ThZeal - The Zeal

DEF 14A 1 d1127454a_def-14a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check the appropriate box: |_| Preliminary Proxy Statement |_| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |X| Definitive Proxy Statement |_| Definitive Additional Materials |_| Soliciting Material Pursuant to Section 240.14a-12 AllianceBernstein Variable Product Series Fund, Inc. -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) N/A -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): |X| No fee required |_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: -------------------------------------------------------------------------------- 2) Aggregate number of securities to which transaction applies: -------------------------------------------------------------------------------- 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------------------- |_| Fee paid previously with preliminary materials. |_| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: -------------------------------------------------------------------------------- 2) Form, Schedule or Registration Statement No.: -------------------------------------------------------------------------------- 3) Filing Party: -------------------------------------------------------------------------------- 4) Date Filed: -------------------------------------------------------------------------------- [LOGO] ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. 1345 Avenue of the Americas New York, New York 10105 Toll Free (800) 221-5672 September 15, 2010 Dear Stockholders: The Board of Directors (the "Directors") of AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") and the series thereof (each a "Portfolio" and, collectively, the "Portfolios") is pleased to invite you to the Annual Meeting of Stockholders (the "Meeting") to be held on November 5, 2010. The accompanying Notice of Annual Meeting of Stockholders and Proxy Statement present two proposals to be considered at the Meeting. At the Meeting, stockholders of the Portfolios will be asked to elect Directors for the Fund. The stockholders of the Portfolios are also being asked to approve a proposal, as explained in the attached Proxy Statement, to amend a fundamental investment policy regarding commodities. We believe that this amendment will benefit each Portfolio and its stockholders. The Directors have concluded that the proposals are in the best interests of each Portfolio and unanimously recommend that you vote "FOR" the proposals that apply to the Portfolio or Portfolios in which you hold shares. We welcome your attendance at the Meeting. If you are unable to attend, we encourage you to vote by proxy. Broadridge Financial Solutions, Inc. ("Broadridge"), a proxy solicitation firm, has been selected to assist stockholders in the proxy solicitation process. If we have not received your proxy as the date of the Meeting approaches, you may receive a telephone call from Broadridge reminding you to authorize the proxy holders to cast your vote. No matter how many shares you own, your vote is important. Sincerely, Robert M. Keith President New York, New York Questions and Answers AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") Proxy Q. WHY DID YOU SEND ME THIS BOOKLET? A. This booklet contains the Notice of Annual Meeting of Stockholders (the "Notice") and Proxy Statement that provides you with information you should review before voting on the proposals that will be presented at the Annual Meeting of Stockholders (the "Meeting") for the Portfolios of the Fund listed in the accompanying Notice (each a "Portfolio" and, collectively, the "Portfolios"). Shares of the Portfolios are not sold directly to individuals. The Portfolios only offer their shares through the separate accounts of life insurance companies ("Insurers"). As a contractholder, you hold a contract with an Insurer that offers one or more of the Portfolios as an investment option. The Insurers are the stockholders of record. However, because you, the contractholder, are the true beneficial owner of the investment, Insurers will generally pass their voting rights onto you and will vote the shares of each Portfolio that you hold through your insurance contracts in accordance with any instructions you provide. As a contractholder, you have the right to vote for the election of the Directors of the Fund and on one proposal concerning your investment in a Portfolio. References to "you" or "stockholders" throughout the proxy materials shall include stockholders of record (i.e., the Insurers) and contractholders. Q. WHO IS ASKING FOR MY VOTE? A. The Board of Directors of the Fund (the "Board") is asking you to vote at the Meeting. All stockholders will be asked to vote on both proposals. Those proposals are as follows: . Election of Directors for the Fund and . Amendment of the Portfolios' fundamental investment policies regarding commodities. Q. HOW DOES THE BOARD RECOMMEND I VOTE? A. The Board recommends that you vote "FOR" each of the nominees and FOR the proposal. Q. WHO IS ELIGIBLE TO VOTE? A. Stockholders of record at the close of business on September 9, 2010 (the "Record Date") are entitled to