SOVEREIGN BONDS–2.7%
CHILE–0.3%
Empresa de Transporte de Pasajeros Metro SA 4.75%, 2/04/24(a)			210		221,786
CHINA–0.3%
Sinopec Group Overseas Development 2013 Ltd. 4.375%, 10/17/23(a)			225		233,301
INDONESIA–0.4%
Perusahaan Listrik Negara PT 5.50%, 11/22/21(a)		U.S.$	360	$	378,000
KAZAKHSTAN–0.3%
KazMunayGas National Co. JSC 7.00%, 5/05/20(a)			212		241,150
MALAYSIA–0.6%
Petronas Capital Ltd. 5.25%, 8/12/19(a)			420		477,143
MEXICO–0.4%
Petroleos Mexicanos 3.50%, 7/18/18-1/30/23			295		297,752
SOUTH KOREA–0.4%
Korea National Oil Corp. 3.125%, 4/03/17(a)			310		322,641
Total Quasi-Sovereigns (cost $2,013,185)					2,171,773
CORPORATES–NON- INVESTMENT GRADES–2.4%
FINANCIAL INSTITTUTIONS–1.1%
BANKING–0.9%
ABN AMRO Bank NV 4.31%, 3/10/16(c)		EUR	60		83,801
Bank of America Corp. Series U 5.20%, 6/01/23(c)		U.S.$	108		103,410
Barclays Bank PLC 7.75%, 4/10/23			200		222,600
Citigroup, Inc. 5.95%, 1/30/23(c)			161		162,610
HBOS Capital Funding LP 4.939%, 5/23/16(c)		EUR	82		111,385
Societe Generale SA 4.196%, 1/26/15(c)			48		66,022
					749,828
FINANCE–0.2%
Aviation Capital Group Corp. 7.125%, 10/15/20(a)		U.S.$	155		178,826
					928,654
INDUSTRIAL–0.8%
BASIC–0.1%
NOVA Chemicals Corp. 5.25%, 8/01/23(a)			74		80,845
COMMUNICATIONS– TELECOMMUNICATIONS–0.4%
Sirius XM Radio, Inc. 4.625%, 5/15/23(a)			101		96,707
Sprint Corp. 7.875%, 9/15/23(a)			100		111,250
T-Mobile USA, Inc. 6.625%, 4/01/23			90		97,650
					305,607

9

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
CONSUMER CYCLICAL–AUTOMOTIVE–0.0%
Dana Holding Corp. 6.00%, 9/15/23		U.S.$	37	$	39,220
CONSUMER CYCLICAL–ENTERTAINMENT–0.0%
Greektown Holdings LLC 10.75%, 12/01/13(d)(e)(f)			55		0
ENERGY–0.1%
Cimarex Energy Co. 4.375%, 6/01/24			60		61,125
SM Energy Co. 6.50%, 1/01/23			9		9,743
					70,868
TECHNOLOGY–0.2%
Numericable Group SA 5.375%, 5/15/22(a)		EUR	120		174,380
					670,920
UTILITY–0.4%
NATURAL GAS–0.4%
Access Midstream Partners LP/ACMP Finance Corp. 4.875%, 3/15/24		U.S.$	78		82,388
ONEOK, Inc. 4.25%, 2/01/22			203		203,046
					285,434
NON CORPORATE SECTORS–0.1%
AGENCIES–GOVERNMENT GUARANTEED–0.1%
Bank of Ireland Series MPLE 2.062%, 9/22/15(b)		CAD	110		99,222
Total Corporates–Non– Investment Grades (cost $1,865,280)					1,984,230
COLLATERALIZED MORTGAGE OBLIGATIONS–2.0%
NON-AGENCY FIXED RATE–0.9%
Alternative Loan Trust Series 2006-J1, Class 1A13 5.50%, 2/25/36		U.S.$	87		79,290
CHL Mortgage Pass-Through Trust Series 2006-13, Class 1A18 6.25%, 9/25/36			121		112,764
Citigroup Mortgage Loan Trust, Inc. Series 2005-2, Class 1A4 2.53%, 5/25/35			115		113,237
Countrywide Home Loan Mortgage Pass-Through Trust Series 2007-HYB2, Class 3A1 2.646%, 2/25/47			159		132,664
First Horizon Alternative Mortgage Securities Trust Series 2006-FA3, Class A9 6.00%, 7/25/36		U.S.$	137	$	116,312
JP Morgan Alternative Loan Trust Series 2006-A3, Class 2A1 3.013%, 7/25/36			242		181,675
					735,942
NON-AGENCY FLOATING RATE–0.8%
Deutsche Alt-A Securities Mortgage Loan Trust Series 2006-AR4, Class A2 0.342%, 12/25/36(b)			215		132,959
HomeBanc Mortgage Trust Series 2005-1, Class A1 0.402%, 3/25/35(b)			112		95,796
IndyMac Index Mortgage Loan Trust Series 2006-AR15, Class A1 0.272%, 7/25/36(b)			160		124,909
Series 2006-AR27, Class 2A2 0.352%, 10/25/36(b)			169		145,615
Washington Mutual Mortgage Pass-Through Certificates Series 2007-OA1, Class A1A 0.823%, 2/25/47(b)			213		175,626
					674,905
GSE RISK SHARE FLOATING RATE–0.1%
Fannie Mae Connecticut Avenue Securities Series 2014-C01, Class M2 4.552%, 1/25/24(b)			101		115,466
NON-AGENCY FIXED RATE CMBS–0.1%
Commercial Mortgage Trust 1.00%, 6/15/16			100		100,000
AGENCY FIXED RATE–0.1%
Fannie Mae Grantor Trust Series 2004-T5, Class AB4 0.667%, 5/28/35			50		45,140
Total Collateralized Mortgage Obligations (cost $1,966,267)					1,671,453
INFLATION-LINKED SECURITIES–2.1%
UNITED STATES–2.1%
U.S. Treasury Inflation Index 0.125%, 4/15/16-4/15/19 (cost $1,664,830)			1,623		1,670,844

10

AllianceBernstein Variable Products Series Fund

	Principal Amount (000)			U.S. $ Value
GOVERNMENTS–SOVEREIGN BONDS–0.8%
QATAR–0.5%
Qatar Government International Bond 4.50%, 1/20/22(a)	U.S.$		360	$	395,568
TURKEY–0.3%
Turkey Government International Bond 4.875%, 4/16/43			260		244,156
Total Governments–Sovereign Bonds (cost $614,048)					639,724
	Shares
PREFERRED STOCKS–0.7%
FINANCIAL INSTITUTIONS–0.7%
BANKING–0.2%
Morgan Stanley 7.125%			5,000		139,350
State Street Corp. Series D 5.90%			2,050		53,710
					193,060
INSURANCE–0.3%
Allstate Corp. (The) 5.10%			9,175		230,568
REITS–0.2%
Sovereign Real Estate Investment Trust 12.00%(a)			93		123,681
Total Preferred Stocks (cost $509,065)					547,309
	Principal Amount (000)
LOCAL GOVERNMENTS–MUNICIPAL BONDS–0.4%
UNITED STATES–0.4%
California GO 7.625%, 3/01/40 (cost $203,246)	U.S.$		200		295,048
GOVERNMENTS–SOVEREIGN AGENCIES–0.2%
COLOMBIA–0.1%
Ecopetrol SA 5.875%, 5/28/45			57		58,953
GERMANY–0.1%
Landwirtschaftliche Rentenbank 5.125%, 2/01/17			70		77,701
Total Governments–Sovereign Agencies (cost $127,394)					136,654
EMERGING MARKETS–CORPORATE BONDS–0.1%
INDUSTRIAL–0.1%
CONSUMER NON-CYCLICAL–0.1%
Marfrig Overseas Ltd. 9.50%, 5/04/20(a) (cost $99,779)	U.S.$		100	$	107,500
	Shares
WARRANTS–0.0%
Talon Equity Co. NV, expiring 11/24/15(d)(e)(f) (cost $0)			47		0
	Principal Amount (000)
SHORT-TERM INVESTMENTS–17.6%
AGENCY DISCOUNT NOTE–11.0%
Federal Home Loan Bank Zero Coupon, 7/16/14 (cost $8,899,778)		U.S.$	8,900		8,899,778
GOVERNMENTS– TREASURIES–3.4%
JAPAN–3.4%
Japan Treasury Discount Bill Series 448 Zero Coupon, 7/28/14 (cost $2,745,561)		JPY	280,000		2,763,855
TIME DEPOSIT–3.2%
State Street Time Deposit 0.01%, 7/01/14 (cost $2,570,840)		U.S.$	2,571		2,570,840
Total Short-Term Investments (cost $14,216,179)					14,234,473
TOTAL INVESTMENTS–115.7% (cost $90,409,002)					93,432,440
Other assets less liabilities–(15.7)%					(12,697,343	)
NET ASSETS–100.0%				$	80,735,097

11

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month	Original Value		Value at June 30, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
U.S. T-Note 10 Yr (CBT) Futures		2	September 2014	$	250,003	$	250,344	$	341
Sold Contracts
U.S. T-Note 2 Yr (CBT) Futures		4	September 2014		878,807		878,375		432
U.S. T-Note 5 Yr (CBT) Futures		8	September 2014		953,957		955,688		(1,731	)
								$	(958	)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	JPY	125,326	USD	1,235		7/11/14	$	(2,107	)
Barclays Bank PLC	USD	412	MYR	1,331		7/25/14		2,278
BNP Paribas SA	CAD	1,190	USD	1,087		7/11/14		(28,133	)
BNP Paribas SA	GBP	90	USD	152		8/21/14		(1,290	)
Citibank, NA	PLN	2,487	USD	812		7/10/14		(6,501	)
Credit Suisse International	CAD	647	USD	595		7/11/14		(10,946	)
Deutsche Bank AG	EUR	607	USD	828		7/11/14		(3,536	)
Deutsche Bank AG	USD	813	NOK	4,862		7/15/14		(20,982	)
Goldman Sachs Bank USA	BRL	1,898	USD	862		7/02/14		2,730
Goldman Sachs Bank USA	USD	852	BRL	1,898		7/02/14		6,758
Goldman Sachs Bank USA	BRL	836	USD	375		8/04/14		(344	)
Goldman Sachs Bank USA	USD	202	IDR	2,383,855		8/08/14		(1,555	)
HSBC Bank USA	JPY	280,000	USD	2,744		7/28/14		(20,753	)
Morgan Stanley & Co., Inc.	USD	814	PLN	2,480		7/10/14		2,053
Morgan Stanley & Co., Inc.	USD	600	PEN	1,690		7/16/14		2,625
Royal Bank of Scotland PLC	USD	609	CAD	659		7/11/14		8,936
Standard Chartered Bank	USD	411	KRW	421,867		7/11/14		6,207
State Street Bank & Trust Co.	USD	105	BRL	239		7/02/14		2,949
State Street Bank & Trust Co.	CAD	169	USD	156		7/11/14		(2,723	)
State Street Bank & Trust Co.	EUR	308	USD	419		7/11/14		(2,282	)
State Street Bank & Trust Co.	USD	54	CAD	59		7/11/14		1,212
State Street Bank & Trust Co.	USD	8	MXN	99		7/24/14		(2	)
UBS AG	BRL	2,137	USD	940		7/02/14		(27,644	)
UBS AG	USD	970	BRL	2,137		7/02/14		(3,074	)
							$	(96,124	)

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note D)

Clearing Broker/(Exchange) & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2014			Notional Amount (000)		Market Value			Unrealized Appreciation/ (Depreciation)
Buy Contracts
Morgan Stanley & Co., LLC/(INTRCONX):
CDX-NAHY Series 21, 5 Year Index, 12/20/18*		(5.00	)%		2.71	%	$	1,337	$	(124,626	)	$	(76,474	)
CDX-NAIG Series 22, 5 Year Index, 06/20/19*		(1.00	)		0.59			2,530		(50,975	)		(15,400	)
									$	(175,601	)	$	(91,874	)

12

AllianceBernstein Variable Products Series Fund

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note D)

					Rate Type
Clearing Broker/ (Exchange)	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund			Unrealized Appreciation/ (Depreciation)
Morgan Stanley & Co., LLC/(CME Group)		AUD  1,890		1/13/17		3 Month BBR			3.170	%	$	16,332
Morgan Stanley & Co., LLC/(CME Group)		NZD  2,370		4/29/17		3 Month BKBM			4.274	%		(980	)
Morgan Stanley & Co., LLC/(CME Group)	$	380		6/25/21		2.243	%		3 Month LIBOR			(2,111	)
Morgan Stanley & Co., LLC/(CME Group)		530		1/14/24		2.980	%		3 Month LIBOR			(26,494	)
Morgan Stanley & Co., LLC/(CME Group)		460		2/14/24		2.889	%		3 Month LIBOR			(17,773	)
Morgan Stanley & Co., LLC/(CME Group)		650		4/28/24		2.817	%		3 Month LIBOR			(15,863	)
Morgan Stanley & Co., LLC/(CME Group)		450		5/29/24		3 Month LIBOR			2.628	%		1,890
											$	(44,999	)

CREDIT DEFAULT SWAPS (see Note D)

Swap Counterparty & Referenced Obligation	Fixed Rate (Pay) Receive			Implied Credit Spread at June 30, 2014			Notional Amount (000)		Market Value			Upfront Premiums Paid (Received)			Unrealized Appreciation/ (Depreciation)
Sale Contracts
Credit Suisse International:
Anadarko Petroleum Corp., 5.95%, 9/15/16, 9/20/17*		1.00	%		0.20	%		270	$	7,078		$	(6,125	)	$	13,203
Kohl’s Corp., 6.25%, 12/15/2017, 6/20/2019*		1.00			1.14			92		(698	)		(1,234	)		536
Kohl’s Corp., 6.25%, 12/15/2017, 6/20/2019*		1.00			1.14			54		(409	)		(649	)		240
Kohl’s Corp., 6.25%, 12/15/2017, 6/20/2019*		1.00			1.14			37		(285	)		(503	)		218
Kohl’s Corp., 6.25%, 12/15/2017, 6/20/2019*		1.00			1.14			37		(282	)		(499	)		217
									$	5,404		$	(9,010	)	$	14,414

* Termination date

INTEREST RATE SWAPS (see Note D)

					Rate Type
Swap Counterparty	Notional Amount (000)		Termination Date		Payments made by the Fund			Payments received by the Fund		Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, NA	$	1,390		1/30/17		1.059	%		3 Month LIBOR	$	(14,106	)
JPMorgan Chase Bank, NA		1,520		2/07/22		2.043	%		3 Month LIBOR		14,172
										$	66

13

INTERMEDIATE BOND PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

(a) Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2014, the aggregate market value of these securities amounted to $15,661,968 or 19.4% of net assets.

(b) Floating Rate Security. Stated interest rate was in effect at June 30, 2014.

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

(d) Non-income producing security.

(e) Fair valued by the Adviser.

(f) Illiquid security.

Currency Abbreviations:

AUD—Australian Dollar

BRL—Brazilian Real

CAD—Canadian Dollar

EUR—Euro

GBP—Great British Pound

IDR—Indonesian Rupiah

JPY—Japanese Yen

KRW—South Korean Won

MXN—Mexican Peso

MYR—Malaysian Ringgit

NOK—Norwegian Krone

NZD—New Zealand Dollar

PEN—Peruvian Nuevo Sol

PLN—Polish Zloty

USD—United States Dollar

Glossary:

ABS—Asset-Backed Securities

BBR—Bank of England Base Rate

BKBM—Bank Bill Benchmark (New Zealand)

CBT—Chicago Board of Trade

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

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

CMBS—Commercial Mortgage-Backed Securities

CME—Chicago Mercantile Exchange

GSE—Government-Sponsored Enterprise

INTRCONX—Inter-Continental Exchange

JSC—Joint Stock Company

LIBOR—London Interbank Offered Rates

REIT—Real Estate Investment Trust

TBA—To Be Announced

TIPS—Treasury Inflation Protected Security

See notes to financial statements.

14

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value (cost $90,409,002)	$	93,432,440
Cash		3,541	(a)
Due from broker		89,556
Foreign currencies, at value (cost $48,419)		49,291
Interest and dividends receivable		464,690
Receivable for investment securities sold and foreign currency transactions		151,694
Receivable for variation margin on centrally cleared interest rate swaps		48,721
Unrealized appreciation on forward currency exchange contracts		35,748
Unrealized appreciation on credit default swaps		14,414
Unrealized appreciation on interest rate swaps		14,172
Receivable for capital stock sold		12,611
Total assets		94,316,878
LIABILITIES
Payable for investment securities purchased		13,225,030
Unrealized depreciation on forward currency exchange contracts		131,872
Payable for variation margin on centrally cleared credit default swaps		52,110
Advisory fee payable		28,868
Administrative fee payable		27,668
Payable for capital stock redeemed		25,692
Unrealized depreciation on interest rate swaps		14,106
Upfront premium received on credit default swaps		9,010
Distribution fee payable		4,269
Payable for variation margin on futures		531
Transfer Agent fee payable		212
Accrued expenses		62,413
Total liabilities		13,581,781
NET ASSETS	$	80,735,097
COMPOSITION OF NET ASSETS
Capital stock, at par	$	6,899
Additional paid-in capital		71,815,576
Undistributed net investment income		3,828,816
Accumulated net realized gain on investment and foreign currency transactions		2,277,528
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		2,806,278
	$	80,735,097

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	59,125,113		5,036,590	$	11.74
B	$	21,609,984		1,861,989	$	11.61

(a) Represents amount on deposit at the broker as collateral for open derivative contracts.

See notes to financial statements.

15

INTERMEDIATE BOND PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Interest	$	1,418,554
Dividends		17,113
Consent fee income		443
		1,436,110
EXPENSES
Advisory fee (see Note B)		183,750
Distribution fee—Class B		27,123
Transfer agency—Class A		2,115
Transfer agency—Class B		766
Custodian		67,048
Administrative		27,239
Audit		24,942
Legal		15,193
Printing		12,744
Directors’ fees		2,299
Miscellaneous		3,436
Total expenses		366,655
Net investment income		1,069,455
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		1,188,923
Futures		13,981
Swaps		(24,716	)
Foreign currency transactions		(12,184	)
Net change in unrealized appreciation/depreciation of:
Investments		1,749,010
Futures		37,142
Swaps		(127,584	)
Foreign currency denominated assets and liabilities and other assets		(180,772	)
Net gain on investment and foreign currency transactions		2,643,800
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,713,255

See notes to financial statements.

16

INTERMEDIATE BOND PORTFOLIO
STATEMENT OF CHANGES IN NET  ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,069,455		$	2,576,017
Net realized gain on investment and foreign currency transactions		1,166,004			1,409,766
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities and other assets		1,477,796			(6,216,473	)
Net increase (decrease) in net assets from operations		3,713,255			(2,230,690	)
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(2,531,715	)
Class B		–0	–		(845,380	)
Net realized gain on investment transactions
Class A		–0	–		(2,053,818	)
Class B		–0	–		(749,834	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(7,275,927	)		(15,758,067	)
Total decrease		(3,562,672	)		(24,169,504	)
NET ASSETS
Beginning of period		84,297,769			108,467,273
End of period (including undistributed net investment income of $3,828,816 and $2,759,361, respectively)	$	80,735,097		$	84,297,769	��

See notes to financial statements.

17

INTERMEDIATE BOND PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Intermediate Bond Portfolio (the “Portfolio”), is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is to generate income and price appreciation without assuming what the Adviser considers undue risk. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

18

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

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

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

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

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

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

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

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

19

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Corporates–Investment Grades

$

–0

–

$

18,418,386

$

–0

–

$

18,418,386

Mortgage Pass-Throughs

–0

–

18,221,140

–0

–

18,221,140

Asset-Backed Securities

–0

–

11,286,489

1,605,706

12,892,195

Governments–Treasuries

–0

–

9,578,727

–0

–

9,578,727

Commercial Mortgage-Backed Securities

–0

–

6,203,120

294,838

6,497,958

Agencies

–0

–

4,365,026

–0

–

4,365,026

Quasi-Sovereigns

–0

–

2,171,773

–0

–

2,171,773

Corporates–Non-Investment Grades

–0

–

1,885,008

–0

–^

1,885,008

Collateralized Mortgage Obligations

–0

–

45,140

1,626,313

1,671,453

Inflation-Linked Securities

–0

–

1,670,844

–0

–

1,670,844

Governments–Sovereign Bonds

–0

–

639,724

–0

–

639,724

Preferred Stocks

423,628

123,681

–0

–

547,309

Local Governments–Municipal Bonds

–0

–

295,048

–0

–

295,048

Governments–Sovereign Agencies

–0

–

235,876

–0

–

235,876

Emerging Markets–Corporate Bonds

–0

–

107,500

–0

–

107,500

Warrants

–0

–

–0

–

–0

–^

–0

–

Short-Term Investments:

Agency Discount Note

–0

–

8,899,778

–0

–

8,899,778

Governments–Treasuries

–0

–

2,763,855

–0

–

2,763,855

Time Deposit

–0

–

2,570,840

–0

–

2,570,840

Total Investments in Securities

423,628

89,481,955

3,526,857

93,432,440

Other Financial Instruments*:

Assets:

Futures

773

–0

–

–0

–

773

#

Forward Currency Exchange Contracts

–0

–

35,748

–0

–

35,748

Centrally Cleared Interest Rate Swaps

–0

–

18,222

–0

–

18,222

#

Credit Default Swaps

–0

–

14,414

–0

–

14,414

Interest Rate Swaps

–0

–

14,172

–0

–

14,172

Liabilities:

Futures

(1,731

)

–0

–

–0

–

(1,731

)#

Forward Currency Exchange Contracts

–0

–

(131,872

)

–0

–

(131,872

)

Centrally Cleared Credit Default Swaps

–0

–

(91,874

)

–0

–

(91,874

)#

Centrally Cleared Interest Rate Swaps

–0

–

(63,221

)

–0

–

(63,221

)#

Interest Rate Swaps

–0

–

(14,106

)

–0

–

(14,106

)

Total**

$

422,670

$

89,263,438

$

3,526,857

$

93,212,965

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

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

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

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

20

AllianceBernstein Variable Products Series Fund

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

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

	Asset-Backed Securities			Commercial Mortgage- Backed Securities			Corporates  - Non-Investment Grades^
Balance as of 12/31/13	$	1,270,213		$	186,676		$	–0	–
Accrued discounts/(premiums)		1,474			(82	)		–0	–
Realized gain (loss)		2,735			–0	–		–0	–
Change in unrealized appreciation/depreciation		8,480			6,685			–0	–
Purchases		609,598			101,559			–0	–
Sales		(286,794	)		–0	–		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/14	$	1,605,706		$	294,838		$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/14*	$	8,056		$	6,685		$	–0	–
	Collateralized Mortgage Obligations			Common Stocks			Warrants^
Balance as of 12/31/13	$	1,240,216		$	3,690		$	–0	–
Accrued discounts/(premiums)		4,161			–0	–		–0	–
Realized gain (loss)		(7,709	)		3,742			–0	–
Change in unrealized appreciation/depreciation		55,235			(3,686	)		–0	–
Purchases		396,615			–0	–		–0	–
Sales		(62,205	)		(3,746	)		–0	–
Transfers in to Level 3		–0	–		–0	–		–0	–
Transfers out of Level 3		–0	–		–0	–		–0	–
Balance as of 6/30/14	$	1,626,313		$	–0	–	$	–0	–
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/14*	$	55,235		$	–0	–	$	–0	–
	Total
Balance as of 12/31/13	$	2,700,795
Accrued discounts/(premiums)		5,553
Realized gain (loss)		(1,232	)
Change in unrealized appreciation/depreciation		66,714
Purchases		1,107,772
Sales		(352,745	)
Transfers in to Level 3		–0	–
Transfers out of Level 3		–0	–
Balance as of 6/30/14	$	3,526,857
Net change in unrealized appreciation/depreciation from Investments held as of 6/30/14*	$	69,976

^ 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.

21

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

The following presents information about significant unobservable inputs related to the Portfolio with material categories of Level 3 investments at June 30, 2014:

	Quantitative Information about Level 3 Fair Value Measurements
	Fair Value  at 6/30/14	Valuation Technique	Unobservable Input	Range/Weighted Average
Asset-Backed Securities	$1,605,706	Third Party Vendor	Evaluated Quotes	$70.27-$102.04/$96.80
Commercial Mortgage-Backed Securities	$193,279	Third Party Vendor	Evaluated Quotes	$103.72-$108.77/$105.72
	$101,559	Qualitative Assessment	Transaction Price	$100.00/N/A
Corporates–Non-Investment Grades	$0	Qualitative Assessment		$0.00/N/A
Collateralized Mortgage Obligations	$1,526,313	Third Party Vendor	Evaluated Quotes	$61.94-$114.01/$85.08
	$100,000	Qualitative Assessment	Transaction Price	$100.00/N/A
Warrants	$0	Qualitative Assessment		$0.00/N/A

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

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

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

3. Currency Translation

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

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

4. Taxes

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

22

AllianceBernstein Variable Products Series Fund

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

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

5. Investment Income and Investment Transactions

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

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .45% of the first $2.5 billion, .40% of the next $2.5 billion 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, 2014, the reimbursement for such services amounted to $27,239.

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, 2014.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $166, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C: Distribution Plan

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

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

23

INTERMEDIATE BOND 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, 2014 were as follows:

	Purchases		Sales
Investment securities (excluding U.S. government securities)	$	12,753,512	$	14,523,543
U.S. government securities		91,941,584		93,358,798

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

Gross unrealized appreciation	$	3,334,435
Gross unrealized depreciation		(310,997	)
Net unrealized appreciation	$	3,023,438

1. Derivative Financial Instruments

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

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

• Futures

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

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

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

During the six months ended June 30, 2014, the Portfolio held futures for hedging and non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale

24

AllianceBernstein Variable Products Series Fund

commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

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

During the six months ended June 30, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

• Swaps

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

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

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

At the time the Portfolio enters into a centrally cleared swap, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded swaps is generally less than privately negotiated swaps, since the

25

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

clearinghouse, which is the issuer or counterparty to each exchange-traded swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

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

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

During the six months ended June 30, 2014, the Portfolio held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

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, 2014, the Portfolio held credit default swaps for hedging and non-hedging purposes.

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

At June 30, 2014, the Portfolio had Sale Contracts outstanding with a Maximum Payout Amount of $490,000, with net unrealized appreciation of $14,414, and a term of less than 5 years, as reflected in the portfolio of investments.

26

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 swaps entered into by the Portfolio for the same reference obligation with the same counterparty. As of June 30, 2014, the Portfolio did not have Buy Contracts outstanding with respect to the same referenced obligation and same counterparty for its Sale Contracts outstanding.

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

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

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. As of June 30, 2014, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $118,301. If a trigger event had occurred at June 30, 2014, for those derivatives in a net liability position, an amount of $118,301 would be required to be posted by the Portfolio.

At June 30, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives				Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value			Statement of Assets and Liabilities Location	Fair Value
Interest rate contracts	Receivable/Payable for variation margin on futures	$	773	*	Receivable/Payable for variation margin on futures	$	1,731	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts		35,748		Unrealized depreciation on forward currency exchange contracts		131,872
Interest rate contracts	Unrealized appreciation on interest rate swaps		14,172		Unrealized depreciation on interest rate swaps		14,106
Interest rate contracts	Receivable/Payable for variation margin on centrally cleared interest rate swaps		18,222	*	Receivable/Payable for variation margin on centrally cleared interest rate swaps		63,221	*
Credit contracts	Unrealized appreciation on credit default swaps		14,414
Credit contracts					Receivable/Payable for variation margin on centrally cleared credit default swaps		91,874	*
Total		$	83,329			$	302,804

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

27

INTERMEDIATE BOND 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, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Interest rate contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	13,981		$	37,142
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(40,811	)		(182,345	)
Interest rate contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(3,412	)		(101,272	)
Credit contracts	Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps		(21,304	)		(26,312	)
Total		$	(51,546	)	$	(272,787	)

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2014:

Futures:
Average original value of buy contracts	$	2,064,665
Average original value of sale contracts	$	1,235,940
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	2,719,115
Average principal amount of sale contracts	$	7,377,470
Interest Rate Swaps:
Average notional amount	$	2,910,000
Centrally Cleared Interest Rate Swaps:
Average notional amount	$	5,028,279
Credit Default Swaps:
Average notional amount of sale contracts	$	325,171
Centrally Cleared Credit Default Swaps:
Average notional amount of buy contracts	$	3,147,571

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

28

AllianceBernstein Variable Products Series Fund

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2014:

Counterparty

Derivative Assets Subject to MA

Derivative Available for Offset

Cash Collateral Received

Securities Collateral Received

Net Amount of Derivatives Assets

Barclays Bank PLC

$

2,278

$

(2,107

)

$

–0

–

$

–0

–

$

171

Credit Suisse International

7,078

(7,078

)

–0

–

–0

–

–0

–

Goldman Sachs Bank USA

9,488

(1,899

)

–0

–

–0

–

7,589

JPMorgan Chase Bank, NA

14,172

(14,106

)

–0

–

–0

–

66

Morgan Stanley & Co., Inc.

4,678

–0

–

–0

–

–0

–

4,678

Exchange-Traded Morgan Stanley & Co., LLC

48,721

(48,721

)

–0

–

–0

–

–0

–

Royal Bank of Scotland PLC

8,936

–0

–

–0

–

–0

–

8,936

Standard Chartered Bank

6,207

–0

–

–0

–

–0

–

6,207

State Street Bank & Trust Co.

4,161

(4,161

)

–0

–

–0

–

–0

–

Total

$

105,719

$

(78,072

)

$

–0

–

$

–0

–

$

27,647

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged

Securities Collateral Pledged

Net Amount of Derivatives Liabilities

Barclays Bank PLC

$

2,107

$

(2,107

)

$

–0

–

$

–0

–

$

–0

–

BNP Paribas SA

29,423

–0

–

–0

–

–0

–

29,423

Citibank, NA

6,501

–0

–

–0

–

–0

–

6,501

Credit Suisse International

12,620

(7,078

)

–0

–

–0

–

5,542

Deutsche Bank AG

24,518

–0

–

–0

–

–0

–

24,518

Goldman Sachs Bank USA

1,899

(1,899

)

–0

–

–0

–

–0

–

HSBC Bank USA

20,753

–0

–

–0

–

–0

–

20,753

JPMorgan Chase Bank, NA

14,106

(14,106

)

–0

–

–0

–

–0

–

Exchange-Traded Morgan Stanley & Co., LLC*

52,110

(48,721

)

–0

–

–0

–

3,389

Exchange-Traded New Edge USA, LLC*

531

–0

–

(531

)**

–0

–

–0

–

State Street Bank & Trust Co.

5,007

(4,161

)

–0

–

–0

–

846

UBS AG

30,718

–0

–

–0

–

–0

–

30,718

Total

$

200,293

$

(78,072

)

$

(531

)

$

–0

–

$

121,690

* Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at June 30, 2014.

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

2. Currency Transactions

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

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

29

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

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, 2014, the Portfolio earned drop income of $203,646 which is included in interest income in the accompanying statement of operations.

4. Reverse Repurchase Agreements

The Portfolio may enter into reverse repurchase transactions (“RVP”) in accordance with the terms of a Master Repurchase Agreement (“MRA”), under which the Portfolio sells securities and agrees to repurchase them at a mutually agreed upon date and price. At the time the Portfolio enters into a reverse repurchase agreement, it will establish a segregated account with the custodian containing liquid assets having a value comparable to the repurchase price. Under the MRA and other Master Agreements, the Portfolio is permitted to offset payables and/or receivables with collateral held and/or posted to the counterparty and create one single net payment due to or from the Portfolio in the event of a default. In the event of a default by a MRA counterparty, the Portfolio may be considered an unsecured creditor with respect to any excess collateral (collateral with a market value in excess of the repurchase price) held by and/or posted to the counterparty, and as such the return of such excess collateral may be delayed or denied. For the six months ended June 30, 2014, the Portfolio had no transactions in reverse repurchase agreements.

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		99,888			74,962		$	1,142,783		$	884,617
Shares issued in reinvestment of dividends and distributions		–0	–		413,111			–0	–		4,585,533
Shares redeemed		(575,923	)		(1,408,318	)		(6,611,418	)		(16,566,656	)
Net decrease		(476,035	)		(920,245	)	$	(5,468,635	)	$	(11,096,506	)
Class B
Shares sold		85,383			92,014		$	977,531		$	1,077,143
Shares issued in reinvestment of dividends and distributions		–0	–		145,019			–0	–		1,595,214
Shares redeemed		(244,895	)		(628,054	)		(2,784,823	)		(7,333,918	)
Net decrease		(159,512	)		(391,021	)	$	(1,807,292	)	$	(4,661,561	)

NOTE F: Risks Involved in Investing in the Portfolio

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

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

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

30

AllianceBernstein Variable Products Series Fund

could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

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

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

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

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

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

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

NOTE G: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2014.

NOTE H: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	4,448,851	$	5,421,309
Net long-term capital gains		1,731,896		3,090,029
Total taxable distributions paid	$	6,180,747	$	8,511,338

31

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

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	2,728,367
Undistributed net capital gain		1,075,148
Accumulated capital and other losses		(8,541	)(a)
Unrealized appreciation/(depreciation)		1,404,393	(b)
Total accumulated earnings/(deficit)	$	5,199,367

(a) As of December 31, 2013, the Portfolio had cumulative deferred losses on straddles of $8,541.

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

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE I: Subsequent Events

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

32

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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$11.22			$12.30			$12.54			$12.39			$11.98			$10.50
Income From Investment Operations
Net investment income (a)		.15			.32			.33			.42			.48			.52
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.37			(.59	)		.35	#		.38			.60			1.37
Contributions from Adviser		0			0			.05	#		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.52			(.27	)		.73			.80			1.08			1.89
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.45	)		(.58	)		(.60	)		(.67	)		(.41	)
Distributions from net realized gain on investment transactions		–0	–		(.36	)		(.39	)		(.05	)		–0	–		–0	–
Total dividends and distributions		–0	–		(.81	)		(.97	)		(.65	)		(.67	)		(.41	)
Net asset value, end of period		$11.74			$11.22			$12.30			$12.54			$12.39			$11.98
Total Return
Total investment return based on net asset value (b)		4.64	%		(2.16	)%		6.05	%		6.64	%		9.20	%		18.51	%**
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$59,125			$61,848			$79,104			$106,028			$119,599			$129,647
Ratio to average net assets of:
Expenses		.83	%^		.77	%		.70	%		.65	%		.68	%+		.69	%
Net investment income		2.69	%^		2.74	%		2.67	%		3.42	%		3.90	%+		4.69	%
Portfolio turnover rate**		128	%		217	%		116	%		108	%		94	%		102	%

See footnote summary on page 34.

33

INTERMEDIATE BOND 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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$11.11			$12.17			$12.41			$12.26			$11.86			$10.40
Income From Investment Operations
Net investment income (a)		.14			.29			.30			.39			.44			.49
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.36			(.58	)		.35	#		.37			.60			1.36
Contributions from Adviser		–0	–		–0	–		.05	#		–0	–		–0	–		–0	–
Net increase (decrease) in net asset value from operations		.50			(.29	)		.70			.76			1.04			1.85
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.41	)		(.55	)		(.56	)		(.64	)		(.39	)
Distributions from net realized gain on investment transactions		–0	–		(.36	)		(.39	)		(.05	)		–0	–		–0	–
Total dividends and distributions		–0	–		(.77	)		(.94	)		(.61	)		(.64	)		(.39	)
Net asset value, end of period		$11.61			$11.11			$12.17			$12.41			$12.26			$11.86
Total Return
Total investment return based on net asset value (b)		4.50	%		(2.34	)%*		5.79	%*		6.38	%		8.93	%*		18.20	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$21,610			$22,450			$29,363			$33,973			$39,025			$41,341
Ratio to average net assets of:
Expenses		1.08	%^		1.02	%		.96	%		.90	%		.93	%+		.94	%
Net investment income		2.44	%^		2.49	%		2.43	%		3.17	%		3.64	%+		4.44	%
Portfolio turnover rate**		128	%		217	%		116	%		108	%		94	%		102	%

(a) Based on average shares outstanding.

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

# Amount reclassified from realized gain (loss) on investment transactions.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2013, December 31, 2012, December 31, 2010 and December 31, 2009 by 0.02%, 0.05%, 0.04% and 0.01%, respectively.

Includes the Adviser’s reimbursement in respect of the Lehman Bankruptcy Claim which contributed to the Portfolio’s performance by 0.38% for the year-ended December 31, 2012.

^ Annualized.

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

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

See notes to financial statements.

34

INTERMEDIATE BOND PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

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

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

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

The Senior Officer’s evaluation considered the following factors:

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

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

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

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

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

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

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

INVESTMENT ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.⁵ Also shown are the Portfolio’s net assets on September 30, 2013.

1 The information in the fee evaluation was completed on October 24, 2013 and discussed with the Board of Directors on November 5-7, 2013.

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 It should be noted that on April 25, 2008, the Adviser’s variable fixed-income offerings were reorganized and U.S. Government/ High Grade Securities Portfolio acquired the assets of other fixed income series of the Fund, including Americas Government Income Portfolio, Global Bond Portfolio, Global Dollar Government Portfolio and High Yield Portfolio. On April 28, 2008 the investment guidelines of U.S. Government/ High Grade Securities Portfolio were broadened to match those of the Adviser’s U.S. Strategic Core Plus Strategy and the Portfolio’s name was changed to Intermediate Bond Portfolio.

4 Jones v. Harris at 1427.

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

35

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets ($MM)
Intermediate Bond Portfolio	Low Risk Income	0.45% on 1st $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance	$90.2

The Portfolio’s Investment Advisory Agreement provides for the Adviser to be reimbursed for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s the fiscal year ended December 31, 2012, the Adviser received $44,915 (0.038% of the Portfolio’s average daily net assets) for providing such services.

Set forth below are the Portfolio’s total expense ratios for the most recent semi-annual period:

Portfolio	Total Expense Ratio6	Fiscal Year
Intermediate Bond Portfolio	Class A    0.74% Class B    0.99%	December 31 (ratio as of June 30, 2013)

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

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

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts with a similar investment style as the Portfolio.⁷ In addition to the AllianceBernstein Institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein Institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on September 30, 2013 net assets.⁸

6 Annualized.

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

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

36

AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 9/30/13 ($MM)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee (%)		Fund Advisory Fee (%)
Intermediate Bond Portfolio	$90.2	U.S. Strategic Core Plus 0.50% on the first $30 million 0.20% on the balance Minimum account size: $25 million		0.300		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. The AllianceBernstein Mutual Funds were also affected by the Adviser’s settlement with the NYAG. As a result, the Portfolio has the same breakpoints as AllianceBernstein Bond Fund, Inc.–Intermediate Bond Portfolio. Sanford C. Bernstein Fund II, Inc.–Intermediate Duration Institutional Portfolio, which is managed similarly as the Portfolio, was not affected by the settlement since the fund has lower breakpoints than the NYAG related fee schedule. Also shown are what would have been the effective advisory fees of the Portfolio had the ABMF fee schedules been applicable to the Portfolio based on September 30, 2013 net assets:

Portfolio	ABMF Fund	Fee Schedule	ABMF Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Bond Fund, Inc.–Intermediate Bond Portfolio	0.45% on first $2.5 billion 0.40% on next $2.5 billion 0.35% on the balance		0.450		0.450
Intermediate Bond Portfolio	Intermediate Duration Institutional Portfolio9	0.50% on first $1 billion 0.45% on the balance		0.500		0.450

The Adviser manages Intermediate Duration Portfolio of the Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company which has a similar investment style as the Portfolio. Set forth below is Intermediate Duration Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of Intermediate Duration Portfolio been applicable to the Portfolio based on September 30, 2013 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Intermediate Duration Portfolio	0.50% on 1st $1 billion 0.45% on next $2 billion 0.40% on next $2 billion 0.35% on next $2 billion 0.30% the balance		0.500		0.450

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fee set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on September 30, 2013 net assets.

Portfolio		Fee Schedule	Effective Sub-Adv. Fee (%)		Portfolio Advisory Fee (%)
Intermediate Bond Portfolio	Client # 1	AB Sub-Advisory Fee Schedule:     0.29% on first $100 million     0.20% thereafter		0.290		0.450

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that this is the only sub-advisory relationship and it is with an affiliate of the Adviser, the fee schedule may not reflect arm’s-length bargaining or negotiations.

9 Intermediate Duration Institutional Portfolio has an expense cap of 0.45%, which effectively reduces the advisory fee of the fund.

37

INTERMEDIATE BOND 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-advised relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management service generally required by a registered investment company.

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

Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”)¹¹ and the Portfolio’s contractual management fee ranking.¹²

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

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹³

Portfolio	Contractual Management Fee (%)14	Lipper Exp. Group Median (%)	Lipper Group Rank
Intermediate Bond Portfolio	0.450	0.500		2/12

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU.

Portfolio	Total Expense Ratio (%)15		Lipper Exp. Group Median (%)		Lipper Group Rank		Lipper Exp. Universe Median (%)		Lipper Universe Rank
Intermediate Bond Portfolio		0.705		0.652		11/12		0.604		25/28

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

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

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

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

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

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

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

38

AllianceBernstein Variable Products Series Fund

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

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

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

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

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive and the relationship otherwise complies with the 40 Act restrictions. These affiliates provide transfer agent and distribution services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments and front-end sales loads.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2012, ABI received $78,314 in Rule 12b-1 fees from the Portfolio.

During the fiscal year ended December 31, 2012, distribution expenses were incurred by ABI in the amount of $218,349 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Adviser and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, and payments related to providing contract-holder record-keeping and/or administrative services. Payments related to providing contract-holder record keeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the firm over the year. With respect to the Fund,¹⁶ ABI paid approximately $600,000 in 2012 and expects to pay approximately $600,000 in 2013 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”), an affiliate of the Adviser. During the most recently completed fiscal year, the Portfolio paid ABIS a fee of approximately $1,385.¹⁷

V. POSSIBLE ECONOMIES OF SCALE

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

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base

16 The fee is inclusive of other Portfolios of the Fund (Equity and Blend), which are not discussed in this summary.

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

39

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

compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

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

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

With assets under management of approximately $445 billion as of September 30, 2013, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance rankings²¹ of the Portfolio relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended July 31, 2013.²³

	Fund Return (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Intermediate Bond Portfolio
1 year		–0.97		–1.08		–0.43		3/6		9/14
3 year		3.75		3.82		3.99		5/6		11/14
5 year		6.24		5.96		5.86		2/6		4/14
10 year		4.80		4.48		4.71		2/6		6/12

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

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

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

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

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

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

40

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmarks²⁵. Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending July 31, 2013 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Intermediate Bond Portfolio	–	0.97		3.75		6.24		4.80		5.41		4.39		0.69		10
Barclays Capital U.S. Government Bond Index	–	2.54		2.68		4.26		4.50		5.72		4.01		0.70		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 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: December 5, 2013

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

25 The Adviser provided Portfolio and benchmark performance return information for periods through July 31, 2013.

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

41

VPS-IB-0512-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Growth Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

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

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

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

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

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

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,055.50	$	5.10		1.00	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.84	$	5.01		1.00	%
Class B
Actual	$	1,000	$	1,054.00	$	6.62		1.30	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.35	$	6.51		1.30	%

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

1

INTERNATIONAL GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Roche Holding AG	$	3,405,646		3.5	%
Prudential PLC		2,615,342		2.7
Nestle SA		2,480,511		2.5
British American Tobacco PLC		2,409,663		2.5
AIA Group Ltd.		2,348,500		2.4
Anheuser-Busch InBev NV		2,341,897		2.4
Cie Financiere Richemont SA		2,297,189		2.4
Schlumberger Ltd.		2,263,461		2.3
MediaTek, Inc.		2,012,919		2.1
UBS AG (REG)		1,983,243		2.0
	$	24,158,371		24.8	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	23,403,779		24.1	%
Consumer Discretionary		16,042,849		16.5
Consumer Staples		14,396,148		14.9
Health Care		12,563,033		13.0
Industrials		11,910,675		12.3
Information Technology		10,671,232		11.0
Energy		4,073,535		4.2
Materials		2,968,223		3.1
Short-Term Investments		865,125		0.9
Total Investments	$	96,894,599		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 breakdown is classified in the above chart and throughout this report according to the Russell sector classification scheme. The Russell sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on www.russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

INTERNATIONAL GROWTH PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
United Kingdom	$	21,529,795		22.2	%
Switzerland		12,024,315		12.4
Japan		10,333,536		10.7
India		4,978,706		5.1
France		4,649,929		4.8
Germany		4,222,149		4.4
Italy		4,055,311		4.2
Hong Kong		3,959,149		4.1
China		3,919,817		4.0
Taiwan		3,637,832		3.8
Russia		3,575,798		3.7
South Africa		2,819,609		2.9
Belgium		2,341,897		2.4
Other		13,981,631		14.4
Short-Term Investments		865,125		0.9
Total Investments	$	96,894,599		100.0	%

* All data are as of June 30, 2014. 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 2.3% or less in the following countries: Austria, Brazil, Denmark, Indonesia, Mexico, Netherlands, Peru, Philippines, Singapore, Sweden, Thailand and United States.

3

INTERNATIONAL GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.5%
FINANCIALS–24.0%
BANKS–6.1%
Credicorp Ltd.		8,840	$	1,374,355
Kasikornbank PCL (NVDR)		123,900		778,740
Sberbank of Russia (Sponsored ADR)		77,835		791,582
Sumitomo Mitsui Financial Group, Inc.		31,300		1,313,250
UniCredit SpA		206,410		1,725,871
				5,983,798
CAPITAL MARKETS–6.8%
Aberdeen Asset Management PLC		223,230		1,732,444
Azimut Holding SpA		41,715		1,073,792
Partners Group Holding AG		6,800		1,857,726
UBS AG (REG)(a)		108,170		1,983,243
				6,647,205
DIVERSIFIED FINANCIAL SERVICES–2.8%
IG Group Holdings PLC		116,468		1,170,064
ING Groep NV(a)		110,860		1,555,641
				2,725,705
INSURANCE–5.1%
AIA Group Ltd.		466,800		2,348,500
Prudential PLC		114,150		2,615,342
				4,963,842
REAL ESTATE MANAGEMENT & DEVELOPMENT–1.2%
Global Logistic Properties Ltd.		518,000		1,122,630
THRIFTS & MORTGAGE FINANCE–2.0%
Housing Development Finance Corp.		119,420		1,960,599
				23,403,779
CONSUMER DISCRETIONARY–16.5%
AUTOMOBILES–4.2%
Nissan Motor Co., Ltd.		160,800		1,522,688
Tata Motors Ltd.–Class A		247,420		1,214,681
Volkswagen AG (Preference Shares)		5,056		1,324,250
				4,061,619
DIVERSIFIED CONSUMER SERVICES–0.8%
Kroton Educacional SA		28,000		785,191
HOTELS, RESTAURANTS & LEISURE–1.8%
Alsea SAB de CV		72,601		261,058
Melco Crown Entertainment Ltd. (ADR)		40,430		1,443,755
				1,704,813
HOUSEHOLD DURABLES–1.2%
Panasonic Corp.		95,100	$	1,152,807
INTERNET & CATALOG RETAIL–0.7%
JD.com, Inc. (ADR)(a)		25,416		724,610
MEDIA–1.4%
Naspers Ltd.–Class N		11,490		1,352,866
MULTILINE RETAIL–0.8%
Matahari Department Store Tbk PT		706,500		822,711
SPECIALTY RETAIL–1.9%
Card Factory PLC(a)		123,026		433,726
Chow Tai Fook Jewellery Group Ltd.		109,000		166,894
Fast Retailing Co., Ltd.		3,900		1,284,775
				1,885,395
TEXTILES, APPAREL & LUXURY GOODS–3.7%
Brunello Cucinelli SpA(b)		22,787		517,299
Cie Financiere Richemont SA		21,922		2,297,189
Prada SpA(b)		103,900		738,349
				3,552,837
				16,042,849
CONSUMER STAPLES–14.8%
BEVERAGES–2.4%
Anheuser-Busch InBev NV		20,382		2,341,897
FOOD & STAPLES RETAILING–1.6%
Magnit OJSC (Sponsored GDR)(c)		14,470		853,730
Tsuruha Holdings, Inc.		13,500		744,976
				1,598,706
FOOD PRODUCTS–5.3%
Danone SA		23,140		1,720,653
Nestle SA		32,012		2,480,511
Universal Robina Corp.		270,820		957,190
				5,158,354
HOUSEHOLD PRODUCTS–3.0%
Reckitt Benckiser Group PLC		21,560		1,879,927
Unicharm Corp.		16,900		1,007,601
				2,887,528
TOBACCO–2.5%
British American Tobacco PLC		40,497		2,409,663
				14,396,148
HEALTH CARE–12.9%
HEALTH CARE EQUIPMENT & SUPPLIES–2.1%
Elekta AB–Class B(b)		51,410		652,953
Essilor International SA		9,980		1,057,640
Shandong Weigao Group Medical Polymer Co., Ltd.–Class H		328,000		320,146
				2,030,739

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
HEALTH CARE PROVIDERS & SERVICES–0.7%
Life Healthcare Group Holdings Ltd.		182,640	$	712,588
PHARMACEUTICALS–10.1%
Aspen Pharmacare Holdings Ltd.		26,821		754,155
Bayer AG		8,597		1,212,806
H Lundbeck A/S		22,140		544,875
Novo Nordisk A/S–Class B		31,855		1,470,202
Roche Holding AG		11,430		3,405,646
Shire PLC		18,661		1,463,825
Sun Pharmaceutical Industries Ltd.		84,660		968,197
				9,819,706
				12,563,033
INDUSTRIALS–12.2%
AEROSPACE & DEFENSE–1.9%
Safran SA		28,590		1,871,636
COMMERCIAL SERVICES & SUPPLIES–1.4%
Aggreko PLC		48,816		1,378,228
INDUSTRIAL CONGLOMERATES–1.7%
Toshiba Corp.		351,000		1,640,726
MACHINERY–2.6%
Komatsu Ltd.		71,800		1,666,713
Melrose Industries PLC		196,363		873,796
				2,540,509
PROFESSIONAL SERVICES–3.3%
Capita PLC		99,590		1,951,095
Intertek Group PLC		26,220		1,232,799
				3,183,894
TRADING COMPANIES & DISTRIBUTORS–1.3%
Wolseley PLC		23,652		1,295,682
				11,910,675
INFORMATION TECHNOLOGY–10.9%
INTERNET SOFTWARE & SERVICES–4.9%
Baidu, Inc. (Sponsored ADR)(a)		7,920		1,479,535
Mail.ru Group Ltd. (GDR)(a)(c)		26,770		942,902
Tencent Holdings Ltd		91,500		1,395,526
Yandex NV–Class A(a)		27,710		987,584
				4,805,547
IT SERVICES–0.8%
Tata Consultancy Services Ltd.		20,800		835,229
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–5.2%
ams AG		8,390		1,392,624
MediaTek, Inc.		119,000		2,012,919
Taiwan Semiconductor Manufacturing Co., Ltd.		384,000	$	1,624,913
				5,030,456
				10,671,232
ENERGY–4.2%
ENERGY EQUIPMENT & SERVICES–2.3%
Schlumberger Ltd.		19,190		2,263,461
OIL, GAS & CONSUMABLE FUELS–1.9%
BG Group PLC		85,780		1,810,074
				4,073,535
MATERIALS–3.0%
CHEMICALS–1.7%
Linde AG		7,930		1,685,093
METALS & MINING–1.3%
BHP Billiton PLC		39,470		1,283,130
				2,968,223
Total Common Stocks (cost $67,971,103)				96,029,474
	Principal Amount (000)
SHORT-TERM INVESTMENTS – 0.9%
TIME DEPOSIT–0.9%
State Street Time Deposit 0.01%, 7/01/14 (cost $865,125)	$	865		865,125
Total Investments Before Security Lending Collateral for Securities Loaned–99.4% (cost $68,836,228)				96,894,599
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–1.6%
INVESTMENT COMPANIES–1.6%
AllianceBernstein Exchange Reserves–Class I, 0.07%(d) (cost $1,548,329)		1,548,329		1,548,329
TOTAL INVESTMENTS–101.0% (cost $70,384,557)				98,442,928
Other assets less liabilities–(1.0)%				(1,012,838	)
NET ASSETS–100.0%			$	97,430,090

5

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

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)		In Exchange For (000)		Settlement Date		Unrealized Appreciation/ (Depreciation)
BNP Paribas SA	AUD	754	USD	708		8/14/14	$	(1,138	)
BNP Paribas SA	JPY	292,847	USD	2,889		8/14/14		(2,725	)
BNP Paribas SA	USD	5,273	AUD	5,659		8/14/14		46,377
BNP Paribas SA	USD	2,883	JPY	292,847		8/14/14		8,989
Credit Suisse International	CAD	2,480	USD	2,318		8/14/14		(3,761	)
Credit Suisse International	GBP	5,419	USD	9,185		8/14/14		(86,010	)
Credit Suisse International	RUB	75,848	USD	2,135		8/14/14		(77,489	)
Credit Suisse International	USD	588	NOK	3,457		8/14/14		(25,081	)
HSBC Bank USA	HKD	18,080	USD	2,333		8/14/14		1,093
HSBC Bank USA	USD	6,793	CAD	7,404		8/14/14		138,292
HSBC Bank USA	USD	3,464	CHF	3,087		8/14/14		18,575
HSBC Bank USA	USD	364	GBP	218		8/14/14		8,620
HSBC Bank USA	USD	507	HKD	3,930		8/14/14		(125	)
State Street Bank & Trust Co.	CHF	5,197	USD	5,923		8/14/14		60,924
State Street Bank & Trust Co.	CHF	766	USD	860		8/14/14		(4,466	)
State Street Bank & Trust Co.	EUR	448	USD	612		8/14/14		(1,278	)
State Street Bank & Trust Co.	GBP	112	USD	189		8/14/14		(2,668	)
State Street Bank & Trust Co.	USD	401	CHF	360		8/14/14		4,775
State Street Bank & Trust Co.	USD	4,035	EUR	2,911		8/14/14		(48,375	)
State Street Bank & Trust Co.	USD	2,129	GBP	1,252		8/14/14		12,510
State Street Bank & Trust Co.	USD	1,535	SEK	9,985		8/14/14		(41,499	)
							$	5,540

(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, 2014, the aggregate market value of these securities amounted to $1,796,632 or 1.8% of net assets.

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

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

RUB—Russian Ruble

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

GDR—Global Depositary Receipt

NVDR—Non Voting Depositary Receipt

OJSC—Open Joint Stock Company

REG—Registered Shares

See notes to financial statements.

6

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $68,836,228)	$	96,894,599	(a)
Affiliated issuers (cost $1,548,329—investment of cash collateral for securities loaned)		1,548,329
Foreign currencies, at value (cost $265,176)		266,946
Receivable for investment securities sold and foreign currency transactions		1,532,668
Unrealized appreciation on forward currency exchange contracts		300,155
Dividends and interest receivable		292,250
Receivable for capital stock sold		119,750
Total assets		100,954,697
LIABILITIES
Payable for collateral received on securities loaned		1,548,329
Payable for investment securities purchased and foreign currency transactions		1,349,232
Unrealized depreciation on forward currency exchange contracts		294,615
Payable for capital stock redeemed		134,671
Advisory fee payable		57,808
Administrative fee payable		28,560
Distribution fee payable		10,644
Transfer Agent fee payable		212
Accrued expenses and other liabilities		100,536
Total liabilities		3,524,607
NET ASSETS	$	97,430,090
COMPOSITION OF NET ASSETS
Capital stock, at par	$	4,822
Additional paid-in capital		107,570,715
Undistributed net investment income		1,865,056
Accumulated net realized loss on investment and foreign currency transactions		(40,022,255	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		28,011,752
	$	97,430,090

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

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	43,837,390		2,156,062	$	20.33
B	$	53,592,700		2,665,562	$	20.11

(a) Includes securities on loan with a value of $1,488,931 (see Note E).

See notes to financial statements.

7

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $122,937)	$	1,613,856
Affiliated issuers		692
Interest		334
Securities lending income		14,569
		1,629,451
EXPENSES
Advisory fee (see Note B)		410,908
Distribution fee—Class B		65,282
Transfer agency—Class A		1,457
Transfer agency—Class B		1,466
Custodian		53,261
Administrative		27,041
Audit		18,921
Printing		18,844
Legal		17,584
Directors’ fees		2,386
Miscellaneous		8,302
Total expenses		625,452
Net investment income		1,003,999
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		18,150,442
Futures		649,604
Foreign currency transactions		(1,279,120	)
Net change in unrealized appreciation/depreciation of:
Investments		(16,327,994	)(a)
Foreign currency denominated assets and liabilities		1,494,851
Net gain on investment and foreign currency transactions		2,687,783
Contributions from Adviser (see Note B)		5,816
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	3,697,598

(a) Net of increase in accrued foreign capital gains taxes of $58,934.

See notes to financial statements.

8

INTERNATIONAL GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,003,999		$	1,661,705
Net realized gain on investment and foreign currency transactions		17,520,926			529,841
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(14,833,143	)		17,582,786
Contributions from Adviser (see Note B)		5,816			–0	–
Net increase in net assets from operations		3,697,598			19,774,332
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(969,189	)
Class B		–0	–		(406,590	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(63,377,696	)		(17,593,374	)
Total increase (decrease)		(59,680,098	)		805,179
NET ASSETS
Beginning of period		157,110,188			156,305,009
End of period (including undistributed net investment income of $1,865,056 and $861,057, respectively)	$	97,430,090		$	157,110,188

See notes to financial statements.

9

INTERNATIONAL GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

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

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

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

1. Security Valuation

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

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

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

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

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AllianceBernstein Variable Products Series Fund

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

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

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

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

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

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

	Level 1			Level 2			Level 3			Total
Investments in Securities:
Assets:
Common Stocks:
Financials	$	2,165,937		$	21,237,842		$	–0	–	$	23,403,779
Consumer Discretionary		3,648,340			12,394,509			–0	–		16,042,849
Consumer Staples		853,730			13,542,418			–0	–		14,396,148
Health Care		544,875			12,018,158			–0	–		12,563,033
Industrials		–0	–		11,910,675			–0	–		11,910,675
Information Technology		2,996,222			7,675,010			–0	–		10,671,232
Energy		2,263,461			1,810,074			–0	–		4,073,535
Materials		–0	–		2,968,223			–0	–		2,968,223
Short-Term Investments		–0	–		865,125			–0	–		865,125
Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund		1,548,329			–0	–		–0	–		1,548,329
Total Investments in Securities		14,020,894			84,422,034	+		–0	–		98,442,928
Other Financial Instruments*:
Assets:
Forward Currency Exchange Contracts		–0	–		300,155			–0	–		300,155
Liabilities:
Forward Currency Exchange Contracts		–0	–		(294,615	)		–0	–		(294,615	)
Total(a)	$	14,020,894		$	84,427,574		$	–0	–	$	98,448,468

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

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

(a) An amount of $5,997,430 was transferred from Level 1 to Level 2 due to the above mentioned foreign equity fair valuation using third party vendor modeling tools.

11

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

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

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

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

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

3. Currency Translation

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

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

4. Taxes

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

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

5. Investment Income and Investment Transactions

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

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AllianceBernstein Variable Products Series Fund

6. Class Allocations

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

7. Dividends and Distributions

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

NOTE B: Advisory Fee and Other Transactions with Affiliates

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

During the six months ended June 30, 2014, the Adviser reimbursed the Fund $5,816 for trading losses incurred due to a trade entry error.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $27,041.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $82,619, 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, 2014.

NOTE C: Distribution Plan

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

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

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

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

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	19,686,006		$	81,802,942
U.S. government securities		–0	–		–0	–

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

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

Gross unrealized appreciation	$	29,125,940
Gross unrealized depreciation		(1,067,569	)
Net unrealized appreciation	$	28,058,371

1. Derivative Financial Instruments

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

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

• Futures

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

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

During the six months ended June 30, 2014, the Portfolio held futures for hedging purposes.

• Forward Currency Exchange Contracts

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

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

During the six months ended June 30, 2014, the Portfolio held forward currency exchange contracts for hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement,

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AllianceBernstein Variable Products Series Fund

the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

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

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. As of June 30, 2014, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $212,418. If a trigger event had occurred at June 30, 2014, for those derivatives in a net liability position, an amount of $212,418 would be required to be posted by the Portfolio.

At June 30, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	300,155	Unrealized depreciation on forward currency exchange contracts	$	294,615
Total		$	300,155		$	294,615

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives			Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	649,603		$	–0	–
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		(1,142,616	)		1,493,615
Total		$	(493,013	)	$	1,493,615

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2014:

Futures:
Average original value of buy contracts	$	42,419,972	(a)
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	43,683,024
Average principal amount of sale contracts	$	42,067,484

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

15

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

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

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2014:

Counterparty	Derivative Assets Subject to MA		Derivative Available for Offset			Cash Collateral Received			Securities Collateral Received			Net Amount of Derivatives Assets
BNP Paribas SA	$	55,366	$	(3,863	)	$	–0	–	$	–0	–	$	51,503
HSBC Bank USA		166,580		(125	)		–0	–		–0	–		166,455
State Street Bank & Trust Co.		78,209		(78,209	)		–0	–		–0	–		–0	–
Total	$	300,155	$	(82,197	)	$	–0	–	$	–0	–	$	217,958
Counterparty	Derivative Liabilities Subject to a MA		Derivatives Available for Offset			Cash Collateral Pledged			Securities Collateral Pledged			Net Amount of Derivatives Liabilities
BNP Paribas SA	$	3,863	$	(3,863	)	$	–0	–	$	–0	–	$	–0	–
Credit Suisse International		192,341		–0	–		–0	–		–0	–		192,341
HSBC Bank USA		125		(125	)		–0	–		–0	–		–0	–
State Street Bank & Trust Co.		98,286		(78,209	)		–0	–		–0	–		20,077
Total	$	294,615	$	(82,197	)	$	–0	–	$	–0	–	$	212,418

2. Currency Transactions

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

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $1,488,931 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $1,548,329. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $14,569 and $692 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended

16

AllianceBernstein Variable Products Series Fund

June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	177	$	16,948	$	15,577	$	1,548

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		68,688			168,679		$	1,322,095		$	3,058,525
Shares issued in reinvestment of dividends		–0	–		53,487			–0	–		969,189
Shares redeemed		(3,228,994	)		(604,017	)		(60,928,364	)		(10,946,120	)
Net decrease		(3,160,306	)		(381,851	)	$	(59,606,269	)	$	(6,918,406	)
Class B
Shares sold		143,351			323,357		$	2,755,818		$	5,795,702
Shares issued in reinvestment of dividends		–0	–		22,639			–0	–		406,590
Shares redeemed		(341,258	)		(943,420	)		(6,527,245	)		(16,877,260	)
Net decrease		(197,907	)		(597,424	)	$	(3,771,427	)	$	(10,674,968	)

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.

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

17

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

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	1,375,779	$	2,289,486
Total taxable distributions paid	$	1,375,779	$	2,289,486

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(57,991,255	)(a)
Unrealized appreciation/(depreciation)		44,154,027	(b)
Total accumulated earnings/(deficit)	$	(13,837,228	)

(a) As of December 31, 2013, the Portfolio had a net capital loss carryforward of $57,362,032. During the fiscal year, the Portfolio utilized $1,061,986 of capital loss carryforwards to offset current year net realized gains. At December 31, 2013, the Portfolio had a qualified late-year ordinary loss deferral of $629,223 which is deemed to arise on January 1, 2014.