vote at the Meeting or any adjournment or postponement of the Meeting. If you were a contractholder of an insurance contract that held shares in a Portfolio on the Record Date, you have the right to vote even if you no longer invest in the Portfolio. Q. WHAT ROLE DOES THE BOARD PLAY? A. The business and affairs of each Portfolio are managed under the direction of the Board. Each of the Directors has an obligation to act in what he or she believes to be the best interests of a Portfolio, including approving and recommending the proposals in the Proxy Statement. The background of each nominee for Director is described in the Proxy Statement. Q. WHY IS THE BOARD PROPOSING TO AMEND THE PORTFOLIOS' FUNDAMENTAL INVESTMENT POLICIES REGARDING COMMODITIES? A. Certain policies are required by the federal law applicable to mutual funds to be fundamental, meaning they cannot be changed without a stockholder vote. We are proposing to amend the Portfolios' fundamental policies regarding commodities and adopt a more flexible policy that will reference applicable law. The proposed amendment is intended to clarify that the Portfolios may continue to engage in current investment practices as approved by the Directors, regardless of changes in applicable law, including changes as a result of the recent financial reform legislation. The revised policy will not change the way the Portfolios are managed. Q. HOW CAN I VOTE MY SHARES? A. Please follow the voting instructions included on the enclosed Proxy Card. Q. WHAT IF I WANT TO REVOKE MY PROXY? A. You can revoke your proxy at any time prior to exercising the proxy (i) by giving written notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York, New York 10105, (ii) by authorizing a later-dated proxy (either by signing and submitting another proxy card or by calling (866) 451-3783) or (iii) by personally voting at the Meeting. Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY? A. Please call (866) 451-3783 if you have questions. [LOGO] ALLIANCEBERNSTEIN AllianceBernstein Variable Products Series Fund, Inc. AllianceBernstein VPS Balanced Wealth Strategy Portfolio AllianceBernstein VPS Global Thematic Growth Portfolio AllianceBernstein VPS Growth Portfolio AllianceBernstein VPS Growth and Income Portfolio AllianceBernstein VPS Intermediate Bond Portfolio AllianceBernstein VPS International Growth Portfolio AllianceBernstein VPS International Value Portfolio AllianceBernstein VPS Large Cap Growth Portfolio AllianceBernstein VPS Money Market Portfolio AllianceBernstein VPS Real Estate Investment Portfolio AllianceBernstein VPS Small Cap Growth Portfolio AllianceBernstein VPS Small/Mid Cap Value Portfolio AllianceBernstein VPS Value Portfolio 1345 Avenue of the Americas New York, New York 10105 Toll Free (800) 221-5672 Notice of Annual Meeting of Stockholders Scheduled for November 5, 2010 To the Stockholders of the series of AllianceBernstein Variable Products Series Fund, Inc. (the "Fund"): Notice is hereby given that an Annual Meeting of Stockholders (the "Meeting") of the series of the Fund (each, a "Portfolio", and, collectively, the "Portfolios") will be held at the office of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on November 5, 2010, at 3:00 p.m., Eastern Time, to consider and vote on the following Proposals, each of which is more fully described in the accompanying Proxy Statement dated September 15, 2010: 1. The election of Directors of the Fund, each such Director to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies; 2. Amendment of the Portfolios' fundamental investment policies regarding commodities; and 3. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. Any stockholder of record of a Portfolio at the close of business on September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at, the Meeting or any postponement or adjournment thereof. The enclosed proxy is being solicited on behalf of the Board of Directors. By Order of the Board of Directors, Emilie D. Wrapp Secretary New York, New York September 15, 2010 -------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT Please indicate your voting instructions on the enclosed Proxy Card, sign and date it, and return it in the envelope provided, which needs no postage if mailed in the United States. You may also, by telephone or through the Internet, authorize proxies to cast your votes. To do so, please follow the instructions on the enclosed Proxy Card. Your vote is very important no matter how many shares you own. Please mark and mail your proxy promptly in order to save any additional cost of further proxy solicitation and in order for the Meeting to be held as scheduled. -------------------------------------------------------------------------------- AllianceBernstein (R) and the AB Logo are registered trademarks and service marks used by permission of the owner, AllianceBernstein L.P. TABLE OF CONTENTS