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

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

As of December 31, 2013, the Portfolio had a net capital loss carryforward of $57,362,032 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$    7,176,740	n/a	2016
42,501,075	n/a	2017
7,684,217	–0–	no expiration

NOTEJ: Subsequent Events

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

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INTERNATIONAL GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

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

	CLASS A
	Six  Months Ended June 30,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$19.27			$17.13			$15.08			$18.42			$16.66			$12.52
Income From Investment Operations
Net investment income (a)		.17			.21			.21			.26			.18			.22
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.89			2.11			2.12			(3.08	)		1.92			4.59
Contributions from Adviser		.00	(b)		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		1.06			2.32			2.33			(2.82	)		2.10			4.81
Less: Dividends
Dividends from net investment income		–0	–		(.18	)		(.28	)		(.52	)		(.34	)		(.67	)
Net asset value, end of period		$20.33			$19.27			$17.13			$15.08			$18.42			$16.66
Total Return
Total investment return based on net asset value (c)		5.55	%		13.60	%		15.54	%		(15.85	)%		12.89	%		39.58	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$43,837			$102,467			$97,611			$90,912			$126,339			$124,335
Ratio to average net assets of:
Expenses		1.00	%^		.94	%		.97	%		.94	%		.93	%+		.99	%
Net investment income		1.79	%^		1.15	%		1.33	%		1.53	%		1.08	%+		1.55	%
Portfolio turnover rate		18	%		31	%		52	%		66	%		104	%		118	%

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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$19.08			$16.96			$14.93			$18.24			$16.51			$12.41
Income From Investment Operations
Net investment income (a)		.18			.16			.18			.22			.14			.18
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.85			2.09			2.08			(3.06	)		1.89			4.55
Contributions from Adviser		.00	(b)		–0	–		–0	–		.00	(b)		–0	–		–0	–
Net increase (decrease) in net asset value from operations		1.03			2.25			2.26			(2.84	)		2.03			4.73
Less: Dividends
Dividends from net investment income		–0	–		(.13	)		(.23	)		(.47	)		(.30	)		(.63	)
Net asset value, end of period		$20.11			$19.08			$16.96			$14.93			$18.24			$16.51
Total Return
Total investment return based on net asset value (c)		5.40	%		13.32	%		15.23	%		(16.04	)%		12.61	%		39.24	%
Ratios/Supplemental Data.
Net assets, end of period (000’s omitted)		$53,593			$54,643			$58,694			$58,322			$74,879			$72,604
Ratio to average net assets of:
Expenses		1.30	%^		1.19	%		1.22	%		1.19	%		1.18	%+		1.24	%
Net investment income		1.88	%^		.92	%		1.11	%		1.27	%		.83	%+		1.28	%
Portfolio turnover rate		18	%		31	%		52	%		66	%		104	%		118	%

(a) Based on average shares outstanding.

(b) Amount is less than $.005.

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

^ Annualized.

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

See notes to financial statements.

20

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 5-8, 2014.

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

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

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

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

21

INTERNATIONAL 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 2014 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) World (ex US) Index (Net) and the MSCI All Country (AC) World (ex US) Index (Net) (the “MSCI AC World Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014. Effective May 1, 2014 the MSCI AC World Index became the Portfolio’s primary Index. 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 5th quintile of the Performance Group and the Performance Universe for the 3-year period, in the 5th quintile of the Performance Group and 4th quintile of 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 lagged the indices in all periods.

The directors had discussed with the Adviser their concerns about the investment performance of the Portfolio over time as compared to both its benchmark and its peers and the Adviser had reviewed with them various steps that it had taken, including the restructuring of the Adviser’s research and portfolio management teams and related modifications to its investment process, and other changes intended to improve investment performance. The directors continued to be concerned about the Portfolio’s performance over time and the lack of sustained improvement in it. After further discussion with the Adviser and consideration of the Adviser’s response to their concerns, the directors concluded that they continued to have confidence in the Adviser’s ability to advise the Portfolio but informed the Adviser that, in light of the Portfolio’s persistent weak relative performance, they would continue to monitor closely the Portfolio and the impact of the steps taken by the Adviser with a view to improving investment performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 3.5 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

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

22

AllianceBernstein Variable Products Series Fund

same as that for its Corresponding Fund. The directors also considered that a portfolio of a fund advised by the Adviser (the “SCB Portfolio”) pursuing a somewhat similar investment style has higher fee rates at each breakpoint of its fee schedule, and that the Adviser is waiving, effective November 1, 2011 through October 31, 2014, 5 basis points of the advisory fee payable by the SCB Portfolio under its contract.

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

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

The directors noted that the Portfolio’s total expense ratio was the same as the Expense Group median and lower than the Expense Universe median. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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

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

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

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

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

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

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

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

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

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

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
International Growth Portfolio	International	0.75% on 1st $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$	95.6

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $54,097 (0.035% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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.

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% Class B    1.19%	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, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
International Growth Portfolio	$	95.6	International Research Growth AC Schedule 0.85% on first $25m 0.65% on next $25m 0.55% on next $50m 0.45% on the balance Minimum account size $25m		0.655	%		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.

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

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

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee		Portfolio Advisory Fee
International Growth Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion 0.800% on next $2 billion 0.750% on next $2 billion 0.650% thereafter The Adviser is waving 5 basis points in advisory fees effective through October 31, 2014.		0.875%		0.750%

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

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

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

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

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

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

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

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

26

AllianceBernstein Variable Products Series Fund

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

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
International Growth Portfolio		0.750		0.800		4/13

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

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Growth Portfolio		0.936		0.936		7/13		0.990		15/42

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

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

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

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

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

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

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $141,206 in Rule 12b-1 fees.

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

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

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

27

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

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $326,524 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

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

V. POSSIBLE ECONOMIES OF SCALE

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

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

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.¹⁵,¹⁶ The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

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

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

28

AllianceBernstein Variable Products Series Fund

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 $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2014.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Growth Portfolio
1 year		11.36		16.54		17.40		10/13		46/54
3 year		3.50		6.56		7.51		13/13		46/50
5 year		16.27		17.47		18.36		11/12		36/45
10 year		6.79		7.34		7.33		7/11		20/33

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Growth Portfolio		11.36		3.50		16.27		6.79		8.15		20.51		0.35		10
MSCI World ex US Index (Net)		17.91		5.72		17.47		6.81		N/A		18.18		0.36		10
MSCI AC World ex US Index (Net)24		12.25		3.98		17.25		7.16		N/A		N/A		N/A		N/A
Inception Date: September 23, 1994

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

24 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

29

VPS-IG-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein International Value Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

INTERNATIONAL VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account  Value January 1, 2014		Ending Account Value June  30, 2014		Expenses Paid During  Period*		Annualized Expense  Ratio*
Class A
Actual	$	1,000	$	1,041.40	$	4.30		0.85	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.58	$	4.26		0.85	%
Class B
Actual	$	1,000	$	1,040.40	$	5.56		1.10	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.34	$	5.51		1.10	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

INTERNATIONAL VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Roche Holding AG	$	19,325,478		2.5	%
Airbus Group NV		18,074,130		2.4
GlaxoSmithKline PLC		17,458,397		2.3
Novartis AG		15,586,904		2.0
Vodafone Group PLC		14,656,539		1.9
Valeo SA		14,325,819		1.9
ORIX Corp.		13,627,751		1.8
Orange SA		13,519,374		1.8
UniCredit SpA		13,148,759		1.7
Lloyds Banking Group PLC		12,685,169		1.7
	$	152,408,320		20.0	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	169,504,283		22.4	%
Consumer Discretionary		113,953,627		15.1
Industrials		104,775,195		13.9
Health Care		79,117,310		10.5
Telecommunication Services		69,136,609		9.1
Materials		58,801,421		7.8
Energy		52,333,754		6.9
Information Technology		50,337,186		6.7
Consumer Staples		39,787,422		5.3
Utilities		14,389,942		1.9
Short-Term Investments		3,364,166		0.4
Total Investments	$	755,500,915		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time. The Portfolio also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

INTERNATIONAL VALUE PORTFOLIO
COUNTRY BREAKDOWN*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COUNTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Japan	$	166,324,950		22.0	%
United Kingdom		129,784,666		17.2
France		124,533,136		16.5
Switzerland		52,623,002		7.0
Germany		38,489,965		5.1
Netherlands		29,273,505		3.9
Denmark		24,981,604		3.3
Hong Kong		24,331,235		3.2
Australia		20,277,727		2.7
Taiwan		20,060,496		2.6
China		18,866,854		2.5
Italy		18,688,060		2.5
Norway		13,679,241		1.8
Other		70,222,308		9.3
Short-Term Investments		3,364,166		0.4
Total Investments	$	755,500,915		100.0	%

* All data are as of June 30, 2014. 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 1.5% or less in the following countries: Belgium, Brazil, Greece, Hungary, India, Israel, Portugal, Russia, South Africa, South Korea, Sweden, Thailand, Turkey, and United Arab Emirates.

3

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.4%
FINANCIALS–22.0%
BANKS–12.4%
Banco do Brasil SA		215,400	$	2,422,580
Bank Hapoalim BM		698,875		4,036,689
BNP Paribas SA		74,760		5,080,595
China Construction Bank Corp.–Class H		3,772,000		2,852,579
Credit Agricole SA		204,602		2,888,746
Danske Bank A/S		305,290		8,630,088
Kasikornbank PCL (NVDR)		526,700		3,310,431
KBC Groep NV(a)		136,120		7,405,079
Lloyds Banking Group PLC(a)		9,979,898		12,685,169
Mitsubishi UFJ Financial Group, Inc.		1,585,600		9,733,545
Shinhan Financial Group Co., Ltd.		62,180		2,868,754
Societe Generale SA		195,622		10,258,939
State Bank of India		61,290		2,735,227
Sumitomo Mitsui Financial Group, Inc.		153,800		6,452,969
UniCredit SpA		1,572,560		13,148,759
				94,510,149
CAPITAL MARKETS–1.3%
Deutsche Bank AG (REG)		274,646		9,652,427
DIVERSIFIED FINANCIAL SERVICES–2.2%
ING Groep NV(a)		230,510		3,234,628
ORIX Corp.		821,900		13,627,751
				16,862,379
INSURANCE–3.6%
AIA Group Ltd.		1,417,400		7,131,028
Aviva PLC		425,660		3,713,789
Direct Line Insurance Group PLC		917,510		4,234,178
Muenchener Rueckversicherungs AG		37,520		8,308,740
Suncorp Group Ltd.		316,490		4,041,534
				27,429,269
REAL ESTATE INVESTMENT TRUSTS (REITs)–0.0%
Stockland(b)		2,612		9,553
REAL ESTATE MANAGEMENT & DEVELOPMENT–2.5%
Aeon Mall Co., Ltd.		160,800		4,239,796
China Overseas Land & Investment Ltd.		948,000		2,299,419
Country Garden Holdings Co., Ltd.		9,470,000		3,737,456
Lend Lease Group		515,630		6,374,458
Wharf Holdings Ltd.		311,000		2,247,481
				18,898,610
				167,362,387
CONSUMER DISCRETIONARY–14.9%
AUTO COMPONENTS–4.0%
Cie Generale des Etablissements Michelin–Class B		80,952	$	9,665,849
GKN PLC		407,270		2,528,323
Plastic Omnium SA		132,470		4,155,045
Valeo SA		106,770		14,325,819
				30,675,036
AUTOMOBILES–4.9%
Bayerische Motoren Werke AG		42,820		5,422,282
Great Wall Motor Co., Ltd.–Class H		1,037,500		3,858,095
Honda Motor Co., Ltd.		334,300		11,665,314
Mazda Motor Corp.		595,000		2,792,287
Renault SA		35,430		3,202,682
Tata Motors Ltd.		428,010		3,075,480
Volkswagen AG (Preference Shares)		29,630		7,760,590
				37,776,730
HOTELS, RESTAURANTS & LEISURE–1.7%
Melco Crown Entertainment Ltd. (ADR)		241,187		8,612,787
William Hill PLC		745,704		4,186,790
				12,799,577
HOUSEHOLD DURABLES–0.6%
Taylor Wimpey PLC		2,432,240		4,740,549
MEDIA–1.2%
Liberty Global PLC–Series C(a)		220,370		9,323,855
SPECIALTY RETAIL–1.8%
Kingfisher PLC		644,960		3,959,344
Shimamura Co., Ltd.		45,700		4,498,414
Yamada Denki Co., Ltd.(b)		1,423,900		5,075,839
				13,533,597
TEXTILES, APPAREL & LUXURY GOODS–0.7%
Cie Financiere Richemont SA		48,710		5,104,283
				113,953,627
INDUSTRIALS–13.7%
AEROSPACE & DEFENSE–4.5%
Airbus Group NV		269,570		18,074,130
MTU Aero Engines AG		45,650		4,192,394
Safran SA		143,550		9,397,459
Thales SA		47,740		2,886,571
				34,550,554
AIRLINES–1.4%
Japan Airlines Co., Ltd.		47,900		2,648,367
Qantas Airways Ltd.(a)		3,952,513		4,701,749
Turk Hava Yollari(a)		1,083,248		3,321,596
				10,671,712

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
BUILDING PRODUCTS–0.4%
Asahi Glass Co., Ltd.(b)		460,000	$	2,712,014
ELECTRICAL EQUIPMENT–1.3%
Sumitomo Electric Industries Ltd.		721,900		10,162,519
INDUSTRIAL CONGLOMERATES–1.2%
Bidvest Group Ltd.		110,440		2,935,105
Hutchison Whampoa Ltd.		464,000		6,339,939
				9,275,044
MACHINERY–0.4%
JTEKT Corp.		169,900		2,866,700
MARINE–2.2%
AP Moeller–Maersk A/S–Class B		4,302		10,695,992
Nippon Yusen KK		2,159,000		6,227,805
				16,923,797
ROAD & RAIL–1.0%
Central Japan Railway Co.		54,500		7,779,772
TRADING COMPANIES & DISTRIBUTORS–1.3%
Mitsubishi Corp.		305,300		6,354,638
Rexel SA		148,730		3,478,445
				9,833,083
				104,775,195
HEALTH CARE–10.4%
BIOTECHNOLOGY–1.7%
Actelion Ltd. (REG)(a)		99,600		12,606,337
PHARMACEUTICALS–8.7%
Astellas Pharma, Inc.		665,900		8,756,960
GlaxoSmithKline PLC		655,710		17,458,397
Novartis AG		172,120		15,586,904
Richter Gedeon Nyrt		155,360		2,979,852
Roche Holding AG		64,860		19,325,478
Teva Pharmaceutical Industries Ltd.		45,750		2,403,382
				66,510,973
				79,117,310
TELECOMMUNICATION SERVICES–9.1%
DIVERSIFIED TELECOMMUNICATION SERVICES–5.6%
Bezeq The Israeli Telecommunication Corp., Ltd.		1,757,973		3,290,201
Hellenic Telecommunications Organization SA(a)		164,210		2,425,328
Nippon Telegraph & Telephone Corp.		143,600		8,950,276
Orange SA		854,450		13,519,374
Telenor ASA		168,030		3,825,782
Vivendi SA(a)		270,726		6,625,085
Ziggo NV		91,630		4,237,566
				42,873,612
WIRELESS TELECOMMUNICATION SERVICES–3.5%
China Mobile Ltd.		394,000	$	3,826,819
NTT DoCoMo, Inc.		255,300		4,358,174
Turkcell Iletisim Hizmetleri AS(a)		546,640		3,421,465
Vodafone Group PLC		4,385,194		14,656,539
				26,262,997
				69,136,609
MATERIALS–7.7%
CHEMICALS–4.7%
Arkema SA		75,666		7,352,189
BASF SE		27,110		3,153,532
Denki Kagaku Kogyo KK		970,000		3,726,916
Incitec Pivot Ltd.		1,883,880		5,150,433
JSR Corp.		473,600		8,130,774
Koninklijke DSM NV		118,995		8,659,544
				36,173,388
METALS & MINING–2.3%
Dowa Holdings Co., Ltd.		289,000		2,725,676
MMC Norilsk Nickel OJSC (ADR)		206,220		4,085,218
Rio Tinto PLC		192,460		10,391,731
				17,202,625
PAPER & FOREST PRODUCTS–0.7%
Mondi PLC		298,840		5,425,408
				58,801,421
ENERGY–6.9%
ENERGY EQUIPMENT & SERVICES–1.3%
Aker Solutions ASA		314,702		5,461,994
Seadrill Ltd.(b)		110,810		4,391,465
				9,853,459
OIL, GAS & CONSUMABLE FUELS–5.6%
BG Group PLC		532,490		11,236,261
China Petroleum & Chemical Corp.–Class H		2,408,000		2,292,486
JX Holdings, Inc.		2,035,400		10,891,880
Royal Dutch Shell PLC (Euronext Amsterdam)–Class A		251,719		10,393,499
Total SA		105,960		7,666,169
				42,480,295
				52,333,754
INFORMATION TECHNOLOGY–6.6%
COMMUNICATIONS EQUIPMENT–0.4%
Telefonaktiebolaget LM Ericsson–Class B		267,065		3,226,344

5

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMPUTERS & PERIPHERALS–2.0%
Asustek Computer, Inc.		394,000	$	4,403,317
Casetek Holdings Ltd.		507,000		2,979,835
Catcher Technology Co., Ltd.		826,000		7,708,493
				15,091,645
IT SERVICES–0.7%
Fujitsu Ltd.		761,000		5,702,052
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.5%
Advanced Semiconductor Engineering, Inc.		597,000		773,594
ASM International NV		94,630		3,922,140
Novatek Microelectronics Corp.		853,000		4,195,257
Samsung Electronics Co., Ltd.		4,170		5,445,806
SK Hynix, Inc.(a)		57,600		2,765,829
Sumco Corp.		503,400		4,614,103
Tokyo Electron Ltd.		67,500		4,600,416
				26,317,145
				50,337,186
CONSUMER STAPLES–5.2%
BEVERAGES–1.1%
Asahi Group Holdings Ltd.		92,600		2,907,910
Carlsberg A/S–Class B		52,510		5,655,524
				8,563,434
FOOD & STAPLES RETAILING–1.2%
Koninklijke Ahold NV		491,685		9,219,627
FOOD PRODUCTS–1.0%
Ajinomoto Co., Inc.		263,000		4,122,083
Danone SA		40,768		3,031,444
				7,153,527
HOUSEHOLD PRODUCTS–0.8%
Reckitt Benckiser Group PLC		71,240		6,211,783
TOBACCO–1.1%
Imperial Tobacco Group PLC		192,030		8,639,051
				39,787,422
UTILITIES–1.9%
ELECTRIC UTILITIES–1.9%
EDP–Energias de Portugal SA		1,181,050	$	5,926,046
Electricite de France SA		92,880		2,924,595
Enel SpA(b)		952,320		5,539,301
				14,389,942
Total Common Stocks (cost $637,671,852)				749,994,853
WARRANTS–0.3%
FINANCIALS–0.3%
REAL ESTATE MANAGEMENT & DEVELOPMENT–0.3%
Emaar Properties PJSC, Merrill Lynch Intl & Co., expiring 10/01/15(a) (cost $1,275,590)		935,380		2,141,896
	Principal Amount (000)
SHORT-TERM INVESTMENTS–0.4%
TIME DEPOSIT–0.4%
State Street Time Deposit 0.01%, 7/01/14 (cost $3,364,166)	$	3,364		3,364,166
	Shares
Total Investments Before Security Lending Collateral for Securities Loaned–99.1% (cost $642,311,608)				755,500,915
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–2.3%
INVESTMENT COMPANIES–2.3%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $17,543,386)		17,543,386		17,543,386
TOTAL INVESTMENTS–101.4% (cost $659,854,994)				773,044,301
Other assets less liabilities–(1.4)%				(10,728,664	)
NET ASSETS–100.0%			$	762,315,637

6

AllianceBernstein Variable Products Series Fund

FUTURES (see Note D)

Type	Number of Contracts		Expiration Month		Original Value		Value at June 30, 2014		Unrealized Appreciation/ (Depreciation)
Purchased Contracts
Euro STOXX 50 Index Futures		63		September 2014	$	2,820,146	$	2,788,115		$  (32,031)

FORWARD CURRENCY EXCHANGE CONTRACTS (see Note D)

Counterparty	Contracts to Deliver (000)			In Exchange For (000)			Settlement Date		Unrealized Appreciation/ (Depreciation)
Bank of America, NA		USD	18,683		NOK	112,140		7/15/14	$	(409,270	)
Barclays Bank PLC		CHF	8,827		USD	9,988		7/15/14		33,178
Barclays Bank PLC		USD	4,534		EUR	3,324		7/15/14		18,040
Barclays Bank PLC		USD	15,698		JPY	1,599,941		7/15/14		96,597
Barclays Bank PLC		USD	22,885		EUR	16,773		10/15/14		90,996
BNP Paribas SA		AUD	25,734		USD	23,722		7/15/14		(520,979	)
BNP Paribas SA		USD	26,767		AUD	29,025		7/15/14		576,913
BNP Paribas SA		USD	15,223		JPY	1,555,147		7/15/14		129,576
BNP Paribas SA		JPY	9,551,693		USD	93,954		10/15/14		(405,607	)
Citibank, NA		CAD	3,353		USD	3,086		7/15/14		(55,713	)
Citibank, NA		USD	3,019		AUD	3,275		7/15/14		66,718
Citibank, NA		USD	3,130		EUR	2,274		7/15/14		(16,420	)
Citibank, NA		USD	10,605		NOK	63,831		7/15/14		(203,978	)
Credit Suisse International		CHF	29,314		USD	33,183		7/15/14		123,187
Credit Suisse International		CNY	35,613		USD	5,750		7/15/14		(6,380	)
Credit Suisse International		GBP	8,721		USD	14,365		7/15/14		(558,909	)
Credit Suisse International		NOK	83,697		USD	13,621		7/15/14		(17,529	)
Credit Suisse International		RUB	146,222		USD	4,025		7/15/14		(266,374	)
Credit Suisse International		USD	1,927		RUB	66,440		7/15/14		23,113
Deutsche Bank AG		USD	3,765		EUR	2,734		7/15/14		(21,439	)
Goldman Sachs Bank USA		USD	27,955		NZD	32,340		10/15/14		81,012
HSBC Bank USA		USD	19,584		GBP	11,539		10/15/14		145,724
JPMorgan Chase Bank, NA		USD	3,036		CAD	3,353		7/15/14		105,537
JPMorgan Chase Bank, NA		USD	8,373		EUR	6,041		7/15/14		(100,551	)
JPMorgan Chase Bank, NA		USD	3,446		SEK	22,534		7/15/14		(74,305	)
Morgan Stanley & Co., Inc.		CNY	61,885		USD	10,004		7/15/14		1,835
Morgan Stanley & Co., Inc.		JPY	2,636,273		USD	25,741		7/15/14		(284,412	)
Morgan Stanley & Co., Inc.		USD	30,479		CHF	27,178		7/15/14		171,408
Morgan Stanley & Co., Inc.		USD	34,075		SEK	221,645		7/15/14		(907,082	)
Northern Trust Co.		EUR	14,373		USD	19,570		7/15/14		(112,113	)
Royal Bank of Scotland PLC		JPY	1,978,123		USD	19,191		7/15/14		(337,049	)
Royal Bank of Scotland PLC		USD	36,688		GBP	21,823		7/15/14		656,358
Standard Chartered Bank		HKD	162,386		USD	20,945		7/15/14		(3,050	)
Standard Chartered Bank		CNY	12,771		USD	2,063		10/15/14		(4,279	)
State Street Bank & Trust Co.		HKD	14,709		USD	1,898		10/15/14		543
UBS AG		USD	9,878		GBP	5,880		7/15/14		184,494
									$	(1,800,210	)

(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.

7

INTERNATIONAL VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Currency Abbreviations:

AUD—Australian Dollar

CAD—Canadian Dollar

CHF—Swiss Franc

CNY—Chinese Yuan Renminbi

EUR—Euro

GBP—Great British Pound

HKD—Hong Kong Dollar

JPY—Japanese Yen

NOK—Norwegian Krone

NZD—New Zealand Dollar

RUB—Russian Ruble

SEK—Swedish Krona

USD—United States Dollar

Glossary:

ADR—American Depositary Receipt

NVDR—Non Voting Depositary Receipt

OJSC—Open Joint Stock Company

PJSC—Public Joint Stock Company

REG—Registered Shares

See notes to financial statements.

8

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $642,311,608)	$	755,500,915	(a)
Affiliated issuers (cost $17,543,386—including investment of cash collateral for securities loaned)		17,543,386
Due from broker		255,977	(b)
Foreign currencies, at value (cost $4,414,656)		4,426,691
Dividends and interest receivable		4,574,201
Unrealized appreciation on forward currency exchange contracts		2,505,229
Receivable for investment securities sold		1,669,933
Receivable for capital stock sold		215,911
Receivable for variation margin on futures		5,915
Total assets		786,698,158
LIABILITIES
Payable for collateral received on securities loaned		17,543,386
Unrealized depreciation on forward currency exchange contracts		4,305,439
Payable for investment securities purchased		845,653
Payable for capital stock redeemed		784,715
Advisory fee payable		460,694
Distribution fee payable		142,155
Administrative fee payable		29,593
Transfer Agent fee payable		302
Accrued expenses and other liabilities		270,584
Total liabilities		24,382,521
NET ASSETS	$	762,315,637
COMPOSITION OF NET ASSETS
Capital stock, at par	$	49,274
Additional paid-in capital		1,672,913,608
Undistributed net investment income		22,286,092
Accumulated net realized loss on investment and foreign currency transactions		(1,044,394,363	)
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		111,461,026
	$	762,315,637

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	57,367,466		3,674,066	$	15.61
B	$	704,948,171		45,599,657	$	15.46

(a) Includes securities on loan with a value of $16,775,264 (see Note E).

(b) Represents amount on deposit at the broker as collateral for open derivatives.

See notes to financial statements.

9

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $1,516,002)	$	24,529,050
Affiliated issuers		6,779
Interest		117
Securities lending income		392,494
		24,928,440
EXPENSES
Advisory fee (see Note B)		2,885,723
Distribution fee—Class B		891,581
Transfer agency—Class A		266
Transfer agency—Class B		3,374
Printing		146,872
Custodian		124,801
Legal		30,455
Administrative		28,157
Audit		18,965
Directors’ fees		2,255
Miscellaneous		18,771
Total expenses		4,151,220
Net investment income		20,777,220
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain on:
Investment transactions		52,624,039
Futures		321,018
Foreign currency transactions		2,758,021
Net change in unrealized appreciation/depreciation of:
Investments		(41,675,593	)(a)
Futures		(155,005	)
Foreign currency denominated assets and liabilities		(4,123,805	)
Net gain on investment and foreign currency transactions		9,748,675
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	30,525,895

(a) Net of decrease in accrued foreign capital gains taxes of $33,891.

See notes to financial statements.

10

INTERNATIONAL VALUE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June  30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	20,777,220		$	20,322,182
Net realized gain on investment and foreign currency transactions		55,703,078			104,857,249
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		(45,954,403	)		67,180,778
Net increase in net assets from operations		30,525,895			192,360,209
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(3,119,249	)
Class B		–0	–		(48,329,623	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(70,449,620	)		(444,999,837	)
Total decrease		(39,923,725	)		(304,088,500	)
NET ASSETS
Beginning of period		802,239,362			1,106,327,862
End of period (including undistributed net investment income of $22,286,092 and $1,508,872, respectively)	$	762,315,637		$	802,239,362

See notes to financial statements.

11

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein International Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

12

AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks:

Financials

$

2,422,580

$

164,939,807

$

–0

–

$

167,362,387

Consumer Discretionary

17,936,642

96,016,985

–0

–

113,953,627

Industrials

3,478,445

101,296,750

–0

–

104,775,195

Health Care

–0

–

79,117,310

–0

–

79,117,310

Telecommunication Services

–0

–

69,136,609

–0

–

69,136,609

Materials

4,085,218

54,716,203

–0

–

58,801,421

Energy

–0

–

52,333,754

–0

–

52,333,754

Information Technology

–0

–

50,337,186

–0

–

50,337,186

Consumer Staples

–0

–

39,787,422

–0

–

39,787,422

Utilities

–0

–

14,389,942

–0

–

14,389,942

Warrants

–0

–

2,141,896

–0

–

2,141,896

Short-Term Investments

–0

–

3,364,166

–0

–

3,364,166

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

17,543,386

–0

–

–0

–

17,543,386

Total Investments in Securities

45,466,271

727,578,030+

–0

–

773,044,301

Other Financial Instruments* :

Assets:

Forward Currency Exchange Contracts

–0

–

2,505,229

–0

–

2,505,229

Liabilities:

Futures

–0

–

(32,031

)

–0

–

(32,031

)#

Forward Currency Exchange Contracts

–0

–

(4,305,439

)

–0

–

(4,305,439

)

Total ++

$

45,466,271

$

725,745,789

$

–0

–

$

771,212,060

* Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

13

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

+ A significant portion of the Portfolio’s foreign equity investments are categorized as Level 2 investments since they are valued using fair value prices based on third party vendor modeling tools to the extent available, see Note A.1.

# Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

++ There were de minimis transfers under 1% of net assets between Level 1 and Level 2 during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

14

AllianceBernstein Variable Products Series Fund

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, ..65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2014, 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, 2014, the reimbursement for such services amounted to $28,157.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $506,950, 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, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

15

INTERNATIONAL VALUE 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, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	236,531,212		$	284,695,240
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	$	128,389,704
Gross unrealized depreciation		(15,200,397	)
Net unrealized appreciation	$	113,189,307

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Portfolio, as well as the methods in which they may be used are:

• Futures

The Portfolio may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Portfolio bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Portfolio may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies, as described below under “Currency Transactions”.

At the time the Portfolio enters into futures, the Portfolio deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as due from broker on the statement of assets and liabilities. Pursuant to the contract, the Portfolio agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Portfolio as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Portfolio to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Portfolio to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the six months ended June 30, 2014, the Portfolio held futures for non-hedging purposes.

• Forward Currency Exchange Contracts

The Portfolio may enter into forward currency exchange contracts in order to hedge its exposure to changes in foreign currency exchange rates on its foreign portfolio holdings, to hedge certain firm purchase and sale commitments denominated in foreign currencies and for non-hedging purposes as a means of making direct investments in foreign currencies, as described below under “Currency Transactions”.

A forward currency exchange contract is a commitment to purchase or sell a foreign currency at a future date at a negotiated forward rate. The gain or loss arising from the difference between the original contract and the closing of such contract would be included in net realized gain or loss on foreign currency transactions. Fluctuations in the value

16

AllianceBernstein Variable Products Series Fund

of open forward currency exchange contracts are recorded for financial reporting purposes as unrealized appreciation and/or depreciation by the Portfolio. Risks may arise from the potential inability of a counterparty to meet the terms of a contract and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar.

During the six months ended June 30, 2014, the Portfolio held forward currency exchange contracts for hedging and non-hedging purposes.

The Portfolio typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) or similar master agreements (collectively, “Master Agreements”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Portfolio typically may offset with the counterparty certain derivative financial instrument’s payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination.

Various Master Agreements govern the terms of certain transactions with counterparties, including transactions such as exchange-traded derivative transactions, repurchase and reverse repurchase agreements. These Master Agreements typically attempt to reduce the counterparty risk associated with such transactions by specifying credit protection mechanisms and providing standardization that improves legal certainty. Cross-termination provisions under Master Agreements typically provide that a default in connection with one transaction between the Portfolio and a counterparty gives the non-defaulting party the right to terminate any other transactions in place with the defaulting party to create one single net payment due to/due from the defaulting party. In the event of a default by a Master Agreements counterparty, the return of collateral with market value in excess of the Portfolio’s net liability, held by the defaulting party, may be delayed or denied.

The Portfolio’s Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Portfolio decline below specific levels (“net asset contingent features”). If these levels are triggered, the Portfolio’s counterparty has the right to terminate such transaction and require the Portfolio to pay or receive a settlement amount in connection with the terminated transaction. As of June 30, 2014, the Portfolio had OTC derivatives with contingent features in net liability positions in the amount of $2,770,103. If a trigger event had occurred at June 30, 2014, for those derivatives in a net liability position, an amount of $2,770,103 would be required to be posted by the Portfolio.

At June 30, 2014, the Portfolio had entered into the following derivatives:

	Asset Derivatives			Liability Derivatives
Derivative Type	Statement of Assets and Liabilities Location	Fair Value		Statement of Assets and Liabilities Location	Fair Value
Equity contracts				Receivable/Payable for variation margin on futures	$	32,031	*
Foreign exchange contracts	Unrealized appreciation on forward currency exchange contracts	$	2,505,229	Unrealized depreciation on forward currency exchange contracts		4,305,439
Total		$	2,505,229		$	4,337,470

* Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative appreciation/(depreciation) of exchange-traded derivatives as reported in the portfolio of investments.

The effect of derivative instruments on the statement of operations for the six months ended June 30, 2014:

Derivative Type	Location of Gain or (Loss) on Derivatives	Realized Gain or (Loss) on Derivatives		Change in Unrealized Appreciation or (Depreciation)
Equity contracts	Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures	$	321,018	$	(155,005	)
Foreign exchange contracts	Net realized gain (loss) on foreign currency transactions; Net change in unrealized appreciation/depreciation of foreign currency denominated assets and liabilities		2,426,844		(4,136,040	)
Total		$	2,747,862	$	(4,291,045	)

17

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

The following table represents the volume of the Portfolio’s derivative transactions during the six months ended June 30, 2014:

Futures:
Average original value of buy contracts	$	2,603,245
Forward Currency Exchange Contracts:
Average principal amount of buy contracts	$	216,932,946
Average principal amount of sale contracts	$	216,738,581

For financial reporting purposes, the Portfolio does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All derivatives held at period end were subject to netting arrangements. The following table presents the Portfolio’s derivative assets and liabilities by counterparty net of amounts available for offset under Master Agreements (“MA”) and net of the related collateral received/ pledged by the Portfolio as of June 30, 2014:

Counterparty

Derivative Assets Subject to MA

Derivative Available for Offset

Cash Collateral Received

Securities Collateral Received

Net Amount of Derivatives Assets

Barclays Bank PLC

$

238,811

$

–0

–

$

–0

–

$

–0

–

$

238,811

BNP Paribas SA

706,489

(706,489

)

–0

–

–0

–

–0

–

Citibank, NA

66,718

(66,718

)

–0

–

–0

–

–0

–

Credit Suisse International

146,300

(146,300

)

–0

–

–0

–

–0

–

Goldman Sachs Bank USA

81,012

–0

–

–0

–

–0

–

81,012

Exchange-Traded Goldman Sachs & Co.*

5,915

–0

–

–0

–

–0

–

5,915

HSBC Bank USA

145,724

–0

–

–0

–

–0

–

145,724

JPMorgan Chase Bank, NA

105,537

(105,537

)

–0

–

–0

–

–0

–

Morgan Stanley & Co., Inc.

173,243

(173,243

)

–0

–

–0

–

–0

–

Royal Bank of Scotland PLC

656,358

(337,049

)

–0

–

–0

–

319,309

State Street Bank & Trust Co.

543

–0

–

–0

–

–0

–

543

UBS AG

184,494

–0

–

–0

–

–0

–

184,494

Total

$

2,511,144

$

(1,535,336

)

$

–0

–

$

–0

–

$

975,808

Counterparty

Derivative Liabilities Subject to a MA

Derivatives Available for Offset

Cash Collateral Pledged

Securities Collateral Pledged

Net Amount of Derivatives Liabilities

Bank of America, NA

$

409,270

$

–0

–

$

–0

–

$

–0

–

$

409,270

BNP Paribas SA

926,586

(706,489

)

–0

–

–0

–

220,097

Citibank, NA

276,111

(66,718

)

–0

–

–0

–

209,393

Credit Suisse International

849,192

(146,300

)

–0

–

–0

–

702,892

Deutsche Bank AG

21,439

–0

–

–0

–

–0

–

21,439

JPMorgan Chase Bank, NA

174,856

(105,537

)

–0

–

–0

–

69,319

Morgan Stanley & Co., Inc.

1,191,494

(173,243

)

–0

–

–0

–

1,018,251

Northern Trust Co.

112,113

–0

–

–0

–

–0

–

112,113

Royal Bank of Scotland PLC

337,049

(337,049

)

–0

–

–0

–

–0

–

Standard Chartered Bank

7,329

–0

–

–0

–

–0

–

7,329

Total

$

4,305,439

$

(1,535,336

)

$

–0

–

$

–0

–

$

2,770,103

* Cash has been posted for initial margin requirements for exchange-traded derivatives outstanding at June 30, 2014.

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

18

AllianceBernstein Variable Products Series Fund

opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $16,775,264 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $17,543,386. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $392,494 and $6,779 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	9,971	$	223,109	$	215,537	$	17,543

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		195,604			704,487		$	2,960,389		$	10,092,196
Shares issued in reinvestment of dividends		–0	–		219,705			–0	–		3,119,249
Shares redeemed		(440,236	)		(711,972	)		(6,593,855	)		(9,889,977	)
Net increase (decrease)		(244,632	)		212,220		$	(3,633,466	)	$	3,321,468
Class B
Shares sold		386,154			1,604,342		$	5,761,095		$	21,719,600
Shares issued in reinvestment of dividends		–0	–		3,444,995			–0	–		48,329,623
Shares redeemed		(4,837,941	)		(37,407,549	)		(72,577,249	)		(518,370,528	)
Net decrease		(4,451,787	)		(32,358,212	)	$	(66,816,154	)	$	(448,321,305	)

19

INTERNATIONAL VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	51,448,872	$	15,027,826
Total distributions paid	$	51,448,872	$	15,027,826

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	9,570,737
Accumulated capital and other losses		(1,098,653,494	)(a)
Unrealized appreciation/(depreciation)		147,909,617	(b)
Total accumulated earnings/(deficit)	$	(941,173,140	)

(a) As of December 31, 2013, the Portfolio had a net capital loss carryforward of $1,098,653,494. During the fiscal year, the Portfolio utilized $55,640,708 of capital loss carryforwards to offset current year net realized gains.

(b) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales, the realization for tax purposes of gains/losses on certain derivative instruments, and the tax treatment of passive foreign investment companies (PFICs).

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AllianceBernstein Variable Products Series Fund

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. 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, 2013, the Portfolio had a net capital loss carryforward of $1,098,653,494 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
25,870,806	$64,147,777	no expiration

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

21

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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$14.99			$12.96			$11.50			$14.90			$14.70			$11.05
Income From Investment Operations
Net investment income (a)		.42			.33			.36			.36			.27			.29
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.20			2.59			1.31			(3.19	)		.39	†		3.54
Net increase (decrease) in net asset value from operations		.62			2.92			1.67			(2.83	)		.66			3.83
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.89	)		(.21	)		(.56	)		(.46	)		(.18	)
Tax return of capital		–0	–		–0	–		–0	–		(.01	)		–0	–		–0	–
Total dividends and distributions		–0	–		(.89	)		(.21	)		(.57	)		(.46	)		(.18	)
Net asset value, end of period		$15.61			$14.99			$12.96			$11.50			$14.90			$14.70
Total Return
Total investment return based on net asset value (b)		4.14	%		23.00	%		14.53	%		(19.25	)%		4.59	%		34.68	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$57,367			$58,723			$48,029			$62,003			$104,274			$179,342
Ratio to average net assets of:
Expenses		.85	%^		.82	%		.81	%		.82	%		.85	%+		.83	%
Net investment income		5.58	%^		2.33	%		2.97	%		2.55	%		1.94	%+		2.40	%
Portfolio turnover rate		31	%		59	%		41	%		62	%		52	%		52	%

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,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$14.86			$12.84			$11.40			$14.77			$14.54			$10.93
Income From Investment Operations
Net investment income (a)		.40			.30			.32			.31			.24			.28
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.20			2.56			1.29			(3.14	)		.38	†		3.47
Net increase (decrease) in net asset value from operations		.60			2.86			1.61			(2.83	)		.62			3.75
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.84	)		(.17	)		(.53	)		(.39	)		(.14	)
Tax return of capital		–0	–		–0	–		–0	–		(.01	)		–0	–		–0	–
Total dividends and distributions		–0	–		(.84	)		(.17	)		(.54	)		(.39	)		(.14	)
Net asset value, end of period		$15.46			$14.86			$12.84			$11.40			$14.77			$14.54
Total Return
Total investment return based on net asset value (b)		4.04	%		22.73	%		14.19	%		(19.44	)%		4.30	%		34.36	%
Ratios/Supplemental Data
Net assets, end of period (000,000’s omitted)		$705			$744			$1,058			$1,033			$1,326			$1,708
Ratio to average net assets of:
Expenses		1.10	%^		1.07	%		1.06	%		1.07	%		1.10	%+		1.08	%
Net investment income		5.39	%^		2.20	%		2.70	%		2.23	%		1.73	%+		2.38	%
Portfolio turnover rate		31	%		59	%		41	%		62	%		52	%		52	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

† Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accord with the Portfolio’s change in net realized and unrealized gain (loss) on investment transactions for the period.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

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 5-8, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

24

AllianceBernstein Variable Products Series Fund

factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Morgan Stanley Capital International Europe, Australasia and Far East Index (Net) (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the Index) the period since inception (May 2001 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 4th quintile of the Performance Group and 5th quintile of the Performance Universe for the 3-year period, 4th out of 4 of the Performance Group and in the 5th quintile of the Performance Universe for the 5-year period, and was the only fund of the Performance Group and in the 5th quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 1-year period and the period since inception, and lagged it in all other periods.

The directors had discussed with the Adviser their concerns about the investment performance of the Portfolio over time as compared to both its benchmark and its peers and the Adviser had reviewed with them various steps that it had taken, including the restructuring of the Adviser’s research and portfolio management teams and related modifications to its investment process, and other changes intended to improve investment performance. They further noted the Adviser’s longstanding view that its high conviction style of value investing was out of favor but would over time result in outperformance by the Portfolio. The directors continued to be concerned about the Portfolio’s performance over time and the lack of sustained improvement in it. After further discussion with the Adviser and consideration of the Adviser’s response to their concerns, the directors concluded that they continued to have confidence in the Adviser’s ability to advise the Portfolio but informed the Adviser that, in light of the Portfolio’s persistent weak relative performance, they would continue to monitor closely the Portfolio and the impact of the steps taken by the Adviser with a view to improving investment performance.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional

25

INTERNATIONAL VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The directors noted that because of the small number of funds in the Portfolio’s Lipper category, Lipper had expanded the Expense Group of the Fund to include peers that had a similar (but not the same) Lipper investment objective/classification. The Expense Universe for the Portfolio had also been expanded by Lipper pursuant to Lipper’s standard guidelines. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio, which had been capped by the Adviser (although the expense ratio was currently lower than the cap), was lower than the Expense Group and the Expense Universe medians. The directors concluded that the Portfolio’s expense ratio was satisfactory.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the 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 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

26

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein International Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
International Value Portfolio	International	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$776.9

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

27

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,155 (0.006% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio		Fiscal Year End
International Value Portfolio	Class A    1.20%		0.82%	December 31
	Class B    1.45%		1.07%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

28

AllianceBernstein Variable Products Series Fund

addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee	Portfolio Advisory Fee
International Value Portfolio	$776.9	International Value Schedule 0.80% on first $25m 0.60% on the next $25m 0.50% on the next $50m 0.40% on the balance Minimum account size $25m	0.426%		0.750	%

The Adviser also manages AllianceBernstein Trust, Inc.—International Value Fund (“International Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of International Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
International Value Portfolio	International Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser manages Sanford C. Bernstein Fund, Inc. (“SCB Fund”), an open-end management investment company. The International Portfolio of SCB Fund (“SCB International Portfolio”) has a somewhat similar investment style as the Portfolio. Set forth below are the fee schedule of SCB International Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of SCB International Portfolio been applicable to the Portfolio based on March 31, 2014 net assets:

Portfolio	SCB Fund Portfolio	Fee Schedule	SCB Fund Effective Fee			Portfolio Advisory Fee
International Value Portfolio7	International Portfolio	0.925% on 1st $1 billion 0.850% on next $3 billion 0.800% on next $2 billion 0.750% on next $2 billion 0.650% thereafter The Adviser is waving 5 basis points in advisory fees effective through October 31, 2014.		0.875	%		0.750	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedule of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2014 net assets.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The investment guidelines of the Portfolio are more restrictive than the SCB Fund portfolio. The Portfolio invests primarily in either growth or value equity securities, in contrast to the SCB Fund portfolio, which invests in both growth and value equity securities.

29

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio		Fee Schedule	Effective Sub-Adv. Fee		Portfolio Advisory Fee
International Value Portfolio	Client # 18	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance		0.600%		0.750%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that the sub-advisory relationship is with an affiliate of the Adviser, the fee schedule may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers⁹. Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^10,11

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

The Portfolio’s original EG had an insufficient number of peers. Consequently, Lipper expanded the Portfolio’s EG to include peers that have a similar but not the same Lipper classification/objective as the Portfolio. However, because Lipper had expanded the Portfolio’s EG, under Lipper’s standard guidelines, the Portfolio’s Lipper Expense Universe (“EU”) was also expanded to include universes of those peers that had a similar but not the same Lipper investment objective/classification. A “normal” EU will include funds that have the same investment objective/classification as the subject portfolio.¹²

Portfolio	Contractual Management Fee13		Lipper EG Median (%)		Lipper EG Rank
International Value Portfolio		0.750		0.807		5/11

8 The client is an affiliate of the Adviser.

9 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

10 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

11 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

12 The Portfolio’s EG includes the Portfolio, four other VIP International Value funds (“IFVE”), four VIP International Growth funds (“IFGE”) and two VIP International Core funds (“IFCE”).

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

30

AllianceBernstein Variable Products Series Fund

Because Lipper had expanded the EG of the Portfolio, under Lipper’s standard guidelines, the Lipper Expense Universe (“EU”) was also expanded to include the universes of those peers that had a similar but not the same Lipper investment classification/objective.¹⁴ A “normal” EU will include funds that have the same investment classification/objective as the subject Portfolio.¹⁵

Set forth below is a comparison of the Portfolio’s total expense ratio and the medians of the Portfolio’s EG and EU. The Portfolio’s total expense ratio ranking is also shown in the table below.

Portfolio	Expense Ratio (%)16		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
International Value Portfolio		0.823		0.887		3/11		0.897		6/22

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than on a contractual management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio decreased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $2,181,857 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $5,353,827 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 The Portfolio’s EU includes the Portfolio, EG and all other VIP IFVE, IFGE and IFCE funds, excluding outliers.

16 Most recently completed fiscal year end Class A total expense ratio.

31

INTERNATIONAL VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁷

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^18,19 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.²⁰ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

17 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

18 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

19 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

20 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

32

AllianceBernstein Variable Products Series Fund

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²¹ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²² for the periods ended February 28, 2014.²³

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
International Value Portfolio
1 year		21.82		21.82		22.06		3/5		13/23
3 year		2.61		6.68		6.68		4/5		18/21
5 year		15.86		18.59		17.63		4/4		16/19
10 year		4.45		4.45		5.68		1/1		9/9

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²⁴ versus its benchmark.²⁵ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁶

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
International Value Portfolio		21.82		2.62		15.86		4.45		6.22		21.51		0.24		10
MSCI EAFE Index (Net)		19.28		6.63		17.60		6.66		5.36		18.18		0.36		10
Inception Date: May 10, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

21 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

22 The Portfolio’s PG/PU is not identical to the Portfolio’s EG/EU as the criteria for including/excluding a fund in/from a PG/PU is somewhat different from that of an EG/EU.

23 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

24 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

25 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

26 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

33

VPS-IV-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Large Cap Growth Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

LARGE CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,045.10	$	4.26		0.84	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.63	$	4.21		0.84	%
Class B
Actual	$	1,000	$	1,043.70	$	5.52		1.09	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.39	$	5.46		1.09	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

LARGE CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Google, Inc.	$	22,421,202		5.5	%
Apple, Inc.		19,394,956		4.7
Gilead Sciences, Inc.		17,872,080		4.4
Visa, Inc.—Class A		16,960,048		4.1
Allergan, Inc./United States		15,777,396		3.8
Biogen Idec, Inc.		15,315,868		3.7
Comcast Corp.—Class A		14,055,035		3.4
CVS Caremark Corp.		11,784,853		2.9
Priceline Group, Inc. (The)		11,043,540		2.7
Philip Morris International, Inc.		10,901,367		2.7
	$	155,526,345		37.9	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Technology	$	89,801,526		21.7	%
Consumer Discretionary		84,611,758		20.4
Health Care		70,984,925		17.1
Producer Durables		45,349,836		10.9
Consumer Staples		44,163,436		10.6
Financial Services		31,451,537		7.6
Materials & Processing		12,509,967		3.0
Energy		11,067,597		2.7
Short-Term Investments		24,937,277		6.0
Total Investments	$	414,877,859		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector breakdown is classified in the above chart and throughout this report according to the Russell sector classification scheme. The Russell sector scheme was developed by Russell Investments. Russell classifies index members into industries that most closely describe the nature of its business and its primary economic orientation. Multiple resources are used to obtain overall information about the company. Additional Russell sector scheme information can be found within Russell Index methodology documents available on www.russell.com. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–95.0%
TECHNOLOGY–21.9%
COMPUTER SERVICES, SOFTWARE & SYSTEMS–13.0%
ANSYS, Inc.(a)		42,942	$	3,255,862
Cognizant Technology Solutions Corp.–Class A(a)		134,940		6,599,915
F5 Networks, Inc.(a)		32,750		3,649,660
Facebook, Inc.–Class A(a)		102,100		6,870,309
FireEye, Inc. (a)(b)		42,620		1,728,241
Google, Inc.–Class A(a)		18,650		10,904,096
Google, Inc.–Class C(a)		20,020		11,517,106
Informatica Corp.(a)		64,796		2,309,977
NetSuite, Inc.(a)		39,769		3,455,131
ServiceNow, Inc.(a)		46,733		2,895,577
				53,185,874
COMPUTER TECHNOLOGY–4.7%
Apple, Inc.		208,705		19,394,956
ELECTRONIC COMPONENTS–1.8%
Amphenol Corp.–Class A		76,230		7,343,998
SEMICONDUCTORS & COMPONENT–2.4%
Linear Technology Corp.		209,830		9,876,698
				89,801,526
CONSUMER DISCRETIONARY–20.6%
CABLE TELEVISION SERVICES–3.4%
Comcast Corp.–Class A		261,830		14,055,035
COSMETICS–1.4%
Estee Lauder Cos., Inc. (The)–Class A		76,020		5,645,245
DIVERSIFIED MEDIA–0.0%
Discovery Communications, Inc.–Class A(a)		33		2,451
DIVERSIFIED RETAIL–1.2%
Costco Wholesale Corp.		41,590		4,789,504
ENTERTAINMENT–2.5%
Walt Disney Co. (The)		121,510		10,418,267
LEISURE TIME–2.7%
Priceline Group, Inc. (The)(a)		9,180		11,043,540
RECREATIONAL VEHICLES & BOATS–1.6%
Polaris Industries, Inc.		50,230		6,541,955
RESTAURANTS–1.8%
Starbucks Corp.		97,375		7,534,878
SPECIALTY RETAIL–3.7%
Home Depot, Inc. (The)		114,810		9,295,018
O’Reilly Automotive, Inc.(a)		24,630		3,709,278
Ulta Salon Cosmetics & Fragrance, Inc.(a)		25,110		2,295,305
				15,299,601
TEXTILES, APPAREL & SHOES–2.3%
Michael Kors Holdings Ltd.(a)		40,740	$	3,611,601
NIKE, Inc.–Class B		73,110		5,669,681
				9,281,282
				84,611,758
HEALTH CARE–17.3%
BIOTECHNOLOGY–5.5%
Biogen Idec, Inc.(a)		48,574		15,315,868
Quintiles Transnational Holdings, Inc.(a)		139,288		7,422,657
				22,738,525
HEALTH CARE MANAGEMENT SERVICES–0.9%
UnitedHealth Group, Inc.		43,861		3,585,637
HEALTH CARE SERVICES–1.1%
McKesson Corp.		23,750		4,422,487
MEDICAL EQUIPMENT–1.6%
Intuitive Surgical, Inc.(a)		16,000		6,588,800
PHARMACEUTICALS–8.2%
Allergan, Inc./United States		93,236		15,777,396
Gilead Sciences, Inc.(a)		215,560		17,872,080
				33,649,476
				70,984,925
PRODUCER DURABLES–11.0%
AEROSPACE–2.2%
Boeing Co. (The)		71,770		9,131,297
AIR TRANSPORT–1.7%
Copa Holdings SA–Class A		48,840		6,963,119
BACK OFFICE SUPPORT, HR & CONSULTING–0.4%
CoStar Group, Inc.(a)		9,738		1,540,259
COMMERCIAL SERVICES–0.5%
Nielsen NV		45,645		2,209,674
DIVERSIFIED MANUFACTURING OPERATIONS–2.3%
Danaher Corp.		120,912		9,519,402
RAILROAD EQUIPMENT–0.6%
Wabtec Corp./DE		28,860		2,383,547
SCIENTIFIC INSTRUMENTS: CONTROL & FILTER–0.9%
Parker Hannifin Corp.		28,520		3,585,820
SCIENTIFIC INSTRUMENTS: ELECTRICAL–1.6%
AMETEK, Inc.		128,811		6,734,239

3

LARGE CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
SCIENTIFIC INSTRUMENTS: GAUGES & METERS–0.8%
Mettler-Toledo International, Inc.(a)		12,965	$	3,282,479
				45,349,836
CONSUMER STAPLES–10.8%
BEVERAGE: SOFT DRINKS–2.8%
Keurig Green Mountain, Inc.		26,420		3,292,196
Monster Beverage Corp.(a)		113,516		8,063,042
				11,355,238
DRUG & GROCERY STORE CHAINS–2.9%
CVS Caremark Corp.		156,360		11,784,853
FOODS–2.5%
Hershey Co. (The)		36,600		3,563,742
Mead Johnson Nutrition Co.–Class A		70,390		6,558,236
				10,121,978
TOBACCO–2.6%
Philip Morris International, Inc.		129,301		10,901,367
				44,163,436
FINANCIAL SERVICES–7.7%
ASSET MANAGEMENT & CUSTODIAN–1.7%
Affiliated Managers Group, Inc.(a)		15,661		3,216,769
BlackRock, Inc.–Class A		11,830		3,780,868
				6,997,637
FINANCIAL DATA & SYSTEMS–4.2%
Visa, Inc.–Class A		80,490		16,960,048
SECURITIES BROKERAGE & SERVICES–1.8%
Intercontinental Exchange, Inc.		39,671		7,493,852
				31,451,537
MATERIALS & PROCESSING–3.0%
FERTILIZERS–1.9%
Monsanto Co.		62,313		7,772,924
METAL FABRICATING–1.1%
Precision Castparts Corp.		18,768		4,737,043
				12,509,967
ENERGY–2.7%
OIL WELL EQUIPMENT & SERVICES–2.7%
Oceaneering International, Inc.		21,570		1,685,264
Schlumberger Ltd.		79,545	$	9,382,333
				11,067,597
Total Common Stocks (cost $293,223,697)				389,940,582
	Principal Amount (000)
SHORT-TERM INVESTMENTS–6.1%
TIME DEPOSIT–6.1%
State Street Time Deposit 0.01%, 7/01/14 (Cost $24,937,277)	$	24,937		24,937,277
	Shares
TOTAL INVESTMENTS BEFORE SECURITY LENDING COLLATERAL FOR SECURITIES LOANED–101.1% (cost $318,160,974)				414,877,859
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.4%
INVESTMENT COMPANIES–0.4%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $1,694,145)		1,694,145		1,694,145
TOTAL INVESTMENTS–101.5% (cost $319,855,119)				416,572,004
Other assets less liabilities–(1.5)%				(5,992,713	)
NET ASSETS–100.0%			$	410,579,291

(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, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $318,160,974)	$	414,877,859	(a)
Affiliated issuers (cost $1,694,145—investment of cash collateral for securities loaned)		1,694,145
Receivable for investment securities sold		665,417
Dividends and interest receivable		288,306
Receivable for capital stock sold		265,424
Total assets		417,791,151
LIABILITIES
Payable for investment securities purchased		4,714,771
Payable for collateral received on securities loaned		1,694,145
Payable for capital stock redeemed		349,588
Advisory fee payable		243,871
Distribution fee payable		44,800
Administrative fee payable		28,559
Transfer Agent fee payable		212
Accrued expenses		135,914
Total liabilities		7,211,860
NET ASSETS	$	410,579,291
COMPOSITION OF NET ASSETS
Capital stock, at par	$	9,331
Additional paid-in capital		307,881,064
Accumulated net investment loss		(185,518	)
Accumulated net realized gain on investment transactions		6,157,529
Net unrealized appreciation on investments		96,716,885
	$	410,579,291

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	183,894,752		4,113,036	$	44.71
B	$	226,684,539		5,218,067	$	43.44

(a) Includes securities on loan with a value of $1,728,241 (see Note E).

See notes to financial statements.

5

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	1,796,796
Affiliated issuers		402
Interest		1,254
Securities lending income		5,051
		1,803,503
EXPENSES
Advisory fee (see Note B)		1,524,437
Distribution fee—Class B		280,219
Transfer agency—Class A		2,777
Transfer agency—Class B		3,416
Custodian		56,750
Printing		52,152
Administrative		27,041
Legal		18,653
Audit		16,825
Directors’ fees		2,255
Miscellaneous		4,496
Total expenses		1,989,021
Net investment loss		(185,518	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		36,220,089
Net change in unrealized appreciation/depreciation of investments		(18,526,893	)
Net gain on investment transactions		17,693,196
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	17,507,678

See notes to financial statements.

6

LARGE CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(185,518	)	$	(951,019	)
Net realized gain on investment transactions		36,220,089			40,515,361
Net change in unrealized appreciation/depreciation of investments		(18,526,893	)		81,506,094
Net increase in net assets from operations		17,507,678			121,070,436
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(127,070	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(27,766,879	)		(51,226,644	)
Total increase (decrease)		(10,259,201	)		69,716,722
NET ASSETS
Beginning of period		420,838,492			351,121,770
End of period (including accumulated net investment loss of ($185,518) and $0, respectively)	$	410,579,291		$	420,838,492

See notes to financial statements.

7

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

8

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. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

389,940,582

$

–0

–

$

–0

–

$

389,940,582

Short-Term Investments

–0

–

24,937,277

–0

–

24,937,277

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

1,694,145

–0

–

–0

–

1,694,145

Total Investments in Securities

391,634,727

24,937,277

–0

–

416,572,004

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

391,634,727

��

$

24,937,277

$

–0

–

$

416,572,004

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair

9

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

10

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .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, 2014, the reimbursement for such services amounted to $27,041.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $117,303, 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, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	135,587,036		$	155,864,786
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	$	97,460,378
Gross unrealized depreciation		(743,493	)
Net unrealized appreciation	$	96,716,885

11

LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $1,728,241 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $1,694,145. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $5,051 and $402 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	3,737	$	12,431	$	14,474	$	1,694

12

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		32,019			99,625		$	1,371,196		$	3,596,763
Shares issued in reinvestment of dividends		–0	–		3,499			–0	–		127,070
Shares redeemed		(371,528	)		(791,125	)		(15,902,890	)		(28,666,154	)
Net decrease		(339,509	)		(688,001	)	$	(14,531,694	)	$	(24,942,321	)
Class B
Shares sold		210,487			257,016		$	8,750,362		$	9,095,751
Shares redeemed		(526,965	)		(1,007,058	)		(21,985,547	)		(35,380,074	)
Net decrease		(316,478	)		(750,042	)	$	(13,235,185	)	$	(26,284,323	)

NOTE G: Risks Involved in Investing in the Portfolio

Foreign Securities Risk—Investing in securities of foreign companies or foreign governments involves special risks which include changes in foreign currency exchange rates and the possibility of future political and economic developments which could adversely affect the value of such securities. Moreover, securities of many foreign companies or foreign governments and their markets may be less liquid and their prices more volatile than those of comparable U.S. companies or of the U.S. government.

Currency Risk—This is the risk that changes in foreign currency exchange rates may negatively affect the value of the Portfolio’s investments or reduce the returns of the Portfolio. For example, the value of the Portfolio’s investments in foreign currency-denominated securities or currencies may decrease if the U.S. dollar is strong (i.e., gaining value relative to other currencies) and other currencies are weak (i.e., losing value relative to the U.S. dollar). Currency markets are generally not as regulated as securities markets. Independent of the Portfolio’s investments denominated in foreign currencies, the Portfolio’s positions in various foreign currencies may cause the Portfolio to experience investment losses due to the changes in exchange rates and interest rates.

Focused Portfolio Risk—Investments in a limited number of companies may have more risk because changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolio’s NAV.

Derivatives Risk—The Portfolio may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Portfolio, and subject to counterparty risk to a greater degree than more traditional investments. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected in the statement of assets and liabilities.

Indemnification Risk—In the ordinary course of business, the Portfolio enters into contracts that contain a variety of indemnifications. The Portfolio’s maximum exposure under these arrangements is unknown. However, the Portfolio has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Portfolio has not accrued any liability in connection with these indemnification provisions.

NOTE H: Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Portfolio, participate in a $140 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Portfolio did not utilize the Facility during the six months ended June 30, 2014.

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LARGE CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	127,070	$	550,503
Total taxable distributions paid	$	127,070	$	550,503

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Accumulated capital and other losses	$	(29,469,037	)(a)
Unrealized appreciation/(depreciation)		114,650,255	(b)
Total accumulated earnings/(deficit)	$	85,181,218

(a) As of December 31, 2013, the Portfolio had a net capital loss carryforward of $29,469,037. During the fiscal year, the Portfolio utilized $39,104,906 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2013, the Portfolio had a net capital loss carryforward of $29,469,037 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$     519,354	n/a	2016
28,949,683	n/a	2017

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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LARGE CAP GROWTH PORTFOLIO
FINANCIALHIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$42.78			$31.17			$26.86			$27.79			$25.36			$18.47
Income From Investment Operations
Net investment income (loss) (a)		.01			(.04	)		.05			.09			.07			.10
Net realized and unrealized gain (loss) on investment transactions		1.92			11.68			4.35			(.93	)		2.48			6.82
Net increase (decrease) in net asset value from operations		1.93			11.64			4.40			(.84	)		2.55			6.92
Less: Dividends
Dividends from net investment income		–0	–		(.03	)		(.09	)		(.09	)		(.12	)		(.03	)
Net asset value, end of period		$44.71			$42.78			$31.17			$26.86			$27.79			$25.36
Total Return
Total investment return based on net asset value (b)		4.51	%		37.35	%*		16.39	%*		(3.04	)%*		10.10	%*		37.52	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$183,895			$190,488			$160,226			$166,654			$200,977			$211,940
Ratio to average net assets of:
Expenses		.84	%^		.85	%		.86	%		.84	%		.85	%+		.88	%
Net investment income (loss)		.05	%^		(.11	)%		.18	%		.33	%		.29	%+		.47	%
Portfolio turnover rate		35	%		60	%		94	%		89	%		105	%		97	%

See footnote summary on page 16.