PROXY STATEMENT ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. AllianceBernstein VPS Balanced Wealth Strategy Portfolio AllianceBernstein VPS Global Thematic Growth Portfolio AllianceBernstein VPS Growth Portfolio AllianceBernstein VPS Growth and Income Portfolio AllianceBernstein VPS Intermediate Bond Portfolio AllianceBernstein VPS International Growth Portfolio AllianceBernstein VPS International Value Portfolio AllianceBernstein VPS Large Cap Growth Portfolio AllianceBernstein VPS Money Market Portfolio AllianceBernstein VPS Real Estate Investment Portfolio AllianceBernstein VPS Small Cap Growth Portfolio AllianceBernstein VPS Small/Mid Cap Value Portfolio AllianceBernstein VPS Value Portfolio -------------------------------------------------------------------------------- 1345 Avenue of the Americas New York, New York 10105 ----------------- ANNUAL MEETING OF STOCKHOLDERS November 5, 2010 ----------------- Introduction This is a Proxy Statement for the portfolios of the AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") listed above (each a "Portfolio" and, collectively, the "Portfolios"). The Fund's Board of Directors (the "Board") is soliciting proxies for an Annual Meeting of Stockholders of each Portfolio (the "Meeting") to consider and vote on proposals that are being recommended by the Board. The Board is sending you this Proxy Statement to ask for your vote on two proposals affecting your Portfolio. The Fund will hold the Meeting at the offices of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, on November 5, 2010 at 3:00 p.m., Eastern Time. The solicitation will be made primarily by mail and may also be made by telephone or through the Internet. AllianceBernstein L.P. is the investment adviser to the Portfolios (the "Adviser"). The Notice of Annual Meeting of Stockholders, Proxy Statement and Proxy Card are being mailed to stockholders on or about September 15, 2010. Any stockholder who owned shares of a Portfolio at the close of business on September 9, 2010 (the "Record Date") is entitled to notice of, and to vote at, the Meeting and any postponement or adjournment thereof. Each share is entitled to one vote. Shares of the Portfolios are not sold directly to individuals. The Portfolios only offer their shares through the separate accounts of life insurance companies ("Insurers"). 1

Contractholders select a Portfolio as an investment option through an insurance contract with the Insurer. The Insurer that uses a Portfolio as a funding vehicle, is in most cases, the legal stockholder of the Portfolio and, as such, has voting and investment power with respect to the shares. However, the Insurer generally will pass through any voting rights to contractholders and will vote the shares of each Portfolio in the manner directed by a contractholder. With respect to shares for which a contractholder fails to provide voting instructions, or shares that the Insurer holds for its own benefit (i.e., rather than on behalf of a contractholder), the Insurers will vote such shares in the same proportion as the shares for which voting instructions were received from contractholders. For proxies received with no voting instructions on how to vote, the Insurer will vote those shares FOR the proposals. Important Notice Regarding Availability of Proxy Materials for the Stockholders' Meeting to be Held on Friday, November 5, 2010. This Proxy Statement is available on the Internet at www.alliancebernstein.com/abfundsproxy. We have divided the Proxy Statement into five main parts: Part I -- Overview of the Board's Proposals. Part II -- Discussion of each Proposal and an explanation of why we are requesting that you approve each Proposal. Part III -- Information about the Portfolios' independent registered public accounting firm. Part IV -- Additional information on proxy voting and stockholder meetings. Part V -- Other information about the Fund and the Portfolios. Part I--Overview of Proposals As a stockholder of one or more of the Portfolios, you are being asked to consider and vote on the following two Proposals. Each Proposal applies to all of the Portfolios and is as follows: 1. To approve the election of the Directors. 2. To approve the amendment of the Portfolios' fundamental investment policies regarding commodities. Part II--Discussion of Each Proposal PROPOSAL ONE ELECTION OF DIRECTORS At the Meeting, stockholders will vote on the election of Directors of the Fund. Each Director elected at the Meeting will serve for a term of an indefinite duration and until his or her successor is duly elected and qualifies. The following individuals have been nominated for election as a Director. It is the intention of the persons named as proxies in the accompanying Proxy Card to vote in favor of the nominees named below for election as Director of the Fund. Mr. John H. Dobkin Mr. Michael J. Downey 2

Mr. William H. Foulk, Jr. Mr. D. James Guzy Ms. Nancy P. Jacklin Mr. Robert M. Keith Mr. Garry L. Moody Mr. Marshall C. Turner, Jr. Mr. Earl D. Weiner Each nominee has consented to serve as a Director. The Board knows of no reason why any of the nominees would be unable to serve, but in the event any nominee is unable to serve or for good cause will not serve, the proxies received indicating a vote in favor of such nominee will be voted for a substitute nominee as the Board may recommend. Certain information concerning the nominees for Directors is set forth below.