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LARGE CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS
(continued)	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS B
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$41.62			$30.38			$26.17			$27.08			$24.72			$18.03
Income From Investment Operations
Net investment income (loss) (a)		(.04	)		(.13	)		(.02	)		.02			.01			.04
Net realized and unrealized gain (loss) on investment transactions		1.86			11.37			4.24			(.91	)		2.42			6.65
Net increase (decrease) in net asset value from operations		1.82			11.24			4.22			(.89	)		2.43			6.69
Less: Dividends
Dividends from net investment income		–0	–		–0	–		(.01	)		(.02	)		(.07	)		–0	–
Net asset value, end of period		$43.44			$41.62			$30.38			$26.17			$27.08			$24.72
Total Return
Total investment return based on net asset value (b)		4.37	%		37.00	%*		16.12	%*		(3.27	)%*		9.83	%*		37.10	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$226,684			$230,350			$190,896			$194,729			$223,520			$233,460
Ratio to average net assets of:
Expenses		1.09	%^		1.10	%		1.11	%		1.09	%		1.10	%+		1.13	%
Net investment income (loss)		(.20	)%^		(.36	)%		(.07	)%		.08	%		.04	%+		.22	%
Portfolio turnover rate		35	%		60	%		94	%		89	%		105	%		97	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the years ended December 31, 2013, December 31, 2012, December 31, 2011, December 31, 2010 and December 31, 2009 by 0.10%, 0.95%, 0.46%, 0.58% and 1.96%, respectively.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

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LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE	AllianceBernstein Variable Products Series Fund

INFORMATION REGARDING THE REVIEW AND APPROVAL OF THE PORTFOLIO’S ADVISORY AGREEMENT

The disinterested directors (the “directors”) of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”) at a meeting held on May 5-8, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors reviewed the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and noted that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous

17

LARGE CAP GROWTH PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. The directors noted that the Portfolio is a clone of another fund managed by the Adviser (the “Corresponding Fund”) and is managed to track the investment performance of its Corresponding Fund, although investment results may differ between the Portfolio and its Corresponding Fund due to differences in their expense ratios and other factors. At the May 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the Index) the period since inception (June 1992 inception). The directors noted that the Portfolio was in the 3rd quintile of the Performance Group and the Performance Universe for the 1-year period, and in the 4th quintile of the Performance Group and the Performance Universe for the 3-, 5- and 10-year periods. The Portfolio outperformed the Index in the 1-year period and the period since inception, and lagged it in all other periods. Based on their review, the directors concluded that the Portfolio’s performance was acceptable.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points was the same as the Expense Group median. The directors noted that the administrative expense reimbursement was 1.4 basis points in the Portfolio’s latest fiscal year, and that as a result the rate of the compensation received by the Adviser pursuant to the Advisory Agreement was higher than the Expense Group median.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising a registered investment company with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively

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 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 concluded that the Portfolio’s total expense ratio was acceptable, although they noted that it was higher than the Expense Group and the Expense Universe medians.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

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LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Large Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Large Cap Growth Portfolio	Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$407.2

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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 $54,101 (0.014% 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    0.85 Class B    1.10	%  %		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, 2014 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 Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Large Cap Growth Portfolio	$	407.2	Large Cap Growth Schedule 0.80% on first $25m 0.50% on the next $25m 0.40% on the next $50m 0.30% on the next $100m 0.25% on the balance Minimum account size $25m		0.330	%		0.750	%

The Adviser also manages AllianceBernstein Large Cap Growth Fund, Inc. (“Large Cap Growth Fund, Inc.), retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Large Cap Growth Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	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, 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. The Adviser charges the fees set forth below for the sub-advisory relationship that has a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fee of the Portfolio had the fee schedules of the sub-advisory relationship been applicable to the Portfolio based on March 31, 2014 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.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfo-lio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 Class A shares of the fund are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

22

AllianceBernstein Variable Products Series Fund

While it appears that the sub-advisory relationship is paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such a lower fee due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
Large Cap Growth Portfolio		0.750		0.747		8/13

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹²

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Large Cap Growth Portfolio		0.847		0.797		11/13		0.789		46/66

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

8 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

23

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	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 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI, an affiliate of the Adviser, received $517,869 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $1,194,047 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁴

The Portfolio did not effect brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and pay commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management

14 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

24

AllianceBernstein Variable Products Series Fund

(“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁷ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2014.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Large Cap Growth Portfolio
1 year		31.67		31.67		32.77		7/13		52/89
3 year		13.79		13.94		14.66		8/13		56/82
5 year		21.94		22.11		22.98		9/13		55/77
10 year		7.26		7.38		7.69		8/12		42/64

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 is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

25

LARGE CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmarks.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²³

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Large Cap Growth Portfolio		31.67		13.79		21.94		7.26		9.41		16.47		0.41		10
Russell 1000 Growth Index		29.14		15.06		24.02		7.77		8.67		15.03		0.46		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: June 5, 2014

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26

VPS-LCG-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Real Estate Investment Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

REAL ESTATE INVESTMENT PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,144.90	$	5.64		1.06	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.54	$	5.31		1.06	%
Class B
Actual	$	1,000	$	1,143.50	$	6.96		1.31	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,018.30	$	6.56		1.31	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

REAL ESTATE INVESTMENT PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Simon Property Group, Inc.	$	3,520,147		7.0	%
American Tower Corp.		1,703,321		3.4
Public Storage		1,521,588		3.0
SL Green Realty Corp.		1,495,197		3.0
Boston Properties, Inc.		1,139,137		2.3
HCP, Inc.		1,109,398		2.2
Associated Estates Realty Corp.		1,069,992		2.1
Spirit Realty Capital, Inc.		1,034,089		2.1
Health Care REIT, Inc.		1,030,357		2.1
Ventas, Inc.		1,024,318		2.0
	$	14,647,544		29.2	%

INDUSTRY BREAKDOWN^**

June 30, 2014 (unaudited)

INDUSTRY	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Diversified/Specialty	$	9,968,685		19.9	%
Lodging		6,746,578		13.5
Health Care		6,096,110		12.2
Regional Mall		5,920,069		11.8
Office		5,638,505		11.3
Multi-Family		5,195,138		10.4
Shopping Center/Other Retail		4,700,655		9.4
Self Storage		2,597,752		5.2
Industrial Warehouse Distribution		2,272,779		4.5
Mortgage		470,779		0.9
Triple Net		221,804		0.4
Student Housing		168,256		0.3
Short-Term Investments		103,501		0.2
Total Investments	$	50,100,611		100.0	%

* Long-term investments.

** The Portfolio’s industry breakdown is expressed as a percentage of total investments (excluding security lending) and may vary over time.

Please note: The industry classifications presented herein are based on the industry categorization methodology of the Adviser.

2

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–99.8%
EQUITY: OTHER–32.5%
DIVERSIFIED/SPECIALTY–19.9%
American Tower Corp.		18,930	$	1,703,321
Armada Hoffler Properties, Inc.		20,130		194,858
BioMed Realty Trust, Inc.		16,300		355,829
Digital Realty Trust, Inc.(a)		9,280		541,210
Gramercy Property Trust, Inc.		165,402		1,000,682
Kennedy-Wilson Holdings, Inc.		28,310		759,274
Lexington Realty Trust(a)		61,420		676,234
New York REIT, Inc.(a)		64,880		717,573
Rayonier Advanced Materials(b)		4,217		163,396
Rayonier, Inc.		12,650		449,708
Regal Entertainment Group–Class A		35,490		748,839
Spirit Realty Capital, Inc.		91,029		1,034,089
Vornado Realty Trust		8,110		865,580
Weyerhaeuser Co.		22,910		758,092
				9,968,685
HEALTH CARE–12.2%
HCP, Inc.		26,810		1,109,398
Health Care REIT, Inc.		16,441		1,030,357
LTC Properties, Inc.		21,540		840,922
Medical Properties Trust, Inc.		66,895		885,690
Omega Healthcare Investors, Inc.		22,370		824,558
Senior Housing Properties Trust		15,680		380,867
Ventas, Inc.		15,980		1,024,318
				6,096,110
TRIPLE NET–0.4%
EPR Properties		3,970		221,804
				16,286,599
RETAIL – 21.2%
REGIONAL MALL–11.8%
General Growth Properties, Inc.		25,810		608,084
Glimcher Realty Trust		35,100		380,133
Pennsylvania Real Estate Investment Trust		24,860		467,865
Simon Property Group, Inc.		21,170		3,520,147
Washington Prime Group, Inc.(b)		50,365		943,840
				5,920,069
SHOPPING CENTER/OTHER RETAIL–9.4%
DDR Corp.		50,123		883,669
Federal Realty Investment Trust		2,740		331,321
Kimco Realty Corp.		23,780		546,464
Kite Realty Group Trust		72,064		442,473
Ramco-Gershenson Properties Trust		47,481		789,134
Regency Centers Corp.		6,630		369,158
Retail Opportunity Investments Corp.		54,030		849,892
Retail Properties of America, Inc.–Class A		15,110		232,392
Weingarten Realty Investors		7,800		256,152
				4,700,655
				10,620,724

Company	Shares		U.S. $ Value
RESIDENTIAL–15.9%
MULTI-FAMILY–10.4%
Apartment Investment & Management Co. –Class A		9,960	$	321,409
Associated Estates Realty Corp.		59,378		1,069,992
AvalonBay Communities, Inc.		4,020		571,604
Brookfield Residential Properties, Inc.(b)		12,863		266,907
Camden Property Trust		2,010		143,012
Equity Residential		14,030		883,890
Essex Property Trust, Inc.		5,090		941,192
Mid-America Apartment Communities, Inc.		13,650		997,132
				5,195,138
SELF STORAGE–5.2%
CubeSmart		25,420		465,694
Extra Space Storage, Inc.		7,910		421,207
Public Storage		8,880		1,521,588
Sovran Self Storage, Inc.		2,450		189,263
				2,597,752
STUDENT HOUSING–0.3%
American Campus Communities, Inc.		4,400		168,256
				7,961,146
LODGING–13.5%
LODGING–13.5%
Ashford Hospitality Prime, Inc.		47,472		814,620
Ashford Hospitality Trust, Inc.		68,839		794,402
Chatham Lodging Trust		33,430		732,117
DiamondRock Hospitality Co.		72,170		925,219
FelCor Lodging Trust, Inc.		37,790		397,173
Hersha Hospitality Trust		137,687		923,880
Host Hotels & Resorts, Inc.		46,480		1,023,025
Intrawest Resorts Holdings, Inc.(b)		8,897		101,960
Pebblebrook Hotel Trust		13,520		499,699
Starwood Hotels & Resorts Worldwide, Inc.		4,650		375,813
Strategic Hotels & Resorts, Inc.(b)		13,550		158,670
				6,746,578
OFFICE–11.3%
OFFICE–11.3%
Boston Properties, Inc.		9,639		1,139,137
Columbia Property Trust, Inc.		25,880		673,139
Corporate Office Properties Trust		6,870		191,055
Cousins Properties, Inc.		54,419		677,517
Franklin Street Properties Corp.		8,890		111,836
Government Properties Income Trust		4,470		113,493
Kilroy Realty Corp.		5,850		364,338
Parkway Properties, Inc./MD		42,266		872,793
SL Green Realty Corp.		13,666		1,495,197
				5,638,505

3

REAL ESTATE INVESTMENT PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
INDUSTRIALS–4.5%
INDUSTRIAL WAREHOUSE DISTRIBUTION–4.5%
Granite Real Estate Investment Trust		19,780	$	736,014
ProLogis, Inc.		18,012		740,113
STAG Industrial, Inc.		33,180		796,652
				2,272,779
MORTGAGE–0.9%
MORTGAGE–0.9%
Altisource Residential Corp. (cost $527,824)		18,086		470,779
Total Common Stocks (cost $41,371,538)				49,997,110
SHORT-TERM INVESTMENTS–0.2%
TIME DEPOSIT–0.2%
State Street Time Deposit 0.01%, 7/01/14 (cost $103,501)	$	104	$	103,501
Total Investments Before Security Lending Collateral for Securities Loaned–100.0% (cost $41,475,039)				50,100,611
	Shares
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–4.0%
INVESTMENT COMPANIES–4.0%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $2,007,795)		2,007,795		2,007,795
TOTAL INVESTMENTS–104.0% (cost $43,482,834)				52,108,406
Other assets less liabilities–(4.0)%				(1,984,916	)
NET ASSETS–100.0%			$	50,123,490

(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, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $41,475,039)	$	50,100,611	(a)
Affiliated issuers (cost $2,007,795—investment of cash collateral for securities loaned)		2,007,795
Foreign currencies, at value (cost $9,168)		9,565
Receivable for investment securities sold		266,539
Dividends and interest receivable		178,878
Receivable for capital stock sold		16,736
Total assets		52,580,124
LIABILITIES
Payable for collateral received on securities loaned		2,007,795
Payable for investment securities purchased		213,544
Payable for capital stock redeemed		127,022
Administrative fee payable		29,936
Advisory fee payable		21,886
Distribution fee payable		2,607
Transfer Agent fee payable		211
Accrued expenses		53,633
Total liabilities		2,456,634
NET ASSETS	$	50,123,490
COMPOSITION OF NET ASSETS
Capital stock, at par	$	3,914
Additional paid-in capital		26,060,762
Undistributed net investment income		2,345,686
Accumulated net realized gain on investment and foreign currency transactions		13,087,147
Net unrealized appreciation on investments and foreign currency denominated assets and liabilities		8,625,981
	$	50,123,490

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	37,207,517		2,907,213	$	12.80
B	$	12,915,973		1,006,804	$	12.83

(a) Includes securities on loan with a value of $1,935,017 (see Note E).

See notes to financial statements.

5

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $2,665)	$	973,858
Affiliated issuers		338
Interest		22
Securities lending income		3,977
		978,195
EXPENSES
Advisory fee (see Note B)		129,308
Distribution fee—Class B		15,948
Transfer agency—Class A		2,016
Transfer agency—Class B		752
Custodian		37,512
Administrative		28,136
Audit		21,321
Legal		14,839
Printing		10,517
Directors’ fees		2,255
Miscellaneous		2,968
Total expenses		265,572
Net investment income		712,623
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on:
Investment transactions		1,012,071
Foreign currency transactions		(243	)
Net change in unrealized appreciation/depreciation of:
Investments		4,642,720
Foreign currency denominated assets and liabilities		270
Net gain on investment and foreign currency transactions		5,654,818
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	6,367,441

See notes to financial statements.

6

REAL ESTATE INVESTMENT PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	712,623		$	1,533,058
Net realized gain on investment and foreign currency transactions		1,011,828			12,199,590
Net change in unrealized appreciation/depreciation of investments and foreign currency denominated assets and liabilities		4,642,990			(9,677,724	)
Net increase in net assets from operations		6,367,441			4,054,924
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,092,258	)
Class B		–0	–		(167,764	)
Net realized gain on investment transactions
Class A		–0	–		(7,572,992	)
Class B		–0	–		(1,408,799	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(213,992	)		(33,459,009	)
Total increase (decrease)		6,153,449			(39,645,898	)
NET ASSETS
Beginning of period		43,970,041			83,615,939
End of period (including undistributed net investment income of $2,345,686 and $1,633,063, respectively)	$	50,123,490		$	43,970,041

See notes to financial statements.

7

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is total return from long-term growth of capital and income. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

8

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. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

49,997,110

$

–0

–

$

–0

–

$

49,997,110

Short-Term Investments

–0

–

103,501

–0

–

103,501

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

2,007,795

–0

–

–0

–

2,007,795

Total Investments in Securities

52,004,905

103,501

–0

–

52,108,406

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

52,004,905

$

103,501

$

–0

–

$

52,108,406

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair

9

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

10

AllianceBernstein Variable Products Series Fund

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $28,136.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $52,482, 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, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	17,067,303		$	16,378,578
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	$	9,059,499
Gross unrealized depreciation		(433,927	)
Net unrealized appreciation	$	8,625,572

11

REAL ESTATE INVESTMENT PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $1,935,017 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $2,007,795. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $3,977 and $338 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	2,192	$	12,575	$	12,759	$	2,008

12

AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		543,410			524,528		$	6,458,257		$	6,706,724
Shares issued in reinvestment of dividends and distributions		–0	–		793,521			–0	–		8,665,250
Shares redeemed		(461,433	)		(4,211,856	)		(5,476,398	)		(48,665,290	)
Net increase (decrease)		81,977			(2,893,807	)	$	981,859		$	(33,293,316	)
Class B
Shares sold		56,801			173,655		$	686,611		$	2,176,681
Shares issued in reinvestment of dividends and distributions		–0	–		143,716			–0	–		1,576,563
Shares redeemed		(154,990	)		(317,045	)		(1,882,462	)		(3,918,937	)
Net increase (decrease)		(98,189	)		326		$	(1,195,851	)	$	(165,693	)

NOTE G: Risks Involved in Investing in the Portfolio

Concentration of Risk—Although the Portfolio does not invest directly in real estate, it invests primarily in real estate equity securities and has a policy of concentration of its investments in the real estate industry. Therefore, an investment in the Portfolio is subject to certain risks associated with the direct ownership of real estate and with the real estate industry in general. To the extent that assets underlying the Portfolio’s investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to additional risks.

In addition, investing in Real Estate Investment Trusts (“REITs”) involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs are dependent upon management skills, are not diversified, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs are also subject to the possibilities of failing to qualify for tax-free pass-through of income under the Internal Revenue Code and failing to maintain their exemptions from registration under the 1940 Act. REITs (especially mortgage REITs) also are subject to interest rate risks.

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.

13

REAL ESTATE INVESTMENT 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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	3,797,777	$	1,915,205
Net long-term capital gains		6,444,036		8,436,027
Total taxable distributions paid	$	10,241,813	$	10,351,232

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	4,095,200
Undistributed capital gain		9,784,440
Unrealized appreciation/(depreciation)		3,811,732	(a)
Total accumulated earnings/(deficit)	$	17,691,372

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

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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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$11.18			$12.25			$11.58			$12.02			$9.64			$7.86
Income From Investment Operations
Net investment income (a)		.18			.24			.18			.11			.23			.19
Net realized and unrealized gain on investment and foreign currency transactions		1.44			.24			2.21			1.02			2.30			1.98
Net increase in net asset value from operations		1.62			.48			2.39			1.13			2.53			2.17
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.20	)		(.15	)		(.18	)		(.15	)		(.23	)
Distributions from net realized gain on investment transactions		–0	–		(1.35	)		(1.57	)		(1.39	)		–0	–		(.16	)
Total dividends and distributions		–0	–		(1.55	)		(1.72	)		(1.57	)		(.15	)		(.39	)
Net asset value, end of period		$12.80			$11.18			$12.25			$11.58			$12.02			$9.64
Total Return
Total investment return based on net asset value (b)		14.49	%		4.20	%		21.19	%		9.03	%*		26.34	%		29.46	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$37,207			$31,576			$70,048			$63,093			$66,493			$38,317
Ratio to average net assets of:
Expenses		1.06	%^		.86	%		.84	%		.88	%		.87	%+		1.25	%
Net investment income		3.10	%^		1.92	%		1.49	%		.91	%		2.15	%+		2.50	%
Portfolio turnover rate		35	%		98	%		110	%		114	%		132	%		94	%

See footnote summary on page 16.

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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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$11.22			$12.28			$11.61			$12.05			$9.67			$7.86
Income From Investment Operations
Net investment income (a)		.17			.27			.15			.08			.20			.20
Net realized and unrealized gain on investment and foreign currency transactions		1.44			.18			2.20			1.02			2.31			1.97
Net increase in net asset value from operations		1.61			.45			2.35			1.10			2.51			2.17
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.16	)		(.11	)		(.15	)		(.13	)		(.20	)
Distributions from net realized gain on investment transactions		–0	–		(1.35	)		(1.57	)		(1.39	)		–0	–		(.16	)
Total dividends and distributions		–0	–		(1.51	)		(1.68	)		(1.54	)		(.13	)		(.36	)
Net asset value, end of period		$12.83			$11.22			$12.28			$11.61			$12.05			$9.67
Total Return
Total investment return based on net asset value (b)		14.35	%		3.97	%		20.83	%		8.75	%*		26.05	%		29.22	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$12,916			$12,394			$13,568			$13,536			$14,479			$12,517
Ratio to average net assets of:
Expenses		1.31	%^		1.15	%		1.10	%		1.13	%		1.13	%+		1.53	%
Net investment income		2.84	%^		2.13	%		1.19	%		.64	%		1.89	%+		2.67	%
Portfolio turnover rate		35	%		98	%		110	%		114	%		132	%		94	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2011 by 0.06%.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

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REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE	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 5-8, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services provided to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The

17

REAL ESTATE INVESTMENT PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Portfolio, including, but not limited to, benefits relating to soft dollar arrangements (whereby the Adviser receives brokerage and research services from brokers that execute transactions for certain clients, including the Portfolio); 12b-1 fees and sales charges received by the Fund’s principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of the Portfolio’s Class B shares; transfer agency fees paid by the Portfolio to a wholly owned subsidiary of the Adviser; and brokerage commissions paid by the Portfolio to brokers affiliated with the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors also understood that the Adviser also might derive reputational and other benefits from its association with the Portfolio.

Investment Results

In addition to the information reviewed by the directors in connection with the meeting, the directors receive detailed performance information for the Portfolio at each regular Board meeting during the year. At the May 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Financial Times Stock Exchange (FTSE) National Association of Real Estate Investment Trusts (NAREIT) Equity REIT Index (the “FTSE NAREIT Equity REIT Index”) and the Standard & Poor’s 500 Stock Index (the “S&P Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the indices) the period since inception (January 1997 inception). The directors noted that the Portfolio was in the 5th quintile of the Performance Group and the Performance Universe for the 1-year period, in the 1st quintile of the Performance Group and 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 the Performance Universe for the 10-year period. The Portfolio lagged the FTSE NAREIT Equity REIT Index in the 1- and 5-year periods and outperformed it in all other periods. The Portfolio lagged the S&P Index in the 1- and 3-year periods and outperformed it in all other periods. Based on their review and their discussion with the Adviser of the reasons for the Portfolio’s performance in the one-year period, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 7 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at the same rate but the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The 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 comparable to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The Class A expense ratio of the Portfolio was based on the Portfolio’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Portfolio’s Lipper category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view the expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to the Portfolio by others.

The directors noted that the Portfolio’s total expense ratio was the same as 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 2014 meetings. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

19

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Real Estate Investment Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Real Estate Investment Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$46.7

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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 $55,158 (0.070% 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    0.86%		December 31
	Class B    1.15%

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 Portfolio⁴. 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, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Real Estate Investment Portfolio	$46.7	U.S. REIT Schedule		0.504	%		0.550	%
		0.55% on first $25m
		0.45% on next $25m
		0.40% the balance
		Minimum account size $25m

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

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REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser also manages AllianceBernstein Global Real Estate Investment Fund, Inc. (“Global Real Estate Investment Fund, Inc.), a retail mutual fund, which has a somewhat investment style as the Portfolio. Set forth below are the fee schedule of Global Real Estate Investment Fund, Inc. and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Real Estate Investment Portfolio7	Global Real Estate Investment Fund, Inc.	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550%		0.550%

The Adviser also manages and sponsors retail mutual funds, which are organized in jurisdictions outside the United States, generally Luxembourg and Japan, and sold to non-United States resident investors. The Adviser charges the following fees for the Luxembourg fund that has a somewhat similar investment style as the Portfolio.⁸

Fund	Fee9
Global Real Estate Securities Portfolio Class A Class I (Institutional)	1.50% 0.70%

The Adviser represented that it does not sub-advise any registered investment company with a substantially similar investment style as the Portfolio.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.¹⁰ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^11,12

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 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.

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 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.

9 Class A shares of the funds are charged an “all-in” fee, which includes investment advisory services and distribution related services, unlike Class I shares, whose fee is for only investment advisory services.

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

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AllianceBernstein Variable Products Series Fund

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Real Estate Investment Portfolio		0.550		0.750		3/11

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU¹⁴ is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Real Estate Investment Portfolio		0.860		0.860		6/11		0.860		8/15

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than it does on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $34,520 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $72,749 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

23

REAL ESTATE INVESTMENT PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

24

AllianceBernstein Variable Products Series Fund

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2014.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Real Estate Investment Portfolio
1 year		5.51		6.79		6.79		10/11		15/17
3 year		11.04		9.20		9.39		1/11		1/16
5 year		29.18		28.81		29.00		5/11		8/16
10 year		9.83		8.97		9.30		2/9		4/13

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmarks²⁴. Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Real Estate Investment Portfolio		5.51		11.04		29.18		9.83		10.04		24.97		0.44		10
FTSE NAREIT Equity REIT Index26		5.98		9.80		29.24		8.81		9.53		25.79		0.40		10
S&P 500 Stock Index		25.37		14.35		23.00		7.16		7.32		N/A		N/A		10
Inception Date: January 9, 1997

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

25 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

26 Benchmark since inception date is the nearest month end after the Portfolio’s inception date.

25

VPS-REI-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small Cap Growth Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL CAP GROWTH PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,018.30	$	5.70		1.14	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.14	$	5.71		1.14	%
Class B
Actual	$	1,000	$	1,016.90	$	6.95		1.39	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,017.90	$	6.95		1.39	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL CAP GROWTH PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
PolyOne Corp.	$	1,339,926		2.0	%
Akorn, Inc.		1,141,406		1.7
Kirby Corp.		1,044,537		1.6
Acadia Healthcare Co., Inc.		1,037,719		1.5
IDEX Corp.		1,032,261		1.5
Carlisle Cos., Inc.		1,026,447		1.5
Hexcel Corp.		1,015,383		1.5
Genesee & Wyoming, Inc.—Class A		1,014,510		1.5
United Rentals, Inc.		1,007,503		1.5
Buffalo Wild Wings, Inc.		982,660		1.5
	$	10,642,352		15.8	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Information Technology	$	18,450,841		27.2	%
Health Care		15,081,032		22.2
Industrials		13,507,827		19.9
Consumer Discretionary		9,288,927		13.7
Financials		3,745,126		5.5
Energy		3,221,413		4.7
Materials		1,339,926		2.0
Consumer Staples		1,202,063		1.8
Telecommunication Services		608,604		0.9
Short-Term Investments		1,392,864		2.1
Total Investments	$	67,838,623		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–98.5%
INFORMATION TECHNOLOGY–27.3%
COMMUNICATIONS EQUIPMENT–0.0%
Arista Networks, Inc.(a)(b)		437	$	27,265
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.9%
Zebra Technologies Corp.–Class A(b)		7,610		626,455
INTERNET SOFTWARE & SERVICES–8.5%
Cornerstone OnDemand, Inc.(b)		6,630		305,113
CoStar Group, Inc.(b)		6,038		955,031
Dealertrack Technologies, Inc.(b)		18,592		842,961
Demandware, Inc.(b)		7,734		536,508
Envestnet, Inc.(b)		14,170		693,196
Pandora Media, Inc.(b)		17,930		528,935
Shutterstock, Inc.(a)(b)		7,695		638,531
Yelp, Inc.(b)		8,231		631,153
Zillow, Inc.–Class A(a)(b)		4,380		626,033
				5,757,461
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–7.8%
Cavium, Inc.(b)		15,350		762,281
Intersil Corp.–Class A		65,020		972,049
Power Integrations, Inc.		3,622		208,410
Silicon Laboratories, Inc.(b)		19,020		936,735
Spansion, Inc.–Class A(b)		33,630		708,584
Synaptics, Inc.(b)		9,060		821,198
Teradyne, Inc.		43,555		853,678
				5,262,935
SOFTWARE–10.1%
A10 Networks, Inc.(b)		23,683		314,984
Aspen Technology, Inc.(b)		19,942		925,309
Fortinet, Inc.(b)		36,390		914,481
Guidewire Software, Inc.(b)		17,029		692,399
Interactive Intelligence Group, Inc.(b)		9,810		550,635
PTC, Inc.(b)		21,007		815,071
SolarWinds, Inc.(b)		17,450		674,617
SS&C Technologies Holdings, Inc.(b)		5,659		250,241
Tableau Software, Inc.–Class A(b)		9,608		685,339
Ultimate Software Group, Inc. (The)(b)		6,902		953,649
				6,776,725
				18,450,841
HEALTH CARE–22.3%
BIOTECHNOLOGY–5.1%
Cubist Pharmaceuticals, Inc.(b)		9,761		681,513
Intercept Pharmaceuticals, Inc.(b)		557		131,803
Isis Pharmaceuticals, Inc.(b)		8,571		295,271
Karyopharm Therapeutics, Inc.(a)(b)		5,685	$	264,637
KYTHERA Biopharmaceuticals, Inc.(a)(b)		6,876		263,832
NPS Pharmaceuticals, Inc.(b)		19,300		637,865
Puma Biotechnology, Inc.(b)		1,773		117,018
Synageva BioPharma Corp.(b)		4,026		421,925
Tekmira Pharmaceuticals Corp.(b)		10,510		137,260
TESARO, Inc.(b)		9,710		302,078
Ultragenyx Pharmaceutical, Inc.(b)		4,202		188,628
				3,441,830
HEALTH CARE EQUIPMENT & SUPPLIES–5.9%
Align Technology, Inc.(b)		12,150		680,886
Cardiovascular Systems, Inc.(b)		12,064		375,914
HeartWare International, Inc.(b)		7,719		683,132
Insulet Corp.(b)		14,480		574,422
K2M Group Holdings, Inc.(b)		20,177		300,234
LDR Holding Corp.(b)		18,224		455,782
Sirona Dental Systems, Inc.(b)		7,854		647,641
Tandem Diabetes Care, Inc.(b)		15,748		256,062
				3,974,073
HEALTH CARE PROVIDERS & SERVICES–4.5%
Acadia Healthcare Co., Inc.(b)		22,807		1,037,719
Mednax, Inc.(b)		9,934		577,662
Premier, Inc.–Class A(b)		16,993		492,797
Team Health Holdings, Inc.(b)		19,609		979,273
				3,087,451
LIFE SCIENCES TOOLS & SERVICES–1.9%
ICON PLC(b)		11,489		541,247
PAREXEL International Corp.(b)		13,810		729,720
				1,270,967
PHARMACEUTICALS–4.9%
Akorn, Inc.(b)		34,328		1,141,406
Aratana Therapeutics, Inc.(b)		16,087		251,118
GW Pharmaceuticals PLC (ADR)(a)(b)		3,829		410,813
Jazz Pharmaceuticals PLC(b)		3,550		521,886
Pacira Pharmaceuticals, Inc./DE(b)		8,660		795,508
Revance Therapeutics, Inc.(b)		5,470		185,980
				3,306,711
				15,081,032
INDUSTRIALS–20.0%
AEROSPACE & DEFENSE–2.0%
Hexcel Corp.(b)		24,826		1,015,383
KEYW Holding Corp. (The)(b)		24,285		305,263
				1,320,646
COMMERCIAL SERVICES & SUPPLIES–0.2%
Interface, Inc.		6,280		118,315

3

SMALL CAP GROWTH PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
CONSTRUCTION & ENGINEERING–1.3%
Dycom Industries, Inc.(b)		28,584	$	894,965
INDUSTRIAL CONGLOMERATES–1.5%
Carlisle Cos., Inc.		11,850		1,026,447
MACHINERY–8.4%
Actuant Corp.–Class A		18,360		634,705
Chart Industries, Inc.(b)		9,515		787,271
IDEX Corp.		12,785		1,032,261
Lincoln Electric Holdings, Inc.		12,320		860,922
Middleby Corp. (The)(b)		10,020		828,854
RBC Bearings, Inc.		9,529		610,333
Valmont Industries, Inc.		5,797		880,854
				5,635,200
MARINE–1.5%
Kirby Corp.(b)		8,917		1,044,537
PROFESSIONAL SERVICES–2.1%
TrueBlue, Inc.(b)		34,549		952,516
WageWorks, Inc.(b)		10,230		493,188
				1,445,704
ROAD & RAIL–1.5%
Genesee & Wyoming, Inc.–Class A(b)		9,662		1,014,510
TRADING COMPANIES & DISTRIBUTORS–1.5%
United Rentals, Inc.(b)		9,620		1,007,503
				13,507,827
CONSUMER DISCRETIONARY–13.8%
DISTRIBUTORS–2.4%
LKQ Corp.(b)		27,795		741,848
Pool Corp.		15,410		871,590
				1,613,438
DIVERSIFIED CONSUMER SERVICES–2.1%
Bright Horizons Family Solutions, Inc.(b)		14,310		614,471
Capella Education Co.		14,891		809,922
				1,424,393
HOTELS, RESTAURANTS & LEISURE–2.0%
Buffalo Wild Wings, Inc.(b)		5,930		982,660
Zoe’s Kitchen, Inc.(a)(b)		10,405		357,724
				1,340,384
HOUSEHOLD DURABLES–0.5%
Tempur Sealy International, Inc.(b)		6,020		359,394
INTERNET & CATALOG RETAIL–1.6%
HomeAway, Inc.(b)		15,616		543,749
zulily, Inc.–Class A(a)(b)		13,710	$	561,425
				1,105,174
MEDIA–1.2%
National CineMedia, Inc.		44,909		786,357
SPECIALTY RETAIL–4.0%
Cabela’s, Inc.(b)		12,265		765,336
Container Store Group, Inc. (The)(a)(b)		13,442		373,419
Dick’s Sporting Goods, Inc.		8,950		416,712
Five Below, Inc.(b)		24,359		972,167
Lumber Liquidators Holdings, Inc.(b)		1,740		132,153
				2,659,787
				9,288,927
FINANCIALS–5.6%
BANKS–4.5%
City National Corp./CA		6,420		486,379
Iberiabank Corp.		9,768		675,848
Opus Bank(b)		6,517		189,384
Signature Bank/New York NY(b)		6,339		799,855
SVB Financial Group(b)		7,601		886,429
				3,037,895
CAPITAL MARKETS–1.1%
Artisan Partners Asset Management, Inc.–Class A		590		33,441
Stifel Financial Corp.(b)		14,230		673,790
				707,231
				3,745,126
ENERGY–4.8%
ENERGY EQUIPMENT & SERVICES–2.3%
Dril-Quip, Inc.(b)		6,880		751,571
Superior Energy Services, Inc.		21,486		776,504
				1,528,075
OIL, GAS & CONSUMABLE FUELS–2.5%
Laredo Petroleum, Inc.(b)		17,962		556,463
Matador Resources Co.(b)		19,396		567,915
Oasis Petroleum, Inc.(b)		10,180		568,960
				1,693,338
				3,221,413
MATERIALS–2.0%
CHEMICALS–2.0%
PolyOne Corp.		31,797		1,339,926
CONSUMER STAPLES–1.8%
FOOD & STAPLES RETAILING–1.8%
Chefs’ Warehouse, Inc. (The)(b)		22,303		440,930
Sprouts Farmers Market, Inc.(b)		23,262		761,133
				1,202,063

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
TELECOMMUNICATION SERVICES–0.9%
WIRELESS TELECOMMUNICATION SERVICES–0.9%
RingCentral, Inc.–Class A(b)		40,225	$	608,604
Total Common Stocks (cost $49,488,264)				66,445,759
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.0%
TIME DEPOSIT–2.0%
State Street Time Deposit 0.01%, 7/01/14 (cost $1,392,864)	$	1,393		1,392,864
Total Investments Before Security Lending Collateral for Securities Loaned–100.5% (cost $50,881,128)				67,838,623
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–4.7%
INVESTMENT COMPANIES–4.7%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $3,180,062)		3,180,062	$	3,180,062
TOTAL INVESTMENTS–105.2% (cost $54,061,190)				71,018,685
Other assets less liabilities–(5.2)%				(3,537,418	)
NET ASSETS–100.0%			$	67,481,267

(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:

ADR—American Depositary Receipt

See notes to financial statements.

5

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $50,881,128)	$	67,838,623	(a)
Affiliated issuers (cost $3,180,062—investment of cash collateral for securities loaned)		3,180,062
Cash		5,158
Receivable for investment securities sold		439,064
Receivable for capital stock sold		28,744
Dividends and interest receivable		22,142
Total assets		71,513,793
LIABILITIES
Payable for collateral received on securities loaned		3,163,392
Payable for investment securities purchased		702,275
Advisory fee payable		39,042
Administrative fee payable		29,936
Payable for capital stock redeemed		18,625
Collateral due to Securities Lending Agent		16,670
Distribution fee payable		7,037
Transfer Agent fee payable		302
Accrued expenses		55,247
Total liabilities		4,032,526
NET ASSETS	$	67,481,267
COMPOSITION OF NET ASSETS
Capital stock, at par	$	2,888
Additional paid-in capital		35,992,870
Accumulated net investment loss		(289,632	)
Accumulated net realized gain on investment transactions		14,817,646
Net unrealized appreciation on investments		16,957,495
	$	67,481,267

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	30,937,538		1,294,200	$	23.90
B	$	36,543,729		1,594,020	$	22.93

(a) Includes securities on loan with a value of $3,180,850 (see Note E).

See notes to financial statements.

6

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	115,026
Affiliated issuers		798
Interest		70
Securities lending income		29,841
		145,735
EXPENSES
Advisory fee (see Note B)		255,792
Distribution fee—Class B		45,814
Transfer agency—Class A		1,472
Transfer agency—Class B		1,710
Custodian		53,079
Administrative		28,136
Audit		16,715
Legal		14,419
Printing		14,026
Directors’ fees		2,255
Miscellaneous		1,949
Total expenses		435,367
Net investment loss		(289,632	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		6,599,634
Net change in unrealized appreciation/depreciation of investments		(5,343,144	)
Net gain on investment transactions		1,256,490
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	966,858

See notes to financial statements.

7

SMALL CAP GROWTH PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment loss	$	(289,632	)	$	(683,040	)
Net realized gain on investment transactions		6,599,634			9,317,581
Net change in unrealized appreciation/depreciation of investments		(5,343,144	)		14,956,858
Net increase in net assets from operations		966,858			23,591,399
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net realized gain on investment transactions
Class A		–0	–		(4,909,967	)
Class B		–0	–		(5,425,603	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(5,123,579	)		4,452,720
Total increase (decrease)		(4,156,721	)		17,708,549
NET ASSETS
Beginning of period		71,637,988			53,929,439
End of period (including accumulated net investment loss of ($289,632) and $0, respectively)	$	67,481,267		$	71,637,988

See notes to financial statements.

8

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

Effective February 1, 2013, the Portfolio was closed to new investments except that Contractholders of variable products with investment options that included the Portfolio as of January 31, 2013, may continue to purchase shares of the Portfolio in accordance with the procedures for the purchase of shares in the prospectus of the separate account in which they invest, including through reinvestment of dividends and capital gains distributions.

The Portfolio may (i) make additional exceptions that, in the Adviser’s judgment, do not adversely affect the Adviser’s ability to manage the Portfolio; (ii) reject any investment or refuse any exception, including those detailed above, that the Adviser believes will adversely affect its ability to manage the Portfolio; and (iii) close and/or reopen the Portfolio to new or existing Contractholders at any time.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information

9

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

66,445,759

$

–0

–

$

–0

–

$

66,445,759

Short-Term Investments

–0

–

1,392,864

–0

–

1,392,864

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

3,180,062

–0

–

–0

–

3,180,062

Total Investments in Securities

69,625,821

1,392,864

–0

–

71,018,685

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

69,625,821

$

1,392,864

$

–0

–

$

71,018,685

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

10

AllianceBernstein Variable Products Series Fund

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

11

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .75% of the first $2.5 billion, .65% of the next $2.5 billion and .60% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly.

Pursuant to the investment advisory agreement, the Portfolio may reimburse the Adviser for certain legal and accounting services provided to the Portfolio by the Adviser. For the six months ended June 30, 2014, the reimbursement for such services amounted to $28,136.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $43,474, of which $44 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, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	25,514,420		$	30,922,089
U.S. government securities		–0	–		–0	–

12

AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	17,925,296
Gross unrealized depreciation		(967,801	)
Net unrealized appreciation	$	16,957,495

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, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $3,180,850 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $3,180,062. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $29,841 and $798 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	1,764	$	14,293	$	12,877	$	3,180

13

SMALL CAP GROWTH PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		58,933			175,197		$	1,420,116		$	3,755,689
Shares issued in reinvestment of distributions		–0	–		242,587			–0	–		4,909,967
Shares redeemed		(192,415	)		(439,402	)		(4,453,554	)		(9,575,673	)
Net decrease		(133,482	)		(21,618	)	$	(3,033,438	)	$	(910,017	)
Class B
Shares sold		101,513			425,918		$	2,300,233		$	9,109,480
Shares issued in reinvestment of distributions		–0	–		278,808			–0	–		5,425,603
Shares redeemed		(199,178	)		(453,555	)		(4,390,374	)		(9,172,346	)
Net increase (decrease)		(97,665	)		251,171		$	(2,090,141	)	$	5,362,737

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, 2014.

14

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Net long-term capital gains	$	10,335,570	$	2,189,914
Total taxable distributions paid	$	10,335,570	$	2,189,914

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed net capital gain	$	8,840,040
Unrealized appreciation/(depreciation)		21,678,611	(a)
Total accumulated earnings/(deficit)	$	30,518,651

(a) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

SMALL CAP GROWTH PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$23.47			$18.96			$17.09			$16.36			$11.95			$8.43
Income From Investment Operations
Net investment loss (a)		(.08	)		(.21	)		(.12	)		(.15	)		(.13	)		(.13	)
Net realized and unrealized gain on investment transactions		.51			8.30			2.69			.88			4.54			3.65
Net increase in net asset value from operations		.43			8.09			2.57			.73			4.41			3.52
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(3.58	)		(.70	)		–0	–		–0	–		–0	–
Net asset value, end of period		$23.90			$23.47			$18.96			$17.09			$16.36			$11.95
Total Return
Total investment return based on net asset value (b)		1.83	%*		45.66	%*		15.02	%		4.46	%*		36.90	%*		41.76	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$30,937			$33,510			$27,479			$29,369			$29,018			$22,876
Ratio to average net assets of:
Expenses		1.14	%^		1.17	%		1.18	%		1.18	%		1.37	%+		1.62	%
Net investment loss		(.72	)%^		(.96	)%		(.64	)%		(.85	)%		(1.00	)%+		(1.33	)%
Portfolio turnover rate		38	%		81	%		105	%		92	%		95	%		106	%

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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$22.54			$18.36			$16.61			$15.94			$11.67			$8.26
Income From Investment Operations
Net investment loss (a)		(.11	)		(.25	)		(.16	)		(.19	)		(.16	)		(.15	)
Net realized and unrealized gain on investment transactions		.50			8.01			2.61			.86			4.43			3.56
Net increase in net asset value from operations		.39			7.76			2.45			.67			4.27			3.41
Less: Distributions
Distributions from net realized gain on investment transactions		–0	–		(3.58	)		(.70	)		–0	–		–0	–		–0	–
Net asset value, end of period		$22.93			$22.54			$18.36			$16.61			$15.94			$11.67
Total Return
Total investment return based on net asset value (b)		1.69	%*		45.33	%*		14.73	%		4.20	%*		36.59	%*		41.28	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$36,544			$38,128			$26,450			$29,665			$29,128			$14,796
Ratio to average net assets of:
Expenses		1.39	%^		1.43	%		1.43	%		1.43	%		1.62	%+		1.87	%
Net investment loss		(.96	)%^		(1.21	)%		(.89	)%		(1.11	)%		(1.23	)%+		(1.58	)%
Portfolio turnover rate		38	%		81	%		105	%		92	%		95	%		106	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2014 and years ended December 31, 2013, December 31, 2011, December 31, 2010 and December 31, 2009 by 0.01%, 0.23%, 0.09%, 0.05% and 0.28%, respectively.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

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 5-8, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

18

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 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with the Russell 2000 Growth Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the Index) the period since inception (August 1996 inception). The directors noted that the Portfolio was in the 1st quintile of the Performance Group and the Performance Universe for the 1-, 3-, 5- and 10-year periods. The Portfolio outperformed the Index in all periods. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 9.1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the advisory 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 Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates, and that the institutional fee schedule had breakpoints at lower asset levels. Application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate higher than the rate at the same asset level provided in the Portfolio’s Advisory Agreement (including the impact of the expense reimbursement to the Adviser pursuant to the Advisory Agreement). The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors noted that the Portfolio may invest in shares of exchange-traded funds (“ETFs”). The directors also noted that ETFs pay advisory fees pursuant to their advisory contracts, and that the Adviser had provided, and they had reviewed, information about the expense ratio of the relevant ETFs. The directors concluded, based on the Adviser’s explanation of how it 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.

19

SMALL CAP GROWTH 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 Portfolio’s total expense ratio was higher than the Expense Group and the Expense Universe medians. The directors noted that the Portfolio’s very small asset base of approximately $71 million impacted the Portfolio’s expense ratio. The directors concluded that the Portfolio’s expense ratio was acceptable.

Economies of Scale

The directors noted that the advisory fee schedule for the Portfolio contains breakpoints that reduce the fee rates on assets above specified levels. The directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the AllianceBernstein Funds, and by the Adviser concerning certain of its views on economies of scale. The directors also had requested and received from the Adviser certain updates on economies of scale at the May 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small Cap Growth Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Small Cap Growth Portfolio	Growth	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$70.6

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

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 $57,354 (0.091% 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    1.17% Class B    1.43%		December 31

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In addition to the AllianceBernstein institutional fee schedule, set forth below is what would have been the effective advisory fee of the Portfolio had the AllianceBernstein institutional fee schedule been applicable to the Portfolio versus the Portfolio’s advisory fee based on March 31, 2014 net assets:⁵

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small Cap Growth Portfolio	$70.6	Small Cap Growth Schedule 1.00% on first $50m 0.85% on the next $50m 0.75% on the balance Minimum account size $25m		0.956	%		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 are the fee schedule of Cap Fund, Inc.—Small Cap Growth Portfolio and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	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. 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, 2014 net assets.

Portfolio		Sub-Advised Fund Fee Schedule	Effective Sub-Adv. Fee			Portfolio Adv. Fee
Small Cap Growth Portfolio	Client #18,9	0.60% on first $1 billion 0.55% on next $500 million 0.50% on next $500 million 0.45% on next $500 million 0.40% on the balance		0.600	%		0.750	%
	Client #2	0.55% of average daily net assets		0.550	%		0.750	%
	Client #3	0.65% on 1st $25 million 0.60% on next $75 million 0.55% on the balance		0.618	%		0.750	%
	Client #4	0.45% of average daily net assets		0.450	%		0.750	%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationships. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

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.^11,12

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)13		Lipper EG Median (%)		Lipper EG Rank
Small Cap Growth Portfolio		0.750		0.900		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 EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹⁴

Portfolio	Expense Ratio (%)15		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Small Cap Growth Portfolio		1.175		0.990		13/13		0.956		38/38

Based on this analysis, the Portfolio has a more favorable ranking on contractual management fee basis than they do on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to

10 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

11 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

12 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

13 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services.

14 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

15 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $79,463 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $171,169 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹⁶

The Portfolio effected brokerage transactions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) and/or its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” and paid commissions during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted with the Portfolio is comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

16 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

25

SMALL CAP GROWTH PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^17,18 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁹ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio²⁰ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)²¹ for the periods ended February 28, 2014.²²

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small Cap Growth Portfolio
1 year		47.54		37.40		35.43		2/13		2/43
3 year		20.48		16.07		15.71		2/13		2/40
5 year		33.21		28.14		27.65		1/13		1/37
10 year		11.18		9.83		9.86		1/9		2/30

17 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

18 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

19 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

20 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

21 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

22 The current Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5, 10 year and since inception performance returns of the Portfolio (in bold)²³ versus its benchmark.²⁴ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²⁵

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small Cap Growth Portfolio		47.54		20.48		33.21		11.18		7.49		20.76		0.53		10
Russell 2000 Growth Index		37.06		15.98		28.05		9.19		7.00		19.31		0.50		10
Inception Date: August 5, 1996

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

23 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

24 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2014.

25 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

VPS-SCG-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Small/Mid Cap Value Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

SMALL/MID CAP VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each class’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,084.30	$	4.19		0.81	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,020.78	$	4.06		0.81	%
Class B
Actual	$	1,000	$	1,083.10	$	5.47		1.06	%
Hypothetical (5% annual return before expenses)	$	1,000	$	1,019.54	$	5.31		1.06	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

SMALL/MID CAP VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Office Depot, Inc.	$	10,563,542		1.5	%
Aspen Insurance Holdings Ltd.		10,115,034		1.5
Lam Research Corp.		9,953,182		1.5
Tenneco, Inc.		9,944,352		1.5
Lear Corp.		9,908,268		1.4
Rosetta Resources, Inc.		9,864,224		1.4
Dana Holding Corp.		9,786,803		1.4
Arrow Electronics, Inc.		9,786,420		1.4
Vishay Intertechnology, Inc.		9,730,973		1.4
American Financial Group, Inc./OH		9,571,292		1.4
	$	99,224,090		14.4	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	195,580,432		28.8	%
Information Technology		139,673,157		20.6
Consumer Discretionary		112,465,026		16.6
Industrials		79,012,028		11.7
Utilities		42,012,750		6.2
Materials		35,470,895		5.2
Energy		31,816,413		4.7
Health Care		22,889,261		3.4
Consumer Staples		9,066,238		1.3
Short-Term Investments		9,991,215		1.5
Total Investments	$	677,977,415		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–97.2%
FINANCIALS–28.5%
BANKS–8.8%
Associated Banc-Corp		333,080	$	6,022,086
Comerica, Inc.		179,310		8,994,190
First Niagara Financial Group, Inc.		596,090		5,209,827
Huntington Bancshares, Inc./OH		874,310		8,340,917
PacWest Bancorp		116,838		5,043,896
Popular, Inc.(a)		251,060		8,581,231
Susquehanna Bancshares, Inc.		417,174		4,405,357
Webster Financial Corp.		174,140		5,492,376
Zions Bancorporation		284,400		8,381,268
				60,471,148
CAPITAL MARKETS–0.9%
E*Trade Financial Corp.(a)		296,260		6,298,488
INSURANCE–9.8%
American Financial Group, Inc./OH		160,700		9,571,292
Aspen Insurance Holdings Ltd.		222,700		10,115,034
Assurant, Inc.		94,480		6,193,164
CNO Financial Group, Inc.		415,340		7,393,052
Genworth Financial, Inc.–Class A(a)		533,570		9,284,118
PartnerRe Ltd.		75,760		8,273,749
Unum Group		216,360		7,520,674
Validus Holdings Ltd.		229,212		8,765,067
				67,116,150
REAL ESTATE INVESTMENT TRUSTS (REITs)–8.9%
BioMed Realty Trust, Inc.		236,180		5,155,809
Camden Property Trust		76,390		5,435,149
DDR Corp.		445,880		7,860,864
DiamondRock Hospitality Co.		613,310		7,862,634
LTC Properties, Inc.		203,440		7,942,298
Medical Properties Trust, Inc.		603,010		7,983,852
Mid-America Apartment Communities, Inc.		87,670		6,404,294
Parkway Properties, Inc./MD		359,830		7,430,489
STAG Industrial, Inc.		195,950		4,704,760
				60,780,149
THRIFTS & MORTGAGE FINANCE–0.1%
Essent Group Ltd.(a)		45,520		914,497
				195,580,432
INFORMATION TECHNOLOGY–20.3%
COMMUNICATIONS EQUIPMENT–2.0%
Brocade Communications Systems, Inc.		582,870		5,362,404
Harris Corp.		107,620		8,152,215
				13,514,619
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–9.3%
Anixter International, Inc.		59,760	$	5,980,183
Arrow Electronics, Inc.(a)		162,000		9,786,420
Avnet, Inc.		207,550		9,196,541
CDW Corp./DE		288,810		9,207,263
Insight Enterprises, Inc.(a)		215,334		6,619,367
Jabil Circuit, Inc.		436,850		9,130,165
TTM Technologies, Inc.(a)		551,922		4,525,760
Vishay Intertechnology, Inc.		628,210		9,730,973
				64,176,672
IT SERVICES–3.3%
Amdocs Ltd.		168,860		7,823,284
Booz Allen Hamilton Holding Corp.		189,080		4,016,059
Convergys Corp.		202,870		4,349,533
Genpact Ltd.(a)		372,190		6,524,491
				22,713,367
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–3.4%
Entegris, Inc.(a)		482,130		6,626,877
Lam Research Corp.		147,280		9,953,182
Teradyne, Inc.		364,190		7,138,124
				23,718,183
SOFTWARE–1.4%
Electronic Arts, Inc.(a)		259,810		9,319,385
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–0.9%
NCR Corp.(a)		177,570		6,230,931
				139,673,157
CONSUMER DISCRETIONARY–16.4%
AUTO COMPONENTS–5.7%
Dana Holding Corp.		400,770		9,786,803
Lear Corp.		110,930		9,908,268
Tenneco, Inc.(a)		151,360		9,944,352
TRW Automotive Holdings Corp.(a)		102,820		9,204,446
				38,843,869
AUTOMOBILES–0.8%
Thor Industries, Inc.		96,840		5,507,291
HOTELS, RESTAURANTS & LEISURE–1.8%
Bloomin’ Brands, Inc.(a)		292,289		6,556,043
DineEquity, Inc.		70,678		5,618,194
				12,174,237
HOUSEHOLD DURABLE–3.1%
Helen of Troy Ltd.(a)		102,720		6,227,914
Meritage Homes Corp.(a)		197,400		8,332,254
PulteGroup, Inc.		348,140		7,018,502
				21,578,670

3

SMALL/MID CAP VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
MEDIA–1.3%
Gannett Co., Inc.		274,767	$	8,602,955
SPECIALTY RETAIL–3.7%
Brown Shoe Co., Inc.		29,539		845,111
Children’s Place, Inc. (The)		149,459		7,417,650
GameStop Corp.–Class A		171,280		6,931,701
Office Depot, Inc.(a)		1,856,510		10,563,542
				25,758,004
				112,465,026
INDUSTRIALS–11.5%
AEROSPACE & DEFENSE–0.7%
Spirit Aerosystems Holdings, Inc.–Class A(a)		149,590		5,041,183
CONSTRUCTION & ENGINEERING–3.6%
AECOM Technology Corp.(a)		195,690		6,301,218
Granite Construction, Inc.		126,520		4,552,189
Tutor Perini Corp.(a)		248,358		7,882,883
URS Corp.		127,340		5,838,539
				24,574,829
ELECTRICAL EQUIPMENT–1.0%
General Cable Corp.		253,710		6,510,199
MACHINERY–2.9%
ITT Corp.		139,826		6,725,630
Kennametal, Inc.		132,960		6,153,389
Terex Corp.		178,650		7,342,515
				20,221,534
ROAD & RAIL–2.4%
Con-way, Inc.		156,740		7,901,263
Ryder System, Inc.		99,910		8,801,072
				16,702,335
TRADING COMPANIES & DISTRIBUTORS–0.9%
WESCO International, Inc.(a)		69,020		5,961,948
				79,012,028
UTILITIES–6.1%
ELECTRIC UTILITIES–2.6%
PNM Resources, Inc.		304,510		8,931,278
Westar Energy, Inc.		235,435		8,991,263
				17,922,541
GAS UTILITIES–3.5%
Atmos Energy Corp.		143,510		7,663,434
Southwest Gas Corp.		143,620		7,581,700
UGI Corp.		175,150		8,845,075
				24,090,209
				42,012,750
MATERIALS–5.2%
CHEMICALS–1.4%
A Schulman, Inc.		19,091	$	738,822
Huntsman Corp.		314,850		8,847,285
				9,586,107
CONTAINERS & PACKAGING–2.0%
Avery Dennison Corp.		136,930		7,017,662
Graphic Packaging Holding Co.(a)		586,370		6,860,529
				13,878,191
METALS & MINING–1.8%
Commercial Metals Co.		217,610		3,766,829
Steel Dynamics, Inc.		459,040		8,239,768
				12,006,597
				35,470,895
ENERGY–4.6%
OIL, GAS & CONSUMABLE FUELS–4.6%
Bill Barrett Corp.(a)		333,560		8,932,737
Cimarex Energy Co.		31,540		4,524,728
Rosetta Resources, Inc.(a)		179,840		9,864,224
Stone Energy Corp.(a)		181,550		8,494,724
				31,816,413
HEALTH CARE–3.3%
BIOTECHNOLOGY–0.4%
Theravance, Inc.(a)(b)		98,480		2,932,735
HEALTH CARE PROVIDERS & SERVICES–2.9%
Health Net, Inc./CA(a)		117,710		4,889,673
LifePoint Hospitals, Inc.(a)		127,145		7,895,705
Molina Healthcare, Inc.(a)		160,680		7,171,148
				19,956,526
				22,889,261
CONSUMER STAPLES–1.3%
FOOD PRODUCTS–1.3%
Dean Foods Co.		515,420		9,066,238
Total Common Stocks (cost $514,404,325)				667,986,200
	Principal Amount (000)
SHORT-TERM INVESTMENTS–1.4%
TIME DEPOSIT–1.4%
State Street Time Deposit 0.01%, 7/01/14 (cost $9,991,215)	$	9,991		9,991,215

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
Total Investments Before Security Lending Collateral for Securities Loaned–98.6% (cost $524,395,540)			$	677,977,415
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.5%
INVESTMENT COMPANIES–0.5%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $3,377,580)		3,377,580		3,377,580
TOTAL INVESTMENTS–99.1% (cost $527,773,120)				681,354,995
Other assets less liabilities–0.9%				5,927,767
NET ASSETS–100.0%			$	687,282,762

(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.

5

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $524,395,540)	$	677,977,415	(a)
Affiliated issuers (cost $3,377,580—investment of cash collateral for securities loaned)		3,377,580
Receivable for investment securities sold		12,792,190
Dividends and interest receivable		950,190
Receivable for capital stock sold		127,325
Total assets		695,224,700
LIABILITIES
Payable for investment securities purchased		3,622,926
Payable for collateral received on securities loaned		3,377,580
Advisory fee payable		413,574
Payable for capital stock redeemed		330,042
Distribution fee payable		93,070
Administrative fee payable		29,797
Transfer Agent fee payable		206
Accrued expenses		74,743
Total liabilities		7,941,938
NET ASSETS	$	687,282,762
COMPOSITION OF NET ASSETS
Capital stock, at par	$	27,837
Additional paid-in capital		393,980,235
Undistributed net investment income		6,587,022
Accumulated net realized gain on investment transactions		133,105,793
Net unrealized appreciation on investments		153,581,875
	$	687,282,762

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	216,250,126		8,713,337	$	24.82
B	$	471,032,636		19,123,575	$	24.63

(a) Includes securities on loan with a value of $3,271,035 (see Note E).

See notes to financial statements.

6

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers	$	6,041,664
Affiliated issuers		1,661
Interest		310
Securities lending income		29,794
		6,073,429
EXPENSES
Advisory fee (see Note B)		2,531,860
Distribution fee—Class B		571,735
Transfer agency—Class A		1,329
Transfer agency—Class B		2,791
Custodian		68,248
Printing		52,694
Administrative		27,998
Legal		20,725
Audit		16,799
Directors’ fees		2,242
Miscellaneous		6,802
Total expenses		3,303,223
Net investment income		2,770,206
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		59,849,724
Net change in unrealized appreciation/depreciation of investments		(7,977,655	)
Net gain on investment transactions		51,872,069
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	54,642,275

See notes to financial statements.

7

SMALL/MID CAP VALUE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	2,770,206		$	3,572,380
Net realized gain on investment transactions		59,849,724			76,474,917
Net change in unrealized appreciation/depreciation of investments		(7,977,655	)		108,998,800
Net increase in net assets from operations		54,642,275			189,046,097
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(1,173,072	)
Class B		–0	–		(1,768,157	)
Net realized gain on investment transactions
Class A		–0	–		(10,888,972	)
Class B		–0	–		(24,158,193	)
CAPITAL STOCK TRANSACTIONS
Net increase (decrease)		(57,182,909	)		34,149,805
Total increase (decrease)		(2,540,634	)		185,207,508
NET ASSETS
Beginning of period		689,823,396			504,615,888
End of period (including undistributed net investment income of $6,587,022 and $3,816,816, respectively)	$	687,282,762		$	689,823,396

See notes to financial statements.

8

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

9

SMALL/MID CAP VALUE 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. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

667,986,200

$

–0

–

$

–0

–

$

667,986,200

Short-Term Investments

–0

–

9,991,215

–0

–

9,991,215

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

3,377,580

–0

–

–0

–

3,377,580

Total Investments in Securities

671,363,780

9,991,215

–0

–

681,354,995

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

671,363,780

$

9,991,215

$

–0

–

$

681,354,995

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair

10

AllianceBernstein Variable Products Series Fund

value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

11

SMALL/MID CAP VALUE 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. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2014, 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, 2014, the reimbursement for such services amounted to $27,998.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $462,925, 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, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	150,994,708		$	218,982,694
U.S. government securities		–0	–		–0	–

12

AllianceBernstein Variable Products Series Fund

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:

Gross unrealized appreciation	$	161,802,897
Gross unrealized depreciation		(8,221,022	)
Net unrealized appreciation	$	153,581,875

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, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of

securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $3,271,035 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $3,377,580. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $29,794 and $1,661 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	9,820	$	58,522	$	64,964	$	3,378

13

SMALL/MID CAP VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE F: Capital Stock

Each class consists of 500,000,000 authorized shares. Transactions in capital shares for each class were as follows:

	SHARES						AMOUNT
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		669,955			2,218,096		$	15,415,003		$	45,752,106
Shares issued in reinvestment of dividends and distributions		–0	–		588,680			–0	–		12,062,044
Shares redeemed		(1,444,233	)		(2,193,629	)		(34,527,625	)		(44,891,426	)
Net increase (decrease)		(774,278	)		613,147		$	(19,112,622	)	$	12,922,724
Class B
Shares sold		910,699			4,088,375		$	20,947,342		$	85,041,955
Shares issued in reinvestment of dividends and distributions		–0	–		1,272,146			–0	–		25,926,350
Shares redeemed		(2,570,853	)		(4,364,028	)		(59,017,629	)		(89,741,224	)
Net increase (decrease)		(1,660,154	)		996,493		$	(38,070,287	)	$	21,227,081

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, 2014.

14

AllianceBernstein Variable Products Series Fund

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	15,132,800	$	1,817,886
Net long-term capital gains		22,855,594		15,675,383
Total taxable distributions	$	37,988,394	$	17,493,269

As of June 30, 2014, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	15,162,841
Undistributed net capital gain		64,149,087
Unrealized appreciation/(depreciation)		159,320,488	(a)
Total accumulated earnings/(deficit)	$	238,632,416

(a) The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax deferral of losses on wash sales and return of capital distributions received from underlying securities.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of December 31, 2013, the Portfolio did not have any capital loss carryforwards.

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

SMALL/MID CAP VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$22.89			$17.67			$15.46			$16.95			$13.41			$9.92
Income From Investment Operations
Net investment income (a)		.12			.16			.13			.09			.08			.08
Net realized and unrealized gain (loss) on investment transactions		1.81			6.41			2.72			(1.50	)		3.52			4.01
Net increase (decrease) in net asset value from operations		1.93			6.57			2.85			(1.41	)		3.60			4.09
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.13	)		(.10	)		(.08	)		(.06	)		(.12	)
Distributions from net realized gain on investment transactions		–0	–		(1.22	)		(.54	)		–0	–		–0	–		(.48	)
Total dividends and distributions		–0	–		(1.35	)		(.64	)		(.08	)		(.06	)	��	(.60	)
Net asset value, end of period		$24.82			$22.89			$17.67			$15.46			$16.95			$13.41
Total Return
Total investment return based on net asset value (b)		8.43	%		38.06	%*		18.75	%		(8.39	)%		26.91	%		42.86	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$216,250			$217,146			$156,832			$151,754			$174,068			$134,291
Ratio to average net assets of:
Expenses		.81	%^		.81	%		.82	%		.83	%		.84	%+		.87	%
Net investment income		1.00	%^		.77	%		.75	%		.56	%		.56	%+		.70	%
Portfolio turnover rate		22	%		56	%		50	%		70	%		54	%		58	%

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,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$22.74			$17.58			$15.38			$16.87			$13.36			$9.87
Income From Investment Operations
Net investment income (a)		.08			.11			.08			.05			.05			.05
Net realized and unrealized gain (loss) on investment transactions		1.81			6.36			2.71			(1.50	)		3.50			4.01
Net increase (decrease) in net asset value from operations		1.89			6.47			2.79			(1.45	)		3.55			4.06
Less: Dividends and Distributions
Dividends from net investment income		–0	–		(.09	)		(.05	)		(.04	)		(.04	)		(.09	)
Distributions from net realized gain on investment transactions		–0	–		(1.22	)		(.54	)		–0	–		–0	–		(.48	)
Total dividends and distributions		–0	–		(1.31	)		(.59	)		(.04	)		(.04	)		(.57	)
Net asset value, end of period		$24.63			$22.74			$17.58			$15.38			$16.87			$13.36
Total Return
Total investment return based on net asset value (b)		8.31	%		37.63	%*		18.47	%		(8.62	)%		26.59	%		42.66	%
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$471,033			$472,677			$347,784			$324,145			$378,436			$264,635
Ratio to average net assets of:
Expenses		1.06	%^		1.06	%		1.07	%		1.08	%		1.09	%+		1.12	%
Net investment income		.74	%^		.51	%		.51	%		.31	%		.31	%+		.42	%
Portfolio turnover rate		22	%		56	%		50	%		70	%		54	%		58	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from the class action settlements, which enhanced the Portfolio’s performance for the year ended December 31, 2013 by 0.01%.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

See notes to financial statements.