NUMBER OF OTHER PUBLIC PORTFOLIOS IN COMPANY ALLIANCEBERNSTEIN DIRECTORSHIPS FUND COMPLEX HELD BY NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS ----------------------------------------------------------------------------------------------------------------- INDEPENDENT DIRECTORS Chairman of the Board William H. Foulk, Jr., #, ## 20 Investment Adviser and an 95 None 78 Independent Consultant since prior to 2005. Previously, he was Senior Manager of Barrett Associates, Inc., a registered investment adviser. He was formerly Deputy Comptroller and Chief Investment Officer of the State of New York and, prior thereto, Chief Investment Officer of the New York Bank for Savings. He has served as a director or trustee of various AllianceBernstein Funds since 1983 and has been Chairman of the AllianceBernstein Funds and of the Independent Directors Committee of such Funds since 2003. John H. Dobkin, # 18 Independent Consultant since prior 93 None 68 to 2005. Formerly, President of Save Venice, Inc. (preservation organization) from 2001-2002; Senior Advisor from June 1999- June 2000 and President of Historic Hudson Valley (historic preservation) from December 1989 - May 1999. Previously, Director of the National Academy of Design. He has served as a director or trustee of various AllianceBernstein Funds since 1992.
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NUMBER OF OTHER PUBLIC PORTFOLIOS IN COMPANY ALLIANCEBERNSTEIN DIRECTORSHIPS FUND COMPLEX HELD BY NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS ---------------------------------------------------------------------------------------------------------- Michael J. Downey, # 5 Private Investor since prior to 2005. 93 Asia Pacific 66 Formerly, managing partner of Fund, Inc., and Lexington Capital, LLC (investment The Merger advisory firm) from December 1997 Fund since prior until December 2003. From 1987 to 2005, and until 1993, Chairman and CEO of Prospect Prudential Mutual Fund Acquisition Management, director of the Corp. (financial Prudential Mutual Funds, and services) since member of the Executive 2007 until 2009 Committee of Prudential Securities Inc. He has served as a director or trustee of the AllianceBernstein Funds since 2005. D. James Guzy, # 5 Chairman of the Board of PLX 93 Cirrus Logic 74 Technology (semi-conductors) and Corporation of SRC Computers Inc., with which (semi- he has been associated since prior conductors) and to 2005. He was a Director of Intel PLX Technology, Corporation (semi-conductors) from Inc. (semi- 1969 until 2008, and served as conductors) Chairman of the Finance since prior to Committee of such company for 2005 and Intel several years until May 2008. He Corporation has served as a director of one or (semi- more of the AllianceBernstein conductors) Funds since 1982. since prior to 2005 until 2008 Nancy P. Jacklin, # 4 Professorial Lecturer at the Johns 93 None 62 Hopkins School of Advanced International Studies since 2008. Formerly, U.S. Executive Director of the International Monetary Fund (December 2002-May 2006); Partner, Clifford Chance (1992- 2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citigroup (1985- 1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973- 1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AllianceBernstein Funds since 2006.
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NUMBER OF OTHER PUBLIC PORTFOLIOS IN COMPANY ALLIANCEBERNSTEIN DIRECTORSHIPS FUND COMPLEX HELD BY NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS ----------------------------------------------------------------------------------------------------------------- Garry L. Moody, # 2 Independent Consultant. Formerly, 91 None 58 Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice-Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995); and Partner, Ernst & Young LLP (1975- 1993), where he served as the National Director of Mutual Fund Tax Services. He has served as a director or trustee, and as Chairman of the Audit Committee, of most of the AllianceBernstein Funds since 2008. Marshall C. Turner, Jr., # 5 Private Investor since prior to 2005. 93 Xilinx, Inc. 68 Interim CEO of MEMC Electronic (programmable Materials, Inc. (semi-conductor and logic semi- solar cell substrates) from conductors) and November 2008 until March 2009. MEMC He was Chairman and CEO of Electronic Dupont Photomasks, Inc. Materials, Inc. (components of semi-conductor (semi-conductor manufacturing), 2003-2005, and and solar cell President and CEO, 2005-2006, substrates) since after the company was acquired prior to 2005 and renamed Toppan Photomasks, Inc. He has served as a director or trustee of one or more of the AllianceBernstein Funds since 1992. Earl D. Weiner, # 3 Of Counsel, and Partner prior to 93 None 71 January 2007, of the law firm Sullivan & Cromwell LLP and member of ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director's Guidebook. He has served as a director or trustee of the AllianceBernstein Funds since 2007 and is Chairman of the Governance and Nominating Committees of most of the Funds.