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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 5-8, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also 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 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

18

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 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with the Russell 2500 Value Index and the Russell 2500 Index, in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the indices) the period since inception (May 2001 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and the Performance Universe for the 1-year period, in the 3rd quintile of the Performance Group and the Performance Universe for the 3-year period, in the 1st quintile of the Performance Group and 2nd quintile of the Performance Universe for the 5-year period, and in the 4th quintile of the Performance Group and 3rd quintile of the Performance Universe for the 10-year period. The Portfolio outperformed the Russell 2500 Value Index in all periods except in the 3-year period. It outperformed the Russell 2500 Index in all periods except in the 1- and 3-year periods. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 75 basis points, plus the 1 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The application of the institutional fee schedule to the level of assets of the Portfolio would result in a fee rate lower than the rate being paid by the Portfolio. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

19

SMALL/MID CAP VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	AllianceBernstein Variable Products Series Fund

The directors also considered the total expense ratio of the Class A shares of the Portfolio in comparison to the fees and expenses of funds within two comparison groups created by Lipper: an Expense Group and an Expense Universe. Lipper described an Expense Group as a representative sample of funds similar to the Portfolio and an Expense Universe as a broader group, consisting of all funds in the investment classification/objective with a similar load type as the Portfolio. The 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 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 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Small/Mid Cap Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 3/31/14 ($MIL)
Small/Mid Cap Value Portfolio	Specialty	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance	$691.8

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

21

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,161 (0.009% of the Portfolio’s average daily net assets) for such services.

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
Small/Mid Cap Value Portfolio	Class A    1.20%	0.81%	December 31
	Class B    1.45%	1.06%

I. ADVISORY FEES CHARGED TO INSTITUTIONAL AND OTHER CLIENTS

The advisory fees charged to investment companies which the Adviser manages and sponsors are normally higher than those charged to similar sized institutional accounts, including pension plans and sub-advised investment companies. The fee differential reflects, among other things, different services provided to such clients, and different liabilities assumed. Services provided by the Adviser to the Portfolio that are not provided to non-investment company clients and sub-advised investment companies include providing office space and personnel to serve as Fund Officers, who among other responsibilities make the certifications required under the Sarbanes–Oxley Act of 2002, and coordinating with and monitoring the Portfolio’s third party service providers such as Fund counsel, auditors, custodians, transfer agents and pricing services. The accounting, administrative, legal and compliance requirements for the Portfolio are more costly than those for institutional assets due to the greater complexities and time required for investment companies, although as previously noted, the Adviser is reimbursed for providing such services. Also, retail mutual funds managed by the Adviser are widely held. Servicing the Portfolio’s investors is more time consuming and labor intensive compared to institutional clients since the Adviser needs to communicate with a more extensive network of financial intermediaries and shareholders. The Adviser also believes that it incurs substantial entrepreneurial risk when offering a new mutual fund, since establishing a new mutual fund requires a large upfront investment, and it may take a long time for the fund to achieve profitability since the fund must be priced to scale from inception in order to be competitive and assets are acquired one account at a time. In addition, managing the cash flow of an investment company may be more difficult than managing that of a stable pool of assets, such as an institutional account with little cash movement in either direction, particularly, if a fund is in net redemption and the Adviser is frequently forced to sell securities to raise cash for redemptions. However, managing a fund with positive cash flow may be easier at times than managing a stable pool of assets. In recent years, investment advisers have been sued by institutional clients and have suffered reputational damage both by the attendant publicity and outcomes other than complete victories. Accordingly, the legal and reputational risks associated with institutional accounts are greater than previously thought, although still not equal to those related to the mutual fund industry.

Notwithstanding the Adviser’s view that managing an investment company is not comparable to managing other institutional accounts because the services provided are different, the Supreme Court has indicated consideration should be given to the advisory fees charged to institutional accounts that have a substantially similar investment style as the Portfolio.⁴ In 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, 2014 net assets:⁵

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

22

AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 3/31/14 ($MIL)		AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	$	691.8	Small & Mid Cap Value Schedule 0.95% on first $25m 0.75% on the next $25m 0.65% on the next $50m 0.55% on the balance Minimum account size $25m		0.579	%		0.750	%

The Adviser also manages AllianceBernstein Trust, Inc.—Discovery Value Fund (“Discovery Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Discovery Value Fund, and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee		Portfolio Advisory Fee
Small/Mid Cap Value Portfolio	Discovery Value Fund	0.75% on first $2.5 billion 0.65% on next $2.5 billion 0.60% on the balance		0.750%		0.750%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fee and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2014 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		0.468%		0.750%
	Client #2	0.95% on the first $10 million 0.75% on the next $40 million 0.65% on the next $50 million 0.55% on the balance		0.575%		0.750%
	Client #3	0.61% on the first $150 million 0.50% on the balance		0.524%		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.

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

23

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper, Lipper, Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁷ Lipper’s analysis included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^8,9

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)10		Lipper EG Median (%)		Lipper EG Rank
Small/Mid Cap Value Portfolio		0.750		0.801		4/10

Lipper also analyzed the Portfolio’s most recently completed fiscal year total expense ratio in comparison to the Portfolio’s EG and Lipper Expense Universe (“EU”). The EU is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.¹¹

Portfolio	Expense Ratio (%)12		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Small/Mid Cap Value Portfolio		0.814		0.870		3/10		0.880		5/15

Based on this analysis, the Portfolio has a more favorable ranking on a total expense ratio basis than on a contractual management fee basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

7 The Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since “these comparisons are problematic because these fees, like those challenged, may not be the product of negotiations conducted at arm’s length.” Jones v. Harris at 1429.

8 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

9 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

10 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

11 Except for asset size comparability, Lipper uses the same criteria for selecting an EG peer when selecting an EU peer. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund

12 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $1,036,624 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $2,374,250 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). During the most recently completed fiscal year, ABIS received a fee of $1,385 from the Portfolio.¹³

The Portfolio did not effect brokerage transactions and pay commissions through the Adviser’s affiliate, Sanford C. Bernstein & Co., LLC (“SCB & Co.”) nor its U.K. affiliate, Sanford C. Bernstein Limited (“SCB Ltd.”), collectively “SCB,” during the Portfolio’s most recently completed fiscal year. The Adviser represented that SCB’s profitability from business conducted in the future with the Portfolio would be comparable to the profitability of SCB’s dealings with other similar third party clients. In the ordinary course of business, SCB receives and pays liquidity rebates from electronic communications networks (“ECNs”) derived from trading for its clients. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 through 2011 and the potential economies of scale. The independent consultant noted that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser

13 The Fund, which includes the Portfolio and other Portfolios of the Fund paid ABIS a flat fee of $18,000 in 2013.

25

SMALL/MID CAP VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^14,15 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors.¹⁶ The independent consultant then discussed the results of the regression model that was utilized to study the effects of various factors on advisory fees. The regression model output indicated that the bulk of the variation in fees predicted were explained by various factors, but substantially by fund AUM, family AUM, index fund indicator and investment style. The independent consultant also compared the advisory fees of the AllianceBernstein Mutual Funds to similar funds managed by 19 other large asset managers, regardless of the fund size and each Adviser’s proportion of mutual fund assets to non-mutual fund assets.

VI. NATURE AND QUALITY OF THE ADVISER’S SERVICES, INCLUDING THE PERFORMANCE OF THE PORTFOLIO

With assets under management of approximately $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁷ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁸ for the periods ended February 28, 2014.¹⁹

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Small/Mid Cap Value Portfolio
1 year		27.86		26.99		26.99		4/10		8/22
3 year		12.83		13.31		13.27		6/10		12/21
5 year		28.43		25.95		27.30		2/10		6/20
10 year		9.62		9.75		9.69		5/7		7/12

14 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

15 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones V. Harris at 1429.

16 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

17 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

18 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

19 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)²⁰ versus its benchmarks.²¹ Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown.²²

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Small/Mid Cap Value Portfolio		27.86		12.83		28.43		9.62		11.19		20.09		0.48		10
Russell 2500 Value Index		25.52		13.98		26.57		8.95		10.02		18.46		0.47		10
Russell 2500 Index		29.97		14.94		27.63		9.53		9.33		N/A		N/A		N/A
Inception Date: May 2, 2001

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

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 22, 2014.

22 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

VPS-SMCV-0152-0614

AllianceBernstein

Variable Products Series Fund, Inc.

AllianceBernstein Value Portfolio

June 30, 2014

Semi-Annual Report

SEMI-ANNUAL REPORT

Investment Products Offered

Ø Are Not FDIC Insured

Ø May Lose Value

Ø Are Not Bank Guaranteed

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AllianceBernstein family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the manager of the funds.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernstein’s website at www.alliancebernstein.com or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AllianceBernstein at (800) 227-4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC-0330.

AllianceBernstein^® and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P.

VALUE PORTFOLIO
EXPENSE EXAMPLE (unaudited)	AllianceBernstein Variable Products Series Fund

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, contingent deferred sales charges on redemptions and (2) ongoing costs, including management fees; distribution (12b-1) fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. The estimate of expenses does not include fees or other expenses of any variable insurance product. If such expenses were included, the estimate of expenses you paid during the period would be higher and your ending account value would be lower.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the second line of each classes’ table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2014		Ending Account Value June 30, 2014		Expenses Paid During Period*		Annualized Expense Ratio*
Class A
Actual	$	1,000	$	1,071.70	$	3.96		0.77	%
Hypothetical (5% annual return before expenses)*	$	1,000	$	1,020.98	$	3.86		0.77	%
Class B
Actual	$	1,000	$	1,070.20	$	5.24		1.02	%
Hypothetical (5% annual return before expenses)*	$	1,000	$	1,019.74	$	5.11		1.02	%

* Expenses are equal to each classes’ annualized expense ratios, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

1

VALUE PORTFOLIO
TEN LARGEST HOLDINGS*
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

COMPANY	U.S. $ VALUE		PERCENT OF NET ASSETS
Pfizer, Inc.	$	4,781,448		3.8	%
Exxon Mobil Corp.		4,480,260		3.5
Johnson & Johnson		3,609,390		2.8
Bank of America Corp.		3,575,062		2.8
Wells Fargo & Co.		3,221,928		2.5
Hewlett-Packard Co.		3,112,032		2.4
Hess Corp.		2,867,810		2.3
Citigroup, Inc.		2,811,870		2.2
AT&T, Inc.		2,489,344		2.0
Occidental Petroleum Corp.		2,483,646		2.0
	$	33,432,790		26.3	%

SECTOR BREAKDOWN^**

June 30, 2014 (unaudited)

SECTOR	U.S. $ VALUE		PERCENT OF TOTAL INVESTMENTS
Financials	$	34,999,892		28.1	%
Consumer Discretionary		16,670,001		13.4
Energy		16,567,525		13.3
Health Care		16,328,020		13.1
Information Technology		14,580,197		11.7
Utilities		6,770,930		5.5
Industrials		6,746,586		5.4
Telecommunication Services		3,474,349		2.8
Consumer Staples		3,115,997		2.5
Materials		2,656,514		2.1
Short-Term Investments		2,536,262		2.1
Total Investments	$	124,446,273		100.0	%

* Long-term investments.

** The Portfolio’s sector breakdown is expressed as a percentage of total investments (excluding security lending collateral) and may vary over time.

Please note: The sector classifications presented herein are based on the Global Industry Classification Standard (GICS) which was developed by Morgan Stanley Capital International and Standard & Poor’s. The components are divided into sector, industry group, and industry sub-indices as classified by the GICS for each of the market capitalization indices in the broad market. These sector classifications are broadly defined. The “Portfolio of Investments” section of the report reflects more specific industry information and is consistent with the investment restrictions discussed in the Portfolio’s prospectus.

2

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
COMMON STOCKS–95.8%
FINANCIALS–27.5%
BANKS–10.5%
Bank of America Corp.		232,600	$	3,575,062
Citigroup, Inc.		59,700		2,811,870
Comerica, Inc.		16,000		802,560
Fifth Third Bancorp		19,800		422,730
JPMorgan Chase & Co.		37,200		2,143,464
Regions Financial Corp.		36,700		389,754
Wells Fargo & Co.		61,300		3,221,928
				13,367,368
CAPITAL MARKETS–0.5%
Goldman Sachs Group, Inc. (The)		1,000		167,440
State Street Corp.		7,300		490,998
				658,438
CONSUMER FINANCE–3.7%
Capital One Financial Corp.		25,700		2,122,820
Discover Financial Services		27,300		1,692,054
SLM Corp.		111,200		924,072
				4,738,946
DIVERSIFIED FINANCIAL SERVICES–1.6%
Berkshire Hathaway, Inc.– Class B(a)		8,100		1,025,136
Voya Financial, Inc.		28,800		1,046,592
				2,071,728
INSURANCE–11.2%
Allstate Corp. (The)		18,100		1,062,832
American Financial Group, Inc./OH		21,900		1,304,364
American International Group, Inc.		44,200		2,412,436
Aon PLC		16,000		1,441,440
Assurant, Inc.		15,300		1,002,915
Chubb Corp. (The)		13,800		1,271,946
Genworth Financial, Inc.– Class A(a)		60,700		1,056,180
Lincoln National Corp.		43,600		2,242,784
PartnerRe Ltd.		13,900		1,518,019
Travelers Cos., Inc. (The)		7,600		714,932
Unum Group		3,900		135,564
				14,163,412
				34,999,892
CONSUMER DISCRETIONARY–13.1%
AUTO COMPONENTS–3.5%
Dana Holding Corp.		40,700		993,894
Lear Corp.		7,300		652,036
Magna International, Inc. (New York)–Class A		15,700		1,691,675
TRW Automotive Holdings Corp.(a)		12,500		1,119,000
				4,456,605
AUTOMOBILES–1.5%
Ford Motor Co.		107,200	$	1,848,128
HOUSEHOLD DURABLES–0.7%
PulteGroup, Inc.		46,200		931,392
MEDIA–2.3%
Gannett Co., Inc.		9,200		288,052
Liberty Global PLC–Series C(a)		31,700		1,341,227
Time Warner, Inc.		2,200		154,550
Twenty-First Century Fox, Inc–Class A		33,700		1,184,555
				2,968,384
MULTILINE RETAIL–1.1%
Macy’s, Inc.		23,800		1,380,876
SPECIALTY RETAIL–4.0%
Foot Locker, Inc.		20,600		1,044,832
GameStop Corp.–Class A		33,500		1,355,745
Gap, Inc. (The)		8,500		353,345
Office Depot, Inc.(a)		190,100		1,081,669
TJX Cos., Inc. (The)		23,500		1,249,025
				5,084,616
				16,670,001
ENERGY–13.0%
ENERGY EQUIPMENT & SERVICES–1.8%
Halliburton Co.		22,400		1,590,624
Nabors Industries Ltd.		25,100		737,187
				2,327,811
OIL, GAS & CONSUMABLE FUELS–11.2%
Chesapeake Energy Corp.		8,500		264,180
Chevron Corp.		15,700		2,049,635
Exxon Mobil Corp.		44,500		4,480,260
Hess Corp.		29,000		2,867,810
Occidental Petroleum Corp.		24,200		2,483,646
Phillips 66		1,495		120,243
Valero Energy Corp.		39,400		1,973,940
				14,239,714
				16,567,525
HEALTH CARE–12.8%
BIOTECHNOLOGY–0.2%
Theravance, Inc.(a)(b)		8,400		250,152
HEALTH CARE EQUIPMENT & SUPPLIES–1.9%
Medtronic, Inc.		37,100		2,365,496
HEALTH CARE PROVIDERS & SERVICES–2.1%
Aetna, Inc.		19,000		1,540,520
UnitedHealth Group, Inc.		8,500		694,875
WellPoint, Inc.		4,400		473,484
				2,708,879

3

VALUE PORTFOLIO
PORTFOLIOOF INVESTMENTS
(continued)	AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
PHARMACEUTICALS–8.6%
GlaxoSmithKline PLC (Sponsored ADR)		23,000	$	1,230,040
Johnson & Johnson		34,500		3,609,390
Merck & Co., Inc.		23,900		1,382,615
Pfizer, Inc.		161,100		4,781,448
				11,003,493
				16,328,020
INFORMATION TECHNOLOGY–11.5%
COMMUNICATIONS EQUIPMENT–2.3%
Brocade Communications Systems, Inc.		109,800		1,010,160
Cisco Systems, Inc.		22,000		546,700
Harris Corp.		18,300		1,386,225
				2,943,085
ELECTRONIC EQUIPMENT, INSTRUMENTS & COMPONENTS–0.7%
Arrow Electronics, Inc.(a)		14,900		900,109
IT SERVICES–2.0%
Booz Allen Hamilton Holding Corp.		14,300		303,732
Western Union Co. (The)–Class W		38,200		662,388
Xerox Corp.		131,200		1,632,128
				2,598,248
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT–2.2%
Applied Materials, Inc.		47,300		1,066,615
Intel Corp.		25,500		787,950
Micron Technology, Inc.(a)		28,600		942,370
				2,796,935
SOFTWARE–1.8%
Electronic Arts, Inc.(a)		42,400		1,520,888
Microsoft Corp.		17,000		708,900
				2,229,788
TECHNOLOGY HARDWARE, STORAGE & PERIPHERALS–2.5%
Hewlett-Packard Co.		92,400		3,112,032
				14,580,197
UTILITIES–5.3%
ELECTRIC UTILITIES–1.6%
Edison International		35,600		2,068,716
GAS UTILITIES–2.2%
Atmos Energy Corp.		32,000		1,708,800
UGI Corp.		21,100		1,065,550
				2,774,350
INDEPENDENT POWER PRODUCERS & ENERGY TRADERS–0.9%
Calpine Corp.(a)		46,000	$	1,095,260
MULTI-UTILITIES–0.6%
CenterPoint Energy, Inc.		32,600		832,604
				6,770,930
INDUSTRIALS–5.3%
AEROSPACE & DEFENSE–0.6%
Northrop Grumman Corp.		6,700		801,521
AIRLINES–0.6%
Delta Air Lines, Inc.		19,900		770,528
CONSTRUCTION & ENGINEERING–0.3%
URS Corp.		7,800		357,630
INDUSTRIAL CONGLOMERATES–1.4%
General Electric Co.		66,400		1,744,992
MACHINERY–2.4%
Caterpillar, Inc.		10,000		1,086,700
Dover Corp.		11,500		1,045,925
ITT Corp.		14,300		687,830
Parker Hannifin Corp.		2,000		251,460
				3,071,915
				6,746,586
TELECOMMUNICATION SERVICES–2.7%
DIVERSIFIED TELECOMMUNICATION SERVICES–1.9%
AT&T, Inc.		70,400		2,489,344
WIRELESS TELECOMMUNICATION SERVICES–0.8%
Vodafone Group PLC (Sponsored ADR)		29,500		985,005
				3,474,349
CONSUMER STAPLES–2.5%
FOOD & STAPLES RETAILING–1.9%
CVS Caremark Corp.		15,100		1,138,087
Kroger Co. (The)		26,500		1,309,895
				2,447,982
HOUSEHOLD PRODUCTS–0.6%
Procter & Gamble Co. (The)		8,500		668,015
				3,115,997
MATERIALS–2.1%
CHEMICALS–2.1%
CF Industries Holdings, Inc.		725		174,384
Eastman Chemical Co.		11,200		978,320

4

AllianceBernstein Variable Products Series Fund

Company	Shares		U.S. $ Value
LyondellBasell Industries NV–Class A		15,400	$	1,503,810
				2,656,514
Total Common Stocks (cost $89,393,798)				121,910,011
	Principal Amount (000)
SHORT-TERM INVESTMENTS–2.0%
TIME DEPOSIT–2.0%
State Street Time Deposit 0.01%, 7/01/14 (cost $2,536,262)	$	2,536		2,536,262
Total Investments Before Security Lending Collateral for Securities Loaned–97.8% (cost $91,930,060)				124,446,273
INVESTMENTS OF CASH COLLATERAL FOR SECURITIES LOANED–0.2%
INVESTMENT COMPANIES–0.2%
AllianceBernstein Exchange Reserves–Class I, 0.07%(c) (cost $258,300)		258,300	$	258,300
TOTAL INVESTMENTS–98.0% (cost $92,188,360)				124,704,573
Other assets less liabilities–2.0%				2,490,819
NET ASSETS–100.0%			$	127,195,392

(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
STATEMENT OF ASSETS & LIABILITIES
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

ASSETS
Investments in securities, at value
Unaffiliated issuers (cost $91,930,060)	$	124,446,273	(a)
Affiliated issuers (cost $258,300—investment of cash collateral for securities loaned)		258,300
Receivable for investment securities sold		4,249,549
Dividends and interest receivable		182,973
Receivable for capital stock sold		11,020
Total assets		129,148,115
LIABILITIES
Payable for investment securities purchased		1,416,270
Payable for collateral received on securities loaned		258,300
Payable for capital stock redeemed		110,369
Advisory fee payable		55,856
Administrative fee payable		29,936
Distribution fee payable		24,928
Transfer Agent fee payable		211
Accrued expenses		56,853
Total liabilities		1,952,723
NET ASSETS	$	127,195,392
COMPOSITION OF NET ASSETS
Capital stock, at par	$	8,426
Additional paid-in capital		125,220,745
Undistributed net investment income		3,210,076
Accumulated net realized loss on investment and foreign currency transactions		(33,760,068	)
Net unrealized appreciation on investments		32,516,213
	$	127,195,392

Net Asset Value Per Share—1 billion shares of capital stock authorized, $.001 par value

Class	Net Assets		Shares Outstanding		Net Asset Value
A	$	2,326,196		152,599	$	15.24
B	$	124,869,196		8,273,376	$	15.09

(a) Includes securities on loan with a value of $250,152 (see Note E).

See notes to financial statements.

6

VALUE PORTFOLIO
STATEMENTOF OPERATIONS
Six Months Ended June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

INVESTMENT INCOME
Dividends
Unaffiliated issuers (net of foreign taxes withheld of $6,958)	$	1,913,146
Affiliated issuers		56
Interest		74
Securities lending income		1,913
		1,915,189
EXPENSES
Advisory fee (see Note B)		347,446
Distribution fee—Class B		155,173
Transfer agency—Class A		52
Transfer agency—Class B		2,948
Custodian		40,015
Printing		29,518
Administrative		28,136
Audit		16,744
Legal		15,923
Directors’ fees		2,255
Miscellaneous		3,071
Total expenses		641,281
Net investment income		1,273,908
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT TRANSACTIONS
Net realized gain on investment transactions		10,825,507
Net change in unrealized appreciation/depreciation of investments		(3,539,256	)
Net gain on investment transactions		7,286,251
NET INCREASE IN NET ASSETS FROM OPERATIONS	$	8,560,159

See notes to financial statements.

7

VALUE PORTFOLIO
STATEMENTOF CHANGESIN NET ASSETS	AllianceBernstein Variable Products Series Fund

	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS
Net investment income	$	1,273,908		$	1,944,369
Net realized gain on investment and foreign currency transactions		10,825,507			26,346,896
Net change in unrealized appreciation/depreciation of investments		(3,539,256	)		19,276,766
Net increase in net assets from operations		8,560,159			47,568,031
DIVIDENDS TO SHAREHOLDERS FROM
Net investment income
Class A		–0	–		(44,293	)
Class B		–0	–		(2,863,346	)
CAPITAL STOCK TRANSACTIONS
Net decrease		(15,841,127	)		(69,636,711	)
Total decrease		(7,280,968	)		(24,976,319	)
NET ASSETS
Beginning of period		134,476,360			159,452,679
End of period (including undistributed net investment income of $3,210,076 and $1,936,168, respectively)	$	127,195,392		$	134,476,360

See notes to financial statements.

8

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2014 (unaudited)	AllianceBernstein Variable Products Series Fund

NOTE A: Significant Accounting Policies

The AllianceBernstein Value Portfolio (the “Portfolio”) is a series of AllianceBernstein Variable Products Series Fund, Inc. (the “Fund”). The Portfolio’s investment objective is long-term growth of capital. The Portfolio is diversified as defined under the Investment Company Act of 1940. The Fund was incorporated in the State of Maryland on November 17, 1987, as an open-end series investment company. The Fund offers thirteen separately managed pools of assets which have differing investment objectives and policies. The Portfolio offers Class A and Class B shares. Both classes of shares have identical voting, dividend, liquidating and other rights, except that Class B shares bear a distribution expense and have exclusive voting rights with respect to the Class B distribution plan.

The Portfolio offers and sells its shares only to separate accounts of certain life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies. Sales are made without a sales charge at the Portfolio’s net asset value per share.

The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Portfolio.

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Fund’s Board of Directors (the “Board”).

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, AllianceBernstein L.P. (the “Adviser”) will have discretion to determine the best valuation (e.g. last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. government securities and other debt instruments having 60 days or less remaining until maturity are valued at amortized cost if their original maturity was 60 days or less. If the original term to maturity exceeded 60 days, the securities are valued by a pricing service, if a market price is available. If a market price is not available, the securities are valued by using amortized cost as of the 61st day prior to maturity. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Investment companies are valued at their net asset value each day.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Portfolio may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Portfolio values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Portfolio would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement

9

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Portfolio. Unobservable inputs reflect the Portfolio’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

• Level 1—quoted prices in active markets for identical investments

• Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

• Level 3—significant unobservable inputs (including the Portfolio’s own assumptions in determining the fair value of investments)

Where readily available market prices or relevant bid prices are not available for certain equity investments, such investments may be valued based on similar publicly traded investments, movements in relevant indices since last available prices or based upon underlying company fundamentals and comparable company data (such as multiples to earnings or other multiples to equity). Where an investment is valued using an observable input, such as another publicly traded security, the investment will be classified as Level 2. If management determines that an adjustment is appropriate based on restrictions on resale, illiquidity or uncertainty, and such adjustment is a significant component of the valuation, the investment will be classified as Level 3. An investment will also be classified as Level 3 where management uses company fundamentals and other significant inputs to determine the valuation.

The following table summarizes the valuation of the Portfolio’s investments by the above fair value hierarchy levels as of June 30, 2014:

Level 1

Level 2

Level 3

Total

Investments in Securities:

Assets:

Common Stocks*

$

121,910,011

$

–0

–

$

–0

–

$

121,910,011

Short-Term Investments

–0

–

2,536,262

–0

–

2,536,262

Investments of Cash Collateral for Securities Loaned in Affiliated Money Market Fund

258,300

–0

–

–0

–

258,300

Total Investments in Securities

122,168,311

2,536,262

–0

–

124,704,573

Other Financial Instruments**

–0

–

–0

–

–0

–

–0

–

Total^

$

122,168,311

$

2,536,262

$

–0

–

$

124,704,573

* See Portfolio of Investments for sector classifications.

** Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation/depreciation on the instrument.

^ There were no transfers between any levels during the reporting period.

The Portfolio recognizes all transfers between levels of the fair value hierarchy assuming the financial instruments were transferred at the beginning of the reporting period.

The Adviser has established a Valuation Committee (the “Committee”) which is responsible for overseeing the pricing and valuation of all securities held in the Portfolio. The Committee operates under pricing and valuation policies and procedures established by the Adviser and approved by the Board, including pricing policies which set forth the mechanisms and processes to be employed on a daily basis to implement these policies and procedures. In particular, the pricing policies describe how to determine market quotations for securities and other instruments. The Committee’s responsibilities include: 1) fair value and liquidity determinations (and oversight of any third parties to whom any responsibility for fair value and liquidity determinations is delegated), and 2) regular monitoring of the Adviser’s pricing and valuation policies and procedures and modification or enhancement of these policies and procedures (or recommendation of the modification of these policies and procedures) as the Committee believes appropriate.

10

AllianceBernstein Variable Products Series Fund

The Committee is also responsible for monitoring the implementation of the pricing policies by the Adviser’s Pricing Group (the “Pricing Group”) and a third party which performs certain pricing functions in accordance with the pricing policies. The Pricing Group is responsible for the oversight of the third party on a day-to-day basis. The Committee and the Pricing Group perform a series of activities to provide reasonable assurance of the accuracy of prices including: 1) periodic vendor due diligence meetings, review of methodologies, new developments and processes at vendors, 2) daily comparison of security valuation versus prior day for all securities that exceeded established thresholds, and 3) daily review of unpriced, stale, and variance reports with exceptions reviewed by senior management and the Committee.

In addition, several processes outside of the pricing process are used to monitor valuation issues including: 1) performance and performance attribution reports are monitored for anomalous impacts based upon benchmark performance, and 2) portfolio managers review all portfolios for performance and analytics (which are generated using the Adviser’s prices).

3. Currency Translation

Assets and liabilities denominated in foreign currencies and commitments under forward currency exchange contracts are translated into U.S. dollars at the mean of the quoted bid and ask prices of such currencies against the U.S. dollar. Purchases and sales of portfolio securities are translated into U.S. dollars at the rates of exchange prevailing when such securities were acquired or sold. Income and expenses are translated into U.S. dollars at rates of exchange prevailing when accrued.

Net realized gain or loss on foreign currency transactions represents foreign exchange gains and losses from sales and maturities of foreign fixed income investments, foreign currency exchange contracts, holding of foreign currencies, currency gains or losses realized between the trade and settlement dates on foreign investment transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains and losses from valuing foreign currency denominated assets and liabilities at period end exchange rates are reflected as a component of net unrealized appreciation or depreciation of foreign currency denominated assets and liabilities.

4. Taxes

It is the Portfolio’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required. The Portfolio may be subject to taxes imposed by countries in which it invests. Such taxes are generally based on income and/or capital gains earned or repatriated. Taxes are accrued and applied to net investment income, net realized gains and net unrealized appreciation/depreciation as such income and/or gains are earned.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Portfolio’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Portfolio’s financial statements.

5. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Portfolio is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Portfolio amortizes premiums and accretes discounts as adjustments to interest income.

6. Class Allocations

All income earned and expenses incurred by the Portfolio are borne on a pro-rata basis by each outstanding class of shares, based on the proportionate interest in the Portfolio represented by the net assets of such class, except for class specific expenses which are allocated to the respective class. Expenses of the Fund are charged proportionately to each Portfolio or based on other appropriate methods. Realized and unrealized gains and losses are allocated among the various share classes based on respective net assets.

7. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

11

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

NOTE B: Advisory Fee and Other Transactions with Affiliates

Under the terms of the investment advisory agreement, the Portfolio pays the Adviser an advisory fee at an annual rate of .55% of the first $2.5 billion, .45% of the next $2.5 billion and .40% in excess of $5 billion, of the Portfolio’s average daily net assets. The fee is accrued daily and paid monthly. The Adviser has agreed to waive its fees and bear certain expenses to the extent necessary to limit total operating expenses on an annual basis to 1.20% and 1.45% of daily average net assets for Class A and Class B shares, respectively. For the six months ended June 30, 2014, 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, 2014, the reimbursement for such services amounted to $28,136.

Brokerage commissions paid on investment transactions for the six months ended June 30, 2014 amounted to $55,389, 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, 2014.

NOTE C: Distribution Plan

The Portfolio has adopted a Distribution Plan (the “Plan”) for Class B shares pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the Plan, the Portfolio pays distribution and servicing fees to AllianceBernstein Investments, Inc. (the “Distributor”), a wholly-owned subsidiary of the Adviser, at an annual rate of up to .50% of the Portfolio’s average daily net assets attributable to Class B shares. The fees are accrued daily and paid monthly. The Board currently limits payments under the Plan to .25% of the Portfolio’s average daily net assets attributable to Class B shares. The Plan provides that the Distributor will use such payments in their entirety for distribution assistance and promotional activities.

The Portfolio is not obligated under the Plan to pay any distribution and servicing fees in excess of the amounts set forth above. The purpose of the payments to the Distributor under the Plan is to compensate the Distributor for its distribution services with respect to the sale of the Portfolio’s Class B shares. Since the Distributor’s compensation is not directly tied to its expenses, the amount of compensation received by it under the Plan during any year may be more or less than its actual expenses. For this reason, the Plan is characterized by the staff of the Securities and Exchange Commission as being of the “compensation” variety.

In the event that the Plan is terminated or not continued, no distribution or servicing fees (other than current amounts accrued but not yet paid) would be owed by the Portfolio to the Distributor.

The Plan also provides that the Adviser may use its own resources to finance the distribution of the Portfolio’s shares.

NOTE D: Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended June 30, 2014 were as follows:

	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	22,863,017		$	42,531,367
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	$	33,156,511
Gross unrealized depreciation		(640,298	)
Net unrealized appreciation	$	32,516,213

1. Derivative Financial Instruments

The Portfolio may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

12

AllianceBernstein Variable Products Series Fund

The Portfolio did not engage in derivatives transactions for the six months ended June 30, 2014.

2. Currency Transactions

The Portfolio may invest in non-U.S. dollar securities on a currency hedged or unhedged basis. The Portfolio may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Portfolio may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Portfolio and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Portfolio may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE E: Securities Lending

The Portfolio may enter into securities lending transactions. Under the Portfolio’s securities lending program, all loans of securities will be collateralized continually by cash. The Portfolio will be compensated for the loan from a portion of the net return from the income earned on cash collateral after a rebate is paid to the borrower (in some cases, this rebate may be a “negative rebate” or fee paid by the borrower to the Portfolio in connection with the loan), and payments are made for fees of the securities lending agent and for certain other administrative expenses. It is the policy of the Portfolio to receive collateral consisting of cash in an amount exceeding the value of the securities loaned. The Portfolio will have the right to call a loan and obtain the securities loaned at any time on notice to the borrower within the normal and customary settlement time for the securities. While the securities are on loan, the borrower is obligated to pay the Portfolio amounts equal to any income or other distributions from the securities. The Portfolio will not have the right to vote on any securities during the existence of a loan, but will have the right to regain ownership of loaned securities in order to exercise voting or other ownership rights. The lending agent has agreed to indemnify the Portfolio in the case of default of any securities borrower. Collateral received and securities loaned are marked to market daily to ensure that the securities loaned are secured by collateral. The lending agent will invest the cash collateral received in AllianceBernstein Exchange Reserves, an eligible money market vehicle, in accordance with the investment restrictions of the Portfolio, and as approved by the Board. The collateral received on securities loaned is recorded as an asset as well as a corresponding liability in the statement of assets and liabilities. When the Portfolio lends securities, its investment performance will continue to reflect changes in the value of the securities loaned. At June 30, 2014, the Portfolio had securities on loan with a value of $250,152 and had received cash collateral which has been invested into AllianceBernstein Exchange Reserves of $258,300. The cash collateral will be adjusted on the next business day to maintain the required collateral amount. The Portfolio earned securities lending income of $1,913 and $56 from the borrowers and AllianceBernstein Exchange Reserves, respectively, for the six months ended June 30, 2014; 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, 2014 is as follows:

Market Value December 31, 2013 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value June 30, 2014 (000)
$	0	$	3,433	$	3,175	$	258

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, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class A
Shares sold		3,259			23,224		$	46,988		$	286,557
Shares issued in reinvestment of dividends		–0	–		3,455			–0	–		44,293
Shares redeemed		(5,726	)		(15,732	)		(82,682	)		(196,764	)
Net increase (decrease)		(2,467	)		10,947		$	(35,694	)	$	134,086

13

VALUE PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
(continued)	AllianceBernstein Variable Products Series Fund

	SHARES						AMOUNT
	Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013			Six Months Ended June 30, 2014 (unaudited)			Year Ended December 31, 2013
Class B
Shares sold		135,183			405,430		$	1,925,773		$	5,020,795
Shares issued in reinvestment of dividends		–0	–		225,106			–0	–		2,863,346
Shares redeemed		(1,245,355	)		(6,229,165	)		(17,731,206	)		(77,654,938	)
Net decrease		(1,110,172	)		(5,598,629	)	$	(15,805,433	)	$	(69,770,797	)

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, 2014.

NOTE I: Distributions to Shareholders

The tax character of distributions to be paid for the year ending December 31, 2014 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended December 31, 2013 and December 31, 2012 were as follows:

	2013		2012
Distributions paid from:
Ordinary income	$	2,907,639	$	2,821,624
Total taxable distributions paid	$	2,907,639	$	2,821,624

14

AllianceBernstein Variable Products Series Fund

As of December 31, 2013, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Undistributed ordinary income	$	1,936,168
Accumulated capital and other losses		(44,241,624	)(a)
Unrealized appreciation/(depreciation)		35,711,518	(b)
Total accumulated earnings/(deficit)	$	(6,593,938	)

(a) On December 31, 2013, the Portfolio had a net capital loss carryforward of $44,241,624. During the fiscal year, the Portfolio utilized $26,246,267 of capital loss carryforwards to offset current year net realized gains.

(b) The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.

For tax purposes, net capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010 for an indefinite period. These post-enactment capital losses must be utilized prior to the pre-enactment capital losses, which are subject to expiration. Post-enactment capital loss carryforwards will retain their character as either short-term or long-term capital losses rather than being considered short-term as under previous regulation.

As of December 31, 2013, the Portfolio had a net capital loss carryforward of $44,241,624 which will expire as follows:

SHORT-TERM AMOUNT	LONG-TERM AMOUNT	EXPIRATION
$  44,241,624	n/a	2017

NOTE J: Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Portfolio’s financial statements through this date.

15

VALUE PORTFOLIO
FINANCIAL HIGHLIGHTS	AllianceBernstein Variable Products Series Fund

Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period

	CLASS A
	Six  Months Ended June 30,  2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$14.22			$10.63			$9.37			$9.84			$8.97			$7.67
Income From Investment Operations
Net investment income (a)		.16			.19			.20			.17			.12			.16
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.86			3.70			1.26			(.50	)		.93			1.41
Net increase (decrease) in net asset value from operations		1.02			3.89			1.46			(.33	)		1.05			1.57
Less: Dividends
Dividends from net investment income		–0	–		(.30	)		(.20	)		(.14	)		(.18	)		(.27	)
Net asset value, end of period		$15.24			$14.22			$10.63			$9.37			$9.84			$8.97
Total Return
Total investment return based on net asset value (b)		7.17	%*		36.85	%*		15.73	%		(3.50	)%		11.81	%*		21.12	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$2,326			$2,205			$1,533			$1,517			$1,707			$1,594
Ratio to average net assets of:
Expenses		.77	%^		.73	%		.72	%		.71	%		.71	%+		.70	%
Net investment income		2.25	%^		1.51	%		1.98	%		1.78	%		1.37	%+		2.09	%
Portfolio turnover rate		18	%		44	%		40	%		62	%		73	%		64	%

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, 2014 (unaudited)			Year Ended December 31,
				2013			2012			2011			2010			2009
Net asset value, beginning of period		$14.10			$10.54			$9.28			$9.75			$8.90			$7.59
Income From Investment Operations
Net investment income (a)		.14			.16			.17			.15			.10			.14
Net realized and unrealized gain (loss) on investment and foreign currency transactions		.85			3.66			1.26			(.50	)		.91			1.41
Net increase (decrease) in net asset value from operations		.99			3.82			1.43			(.35	)		1.01			1.55
Less: Dividends
Dividends from net investment income		–0	–		(.26	)		(.17	)		(.12	)		(.16	)		(.24	)
Net asset value, end of period		$15.09			$14.10			$10.54			$9.28			$9.75			$8.90
Total Return
Total investment return based on net asset value (b)		7.02	%*		36.49	%*		15.54	%		(3.78	)%		11.42	%*		21.04	%*
Ratios/Supplemental Data
Net assets, end of period (000’s omitted)		$124,869			$132,271			$157,920			$175,183			$212,522			$213,827
Ratio to average net assets of:
Expenses		1.02	%^		.98	%		.97	%		.96	%		.96	%+		.95	%
Net investment income		2.01	%^		1.28	%		1.72	%		1.51	%		1.12	%+		1.84	%
Portfolio turnover rate		18	%		44	%		40	%		62	%		73	%		64	%

(a) Based on average shares outstanding.

(b) Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect (i) insurance company’s separate account related expense charges and (ii) the deductions of taxes that a shareholder would pay on Portfolio distributions or the redemption of Portfolio shares. Total investment return calculated for a period of less than one year is not annualized.

* Includes the impact of proceeds received and credited to the Portfolio resulting from class action settlements, which enhanced the Portfolio’s performance for the six months ended June 30, 2014 and years ended December 31, 2013, December 31, 2010 and December 31, 2009 by 0.01%, 0.07%, 0.01% and 0.02%, respectively.

^ Annualized.

+ The ratio includes expenses attributable to costs of proxy solicitation.

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 5-8, 2014.

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed an independent evaluation prepared by the Fund’s Senior Officer (who is also the Fund’s Independent Compliance Officer) of the reasonableness of the advisory fee, in which the Senior Officer concluded that the contractual fee for the Portfolio was reasonable. The directors also discussed the proposed continuance in private sessions with counsel and the Fund’s Senior Officer.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Portfolio gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AllianceBernstein Funds. The directors noted that they have four regular meetings each year, at each of which they receive presentations from the Adviser on the investment results of the Portfolio and review extensive materials and information presented by the Adviser.

The directors also considered all other factors they believed relevant, including the specific matters discussed below. In their deliberations, the directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Portfolio and the overall arrangements between the Portfolio and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Portfolio. They also noted the professional experience and qualifications of the Portfolio’s portfolio management team and other senior personnel of the Adviser. The directors also considered that the Advisory Agreement provides that the Portfolio will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Portfolio by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the directors. Reimbursements, to the extent requested and paid, result in a higher rate of total compensation from the Portfolio to the Adviser than the fee rate stated in the Portfolio’s Advisory Agreement. The directors noted that the methodology used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Fund’s Senior Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Portfolio’s other service providers, also were considered. The directors were satisfied with the nature, extent and quality of services provided to the Portfolio under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues, expenses and related notes indicating the profitability of the Portfolio to the Adviser for calendar years 2012 and 2013 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s Senior Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Portfolio, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Portfolio. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Portfolio before taxes and distribution expenses. The directors were satisfied that the Adviser’s level of profitability from its relationship with the Portfolio was not unreasonable.

18

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 2014 meeting, the directors reviewed information prepared by Lipper showing the performance of the Class A Shares of the Portfolio as compared with that of a group of similar funds selected by Lipper (the “Performance Group”) and as compared with that of a broader array of funds selected by Lipper (the “Performance Universe”), and information prepared by the Adviser showing performance of the Class A Shares as compared with the Russell 1000 Value Index (the “Index”), in each case for the 1-, 3-, 5- and 10-year periods ended February 28, 2014 and (in the case of comparisons with the Index) the period since inception (July 2002 inception). The directors noted that the Portfolio was in the 2nd quintile of the Performance Group and 1st quintile of 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 5th quintile of the Performance Group and the Performance Universe for the 10-year period. The Portfolio outperformed the Index in the 1-year period and lagged it in all other periods. Based on their review, the directors concluded that the Portfolio’s performance was satisfactory.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate paid by the Portfolio to the Adviser and information prepared by Lipper concerning advisory fee rates paid by other funds in the same Lipper category as the Portfolio at a common asset level. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees paid by other funds. The directors noted that, at the Portfolio’s current size, its contractual effective advisory fee rate of 55 basis points, plus the 3.6 basis point impact of the administrative expense reimbursement in the latest fiscal year, was lower than the Expense Group median.

The directors also considered the advisory fees the Adviser charges non-fund clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and the evaluation from the Fund’s Senior Officer. The directors noted that the institutional fee schedule and the Portfolio’s fee schedule started at different rates and that the institutional fee schedule had breakpoints at lower asset levels. The application of the institutional fee schedule to the Portfolio’s net assets would result in a fee rate lower than the rate at the same asset level provided in the Portfolio’s Advisory Agreement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also reviewed information that indicated that the Portfolio’s fee rate is higher than the sub-advisory fee rate earned by the Adviser for sub-advising certain registered investment companies with a similar investment style. The directors noted that the advisory fee schedule for the Portfolio is the same as that for its Corresponding Fund.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Portfolio relative to institutional clients and sub-advised funds. The Adviser also noted that because mutual funds are constantly issuing and redeeming shares, they are more difficult to manage than an institutional account, where the assets tend to be relatively stable. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to funds such as the Portfolio, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

19

VALUE PORTFOLIO
CONTINUANCE DISCLOSURE
(continued)	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 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 2014 meeting. The directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The directors observed that in the mutual fund industry as a whole, as well as among funds similar to the Portfolio, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The directors also noted that the advisory agreements for many funds do not have breakpoints at all. Having taken these factors into account, the directors concluded that the Portfolio’s shareholders would benefit from a sharing of economies of scale in the event the Portfolio’s net assets exceed a breakpoint in the future.

20

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION	AllianceBernstein Variable Products Series Fund

THE FOLLOWING IS NOT PART OF THE SHAREHOLDER REPORT OR THE FINANCIAL STATEMENTS

SUMMARY OF SENIOR OFFICER’S EVALUATION OF INVESTMENT ADVISORY AGREEMENT¹

The following is a summary of the evaluation of the Investment Advisory Agreement between AllianceBernstein L.P. (the “Adviser”) and the AllianceBernstein Variable Products Series Fund (the “Fund”), in respect of AllianceBernstein Value Portfolio (the “Portfolio”).² The evaluation of the Investment Advisory Agreement was prepared by Philip L. Kirstein, the Senior Officer of the Fund, for the Directors of the Fund, as required by a September 2004 agreement between the Adviser and the New York State Attorney General (the “NYAG”). The Senior Officer’s evaluation of the Investment Advisory Agreement is not meant to diminish the responsibility or authority of the Board of Directors of the Fund to perform its duties pursuant to Section 15 of the Investment Company Act of 1940 (the “40 Act”) and applicable state law. The purpose of the summary is to provide shareholders with a synopsis of the independent evaluation of the reasonableness of the advisory fees proposed to be paid by the Portfolio which was provided to the Directors in connection with their review of the proposed approval of the continuance of the Investment Advisory Agreement. The Senior Officer’s evaluation considered the following factors:

1. Advisory fees charged to institutional and other clients of the Adviser for like services;

2. Advisory fees charged by other mutual fund companies for like services;

3. Costs to the Adviser and its affiliates of supplying services pursuant to the advisory agreement, excluding any intra-corporate profit;

4. Profit margins of the Adviser and its affiliates from supplying such services;

5. Possible economies of scale as the Portfolio grows larger; and

6. Nature and quality of the Adviser’s services including the performance of the Portfolio.

These factors, with the exception of the first factor, are generally referred to as the “Gartenberg factors,” which were articulated by the United States Court of Appeals for the Second Circuit in 1982. Gartenberg v. Merrill Lynch Asset Management, Inc., 694 F. 2d 923 (2d Cir. 1982). The first factor is an additional factor required to be considered by the AoD. On March 30, 2010, the Supreme Court held the Gartenberg decision was correct in its basic formulation of what §36(b) requires: to face liability under §36(b), “an investment adviser must charge a fee that is so disproportionately large that it bears no reasonable relationship to the services rendered and could not have been the product of arm’s length bargaining.” Jones v. Harris Associates L.P., 130 S. Ct. 1418 (2010). In the Jones decision, the Court stated the Gartenberg approach fully incorporates the correct understanding of fiduciary duty within the context of section 36(b) and noted with approval that “Gartenberg insists that all relevant circumstances be taken into account” and “uses the range of fees that might result from arm’s-length bargaining as the benchmark for reviewing challenged fees.”³

PORTFOLIO ADVISORY FEES, NET ASSETS & EXPENSE RATIOS

The Adviser proposed that the Portfolio pays the advisory fee set forth in the table below for receiving the services to be provided pursuant to the Investment Advisory Agreement. The fee schedule below, implemented in January 2004 in consideration of the Adviser’s settlement with the NYAG in December 2003, is based on a master schedule that contemplates eight categories of funds with almost all funds in each category having the same advisory fee schedule.

Portfolio	Category	Advisory Fee Based on % of Average Daily Net Assets	Net Assets 03/31/14 ($MIL)
Value Portfolio	Value	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance	$	128.2

The Adviser is reimbursed as specified in the Investment Advisory Agreement for certain clerical, legal, accounting, administrative and other services provided to the Portfolio. During the Portfolio’s most recently completed fiscal year, the Adviser received $55,163 (0.036% of the Portfolio’s average daily net assets) for such services.

1 The information in the fee summary was completed on April 25, 2014 and discussed with the Board of Directors on May 6-8, 2014.

2 Future references to the Fund and the Portfolio do not include “AllianceBernstein.” References in the fee summary pertaining to performance and expense ratio rankings refer to the Class A shares of the Portfolio.

3 Jones v. Harris at 1427.

21

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

The Adviser has agreed to waive that portion of its management fees and/or reimburse the Portfolio for that portion of its total operating expenses to the degree necessary to limit the Portfolio’s expense ratios to the amounts set forth below for the Portfolio’s fiscal year. The waiver is terminable by the Adviser upon at least 60 days’ notice prior to the Portfolio’s prospectus update. The Portfolio was operating below its expense caps for the most recent fiscal year; accordingly the expense limitation undertaking of the Portfolio was of no effect. In addition, set forth below are the gross expense ratios of the Portfolio for the most recently completed fiscal year:

Portfolio	Expense Cap Pursuant to Expense Limitation Undertaking	Gross Expense Ratio	Fiscal Year End
Value Portfolio	Class A    1.20% Class B    1.45%	0.73% 0.98%	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, 2014 net assets:⁵

4 The Supreme Court stated that “courts may give such comparisons the weight that they merit in light of the similarities and differences between the services that the clients in question require, but the courts must be wary of inapt comparisons.” Among the significant differences the Supreme Court noted that may exist between services provided to mutual funds and institutional accounts are “higher marketing costs.” Jones v. Harris at 1428.

5 The Adviser has indicated that with respect to institutional accounts with assets greater than $300 million, it will negotiate a fee schedule. Discounts that are negotiated vary based upon each client relationship.

22

AllianceBernstein Variable Products Series Fund

Portfolio	Net Assets 3/31/14 ($MIL)	AllianceBernstein Institutional Fee Schedule	Effective AB Inst. Adv. Fee			Portfolio Advisory Fee
Value Portfolio	$128.2	U.S. Diversified Value 0.65% on 1st $25 million 0.50% on next $25 million 0.40% on next $50 million 0.30% on next $100 million 0.25% on the balance Minimum Account Size: $25 m		0.446	%		0.550	%

The Adviser also manages AllianceBernstein Trust, Inc.—Value Fund (“Value Fund”), a retail mutual fund, which has a substantially similar investment style as the Portfolio. Set forth below are the fee schedule of Value Fund and what would have been the effective advisory fee of the Portfolio had the fee schedule of the retail mutual fund been applicable to the Portfolio:⁶

Portfolio	AllianceBernstein Mutual Fund	Fee Schedule	ABMF Effective Fee			Portfolio Advisory Fee
Value Portfolio	Value Fund	0.55% on first $2.5 billion 0.45% on next $2.5 billion 0.40% on the balance		0.550	%		0.550	%

The Adviser provides sub-advisory services to certain other investment companies managed by other fund families that have an investment style similar to that of the Portfolio. The Adviser charges the fees set forth below for the sub-advisory relationships that have a somewhat similar investment style as the Portfolio. Also shown are the Portfolio’s advisory fees and what would have been the effective advisory fees of the Portfolio had the fee schedules of the sub-advisory relationships been applicable to the Portfolio based on March 31, 2014 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		0.448%		0.550%
	Client #27	0.30% of the average daily net assets		0.300%		0.550%

It is fair to note that the services the Adviser provides pursuant to sub-advisory agreements are generally confined to the services related to the investment process; in other words, they are not as comprehensive as the services provided to the Portfolio by the Adviser. In addition, to the extent that certain of these sub-advisory relationships are with affiliates of the Adviser, the fee schedules may not reflect arm’s length bargaining or negotiations.

While it appears that the sub-advisory relationships are paying a lower fee than the Portfolio, it is difficult to evaluate the relevance of such lower fees due to differences in terms of the services provided, risks involved and other competitive factors between the Portfolio and the sub-advisory relationship. There could be various business reasons why an investment adviser would be willing to provide a sub-advisory relationship investment related services at a different fee level than an investment company it is sponsoring where the investment adviser is providing all the services, not just investment management, generally required by a registered investment company.

II. MANAGEMENT FEES CHARGED BY OTHER MUTUAL FUND COMPANIES FOR LIKE SERVICES.

Lipper Inc. (“Lipper”), an analytical service that is not affiliated with the Adviser, compared the fees charged to the Portfolio with fees charged to other investment companies for similar services offered by other investment advisers.⁸ Lipper’s analysis

6 The retail mutual fund was also affected by the settlement between the Adviser and the NYAG. As a result, the Portfolio has the same breakpoints in its advisory fee schedule as the retail mutual fund.

7 The client is an affiliate of the Adviser.

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.

23

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

included the comparison of the Portfolio’s contractual management fee, estimated at the approximate current asset level of the Portfolio, to the median of the Portfolio’s Lipper Expense Group (“EG”) and the Portfolio’s contractual management fee ranking.^9,10

Lipper describes an EG as a representative sample of comparable funds. Lipper’s standard methodology for screening funds to be included in an EG entails the consideration of several fund criteria, including fund type, investment classification/objective, load type and similar 12b-1/non-12b-1 service fees, asset (size) comparability, expense components and attributes. An EG will typically consist of seven to twenty funds.

Portfolio	Contractual Management Fee (%)11		Lipper EG Median (%)		Lipper EG Rank
Value Portfolio		0.550		0.743		1/12

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 EU¹² is a broader group compared to the EG, consisting of all funds that have the same investment classification/objective and load type as the subject Portfolio.

Portfolio	Expense Ratio (%)13		Lipper EG Median (%)		Lipper EG Rank		Lipper EU Median (%)		Lipper EU Rank
Value Portfolio		0.730		0.775		3/12		0.763		14/33

Based on this analysis, the Portfolio has a more favorable ranking on a contractual management fee basis than on a total expense ratio basis.

III. COSTS TO THE ADVISER AND ITS AFFILIATES OF SUPPLYING SERVICES PURSUANT TO THE ADVISORY FEE ARRANGEMENT, EXCLUDING ANY INTRA-CORPORATE PROFIT.

The Adviser utilizes two profitability reporting systems, which operate independently but are aligned with each other, to estimate the Adviser’s profitability in connection with investment advisory services provided to the Portfolio. The Senior Officer has retained a consultant to provide independent advice regarding the alignment of the two profitability systems as well as the methodologies and allocations utilized by both profitability systems.

IV. PROFIT MARGINS OF THE ADVISER AND ITS AFFILIATES FOR SUPPLYING SUCH SERVICES.

The Portfolio’s profitability information, prepared by the Adviser for the Board of Directors, was reviewed by the Senior Officer and the consultant. The Adviser’s profitability from providing investment advisory services to the Portfolio increased during calendar year 2013, relative to 2012.

In addition to the Adviser’s direct profits from managing the Portfolio, certain of the Adviser’s affiliates have business relationships with the Portfolio and may earn a profit from providing other services to the Portfolio. The courts have referred to this type of business opportunity as “fall-out benefits” to the Adviser and indicated that such benefits should be factored into the evaluation of the total relationship between the Portfolio and the Adviser. Neither case law nor common business practice precludes the Adviser’s affiliates from earning a reasonable profit on this type of relationship provided the affiliates’ charges and services are competitive. These affiliates provide transfer agent, distribution and brokerage related services to

9 Lipper does not consider average account size when constructing EGs. Funds with relatively small average account sizes tend to have higher transfer agent expense ratio than comparable sized funds that have relatively large average account sizes. Note that there are limitations on Lipper expense category data because different funds categorize expenses differently.

10 The contractual management fee is calculated by Lipper using the Portfolio’s contractual management fee rate at a hypothetical asset level. The hypothetical asset level is based on the combined net assets of all classes of the Portfolio, rounded up to the next $25 million. Lipper’s total expense ratio information is based on the most recent annual report except as otherwise noted. A ranking of “1” would mean that the Portfolio had the lowest effective fee rate in the Lipper peer group.

11 The contractual management fee does not reflect any expense reimbursements made by the Portfolio to the Adviser for certain clerical, legal, accounting, administrative and other services. In addition, the contractual management fee does not reflect any advisory fee waiver or expense cap that would effectively reduce the actual management fee.

12 Except for asset (size) comparability, Lipper uses the same criteria for selecting an EG when selecting an EU. Unlike the EG, the EU allows for the same adviser to be represented by more than just one fund.

13 Most recently completed fiscal year end Class A total expense ratio.

24

AllianceBernstein Variable Products Series Fund

the Portfolio and receive transfer agent fees, Rule 12b-1 payments, and brokerage commissions. In addition, the Adviser benefits from soft dollar arrangements which offset expenses the Adviser would otherwise incur.

The Portfolio has adopted a distribution plan for Class B shares pursuant to Rule 12b-1 under the 40 Act. Under the distribution plan, the Portfolio pays distribution and servicing fees to its principal underwriter, AllianceBernstein Investments, Inc. (“ABI”), the Portfolio’s distributor and an affiliate of the Adviser, at an annual rate of up to 0.50% of the Portfolio’s average daily net assets attributable to Class B shares. The current annual rate that the Portfolio pays to ABI for 12b-1 fees is 0.25%. During the fiscal year ended December 31, 2013, ABI received $374,964 in Rule 12b-1 fees.

During the fiscal year ended December 31, 2013, the Adviser incurred distribution expenses in the amount of $895,802 in connection with activities primarily intended to result in the sale of the Portfolio’s Class B shares. This expense amount incurred by ABI is partially offset by the 12b-1 fees paid by the Portfolio.

Financial intermediaries, such as insurers, market and sell shares of the Portfolio and typically receive compensation from ABI, the Advisers and/or the Portfolio for selling shares of the Portfolio. These financial intermediaries receive compensation in any or all of the following forms: 12b-1 fees, defrayal of costs for educational seminars and training, additional distribution support, recordkeeping and/or administrative services. Payments related to providing contract-holder recordkeeping and/or administrative services will generally not exceed 0.35% of the average daily net assets of the Portfolio attributable to the relevant intermediary over the year. With respect to the Fund, which includes the Portfolio and other Portfolios of the Fund not discussed in this summary, ABI paid approximately $600,000 in 2013 and expects to pay approximately $600,000 in 2014 for educational support and distribution assistance (revenue sharing payments).

The transfer agent of the Portfolio is AllianceBernstein Investor Services, Inc. (“ABIS”). 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. These credits and charges are not being passed onto any SCB client. The Adviser also receives certain soft dollar benefits from brokers that execute agency trades for the Portfolio and other clients. These soft dollar benefits reduce the Adviser’s cost of doing business and increase its profitability.

V. POSSIBLE ECONOMIES OF SCALE

The Adviser has indicated that economies of scale are being shared with shareholders through pricing to scale, breakpoints, fee reductions/waivers and enhancement to services.

In May 2012, an independent consultant, retained by the Senior Officer, provided the Board of Directors information on the Adviser’s firm-wide average costs from 2005 that from 2005 through 2007 the Adviser experienced significant growth in assets under management (“AUM”). During this period, operating expenses increased, in part to keep up with growth, and in part reflecting market returns. However, from 2008 through the first quarter of 2009, AUM rapidly and significantly decreased due to declines in market value and client withdrawals. When AUM rapidly decreased, some operating expenses categories, including base compensation and office space, adjusted more slowly during this period, resulting in an increase in average costs. Since 2009, AUM has experienced less significant changes. The independent consultant noted that changes in operating expenses reflect changes in business composition and business practices in response to changes in financial markets. Finally, the independent consultant concluded that the increase in average cost and the decline in net operating margin across the Adviser since late 2008 are inconsistent with the view that there are currently reductions in average costs due to economies of scale that can be shared with the AllianceBernstein Mutual Funds managed by the Adviser through lower fees.

14 The Fund (which includes the Portfolio and other Portfolios of the Fund) paid ABIS a flat fee of $18,000 in 2013.

25

VALUE PORTFOLIO
SENIOR OFFICER FEE EVALUATION
(continued)	AllianceBernstein Variable Products Series Fund

Previously in February 2008, the independent consultant provided the Board of Directors an update of the Deli study on advisory fees and various fund characteristics.^15,16 The independent consultant first reiterated the results of his previous two dimensional comparison analysis (fund size and family size) with the Board of Directors¹⁷. 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 $454 billion as of March 31, 2014, the Adviser has the investment experience to manage and provide non-investment services (described in Section I) to the Portfolio.

The information prepared by Lipper shows the 1, 3, 5 and 10 year performance returns and rankings of the Portfolio¹⁸ relative to its Lipper Performance Group (“PG”) and Lipper Performance Universe (“PU”)¹⁹ for the periods ended February 28, 2014.²⁰

	Portfolio (%)		PG Median (%)		PU Median (%)		PG Rank		PU Rank
Value Portfolio
1 year		27.39		24.40		23.64		3/12		9/50
3 year		12.92		12.70		12.91		4/11		22/44
5 year		21.89		21.81		21.89		5/10		21/42
10 year		4.98		6.78		6.86		8/9		29/30

15 The Deli study, originally published in 2002 based on 1997 data and updated for the February 2008 Presentation, may be of diminished value due to the age of the data used in the presentation and the changes experienced in the industry over the last four years.

16 As mentioned previously, the Supreme Court cautioned against accepting mutual fund fee comparisons without careful scrutiny since the fees may not be the product of negotiations conducted at arm’s length. See Jones v. Harris at 1429.

17 The two dimensional analysis showed patterns of lower advisory fees for funds with larger asset sizes and funds from larger family sizes compared to funds with smaller asset sizes and funds from smaller family sizes, which according to the independent consultant is indicative of a sharing of economies of scale and scope. However, in less liquid and active markets, such is not the case, as the empirical analysis showed potential for diseconomies of scale in those markets. The empirical analysis also showed diminishing economies of scale and scope as funds surpassed a certain high level of assets.

18 The performance rankings are for the Class A shares of the Portfolio. The Portfolio’s performance returns shown were provided by Lipper.

19 The Portfolio’s PG is identical to the Portfolio’s respective EG. The Portfolio’s PU is not identical to the Portfolio’s EU as the criteria for including/excluding a fund from a PU is somewhat different from that of an EU.

20 Lipper investment classification/objective dictates the PG and PU throughout the life of the fund even if a fund had a different investment classification/objective at a different point in time.

26

AllianceBernstein Variable Products Series Fund

Set forth below are the 1, 3, 5 and 10 year and since inception performance returns of the Portfolio (in bold)²¹ versus its benchmark.²² Portfolio and benchmark volatility and reward-to-variability ratio (“Sharpe Ratio”) information is also shown²³

	Periods Ending February 28, 2014 Annualized Performance
	1 Year (%)		3 Year (%)		5 Year (%)		10 Year (%)		Since Inception (%)		Annualized				Risk Period (Year)
											Volatility (%)		Sharpe (%)
Value Portfolio		27.39		12.92		21.89		4.98		7.88		16.33		0.28		10
Russell 1000 Value Index		23.44		14.05		23.18		7.24		9.70		15.52		0.42		10
Inception Date: July 22, 2002

CONCLUSION:

Based on the factors discussed above the Senior Officer’s conclusion is that the proposed advisory fee for the Portfolio is reasonable and within the range of what would have been negotiated at arm’s-length in light of all the surrounding circumstances. This conclusion in respect of the Portfolio is based on an evaluation of all of these factors and no single factor was dispositive.

Dated: June 5, 2014

21 The performance returns and risk measures shown in the table are for the Class A shares of the Portfolio.

22 The Adviser provided Portfolio and benchmark performance return information for periods through February 28, 2013.

23 Portfolio and benchmark volatility and Sharpe Ratio information was obtained through Lipper LANA, a database maintained by Lipper. Volatility is a statistical measure of the tendency of a market price or yield to vary over time. The Sharpe Ratio is a risk adjusted measure of return that divides a portfolio’s return in excess of the riskless return by the portfolio’s standard deviation. A portfolio with a greater volatility would be viewed as more risky than a portfolio with equivalent performance but lower volatility; for that reason, a greater return would be demanded for the more risky portfolio. A portfolio with a higher Sharpe Ratio would be viewed as better performing than a portfolio with a lower Sharpe Ratio.

27

VPS-VAL-0512-0614

ITEM 2. CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the second fiscal quarter of the period that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

The following exhibits are attached to this Form N-CSR:

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
12 (b) (1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AllianceBernstein Variable Products Series Fund, Inc.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: August 12, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ Robert M. Keith
	Robert M. Keith
	President

Date: August 12, 2014

By:	/s/ Joseph J. Mantineo
	Joseph J. Mantineo
	Treasurer and Chief Financial Officer

Date: August 12, 2014