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NUMBER OF OTHER PUBLIC PORTFOLIOS IN COMPANY ALLIANCEBERNSTEIN DIRECTORSHIPS FUND COMPLEX HELD BY NAME, ADDRESS* YEARS OF PRINCIPAL OCCUPATION(S) DURING OVERSEEN BY DIRECTOR IN THE AND AGE SERVICE** PAST 5 YEARS OR LONGER DIRECTOR PAST 5 YEARS -------------------------------------------------------------------------------------------------------- INTERESTED DIRECTOR Robert M. Keith,+,++ None Senior Vice President of 6 None 1345 Avenue of the AllianceBernstein L.P. (the Americas "Adviser")*** and head of New York, NY 10105 AllianceBernstein Investments Inc. 50 ("ABI")*** since July 2008; Director of ABI and President of the AllianceBernstein Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser's institutional investment management business since 2004. Prior thereto, Managing Director and Head of North American Client Service and Sales in the Adviser's institutional investment management business, with which he has been associated since prior to 2004.
--------------------- * The address for each of the Fund's Independent Directors is c/o AllianceBernstein L.P., Attention: Philip L. Kirstein, 1345 Avenue of the Americas, New York, NY 10105. **"Years of Service" refers to the total number of years served as a Director. ***The Adviser and ABI are affiliates of each Portfolio. # Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee of the Fund. ##Member of the Fair Value Pricing Committee. + Mr. Keith will become a Director of the Fund if elected at the Meeting. ++Mr. Keith is an "interested person," as defined in Section 2(a)(19) of the Investment Company Act of 1940, of the Fund due to his position as a Senior Vice President of the Adviser. The business and affairs of the Fund are managed under the direction of the Fund's Board. Directors who are not "interested persons" of the Fund as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), are referred to as "Independent Directors", and Directors who are "interested persons" of the Fund are referred to as "Interested Directors". Certain information concerning the Fund's governance structure and each Director is set forth below. Experience, Skills, Attributes, and Qualifications of the Fund's Directors. The Governance and Nominating Committee of the Board, which is composed of Independent 6

Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination or election by the Board, and conducts a similar review in connection with the proposed nomination of current Directors for re-election by stockholders at any annual or special meeting of stockholders. In evaluating a candidate for nomination or election as a Director the Governance and Nominating Committee takes into account the contribution that the candidate would be expected to make to the diverse mix of experience, qualifications, attributes and skills that the Governance and Nominating Committee believes contributes to good governance for the Fund. Additional information concerning the Governance and Nominating Committee's consideration of nominees appears in the description of the Committee below. The Board believes that, collectively, the Directors have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the Fund and protecting the interests of stockholders. The Board has concluded that, based on each Director's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, each Director is qualified and should continue to serve as such. In determining that a particular Director was and continues to be qualified to serve as a Director, the Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, the Board has taken into account the actual service and commitment of each Director during his or her tenure (including the Director's commitment and participation in Board and committee meetings, as well as his or her current and prior leadership of standing and ad hoc committees) in concluding that each should continue to serve. Additional information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board's conclusion that the Director should serve (or continue to serve) as a director of the Fund, is provided in the table above and in the next paragraph. Among other attributes and qualifications common to all Directors are their ability to review critically, evaluate, question and discuss information provided to them (including information requested by the Directors), to interact effectively with the Adviser, other service providers, counsel and the Fund's independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. In addition to his or her service as a Director of the Fund and other AllianceBernstein Funds as noted in the table above: Mr. Dobkin has experience as an executive of a number of organizations and served as Chairman of the Audit Committee of many of the AllianceBernstein Funds from 2001 to 2008; Mr. Downey has experience in the investment advisory business including as Chairman and Chief Executive Officer of a large fund complex and as director of a number of non-AllianceBernstein funds and as Chairman of a non-AllianceBernstein closed-end fund; Mr. Foulk has experience in the investment advisory and securities businesses, including as Deputy Controller and Chief Investment Officer of the State of New York (where his responsibilities included bond issuances, cash management and oversight of the New York Common Retirement Fund), has served as Chairman of the AllianceBernstein Funds and of the Independent Directors Committee since 2003, and is active in a number of mutual fund related organizations and committees; Mr. Guzy has experience as a corporate director including as Chairman of a public company and Chairman of the Finance Committee of a large public technology company; Ms. Jacklin has experience as a financial services regulator including as U.S. 7

Executive Director of the International Monetary Fund, which is responsible for ensuring the stability of the international monetary system, and as a financial services lawyer in private practice; Mr. Keith has experience as an executive of the Adviser with responsibility for, among other things, the AllianceBernstein Funds; Mr. Moody has experience as a certified public accountant including experience as Vice-Chairman and U.S. and Global Investment Management Practice Partner for a major accounting firm, is a member of the governing council of an organization of independent directors of mutual funds, and has served as Chairman of the Audit Committee of most of the AllianceBernstein Funds since 2008; Mr. Turner has experience as a director (including Chairman and Chief Executive Officer of a number of companies) and as a venture capital investor including prior service as general partner of three institutional venture capital partnerships; and Mr. Weiner has experience as a securities lawyer whose practice includes registered investment companies and as Chairman, director or trustee of a number of boards, and has served as Chairman of the Governance and Nominating Committee of most of the AllianceBernstein Funds. The disclosure herein of a director's experience, qualifications, attributes and skills does not impose on any such director any duties, obligations, or liability that are greater than the duties, obligations, and liability imposed on such director as a member of the Board and any committee thereof in the absence of such experience, qualifications, attributes and skills. Board Structure and Oversight Function. The Board is responsible for oversight of the Fund. The Fund has engaged the Adviser to manage the Portfolios on a day-to-day basis. The Board is responsible for overseeing the Adviser and the Fund's other service providers in the operations of the Fund in accordance with the Fund's investment objective and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable Federal, state and other securities and other laws, and the Fund's charter and bylaws. The Board meets in-person at regularly scheduled meetings eight times throughout the year. In addition, the Directors may meet in-person or by telephone at special meetings or on an informal basis at other times. The Independent Directors also regularly meet without the presence of any representatives of management. As described below, the Board has established four standing committees - the Audit, Governance and Nominating, Independent Directors, and Fair Valuation Committees - and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee is composed exclusively of Independent Directors. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also engaged independent legal counsel, and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities. An Independent Director serves as Chairman of the Board. The Chairman's duties include setting the agenda for each Board meeting in consultation with management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Independent Directors and management. The Directors have determined that the Board's leadership by an Independent Director and its committees composed exclusively of Independent Directors is appropriate because they believe it sets the proper tone to the relationships between the Fund, on the one hand, and the Adviser and other service providers, on the other, and facilitates the exercise of the Board's independent 8

judgment in evaluating and managing the relationships. In addition, the Fund is required to have an Independent Director as Chairman pursuant to certain 2003 regulatory settlements involving the Adviser. Risk Oversight. The Fund is subject to a number of risks, including investment, compliance and operational risks. Day-to-day risk management with respect to the Fund resides with the Adviser or other service providers (depending on the nature of the risk), subject to supervision by the Adviser. The Board has charged the Adviser and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrable and material adverse effects on the Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above. Risk oversight forms part of the Board's general oversight of the Fund's investment program and operations and is addressed as part of various regular Board and committee activities. The Fund's investment management and business affairs are carried out by or through the Adviser and other service providers. Each of these persons has an independent interest in risk management but the policies and the methods by which one or more risk management functions are carried out may differ from the Fund's and each other's in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management is provided by the Board and the Audit Committee. The Directors regularly receive reports from, among others, management (including the Global Heads of Investment Risk and Trading Risk of the Adviser), the Fund's Senior Officer (who is also the Fund's chief compliance officer), its independent registered public accounting firm, counsel, and internal auditors for the Adviser, as appropriate, regarding risks faced by the Fund and the Adviser's risk management programs. Not all risks that may affect the Fund can be identified, nor can controls be developed to eliminate or mitigate their occurrence or effects. It may not be practical or cost-effective to eliminate or mitigate certain risks, the processes and controls employed to address certain risks may be limited in their effectiveness, and some risks are simply beyond the reasonable control of the Fund or the Adviser, its affiliates or other service providers. Moreover, it is necessary to bear certain risks (such as investment-related risks) to achieve the Fund's goals. As a result of the foregoing and other factors the Fund's ability to manage risk is subject to substantial limitations. As of September 2, 2010, to the knowledge of management, the Directors and officers of the Fund, both individually and as a group, owned less than 1% of the shares of the Fund and each respective Portfolio. Additional information related to the equity ownership of the Directors and the compensation they received from the Fund is presented in Appendix B. During the Fund's most recently completed fiscal year, the Directors as a group did not engage in the purchase or sale of more than 1% of any class of securities of the Adviser or of any of its parents or subsidiaries. During the Fund's fiscal year ended in 2009, the Board met eight times. Each Director attended at least 75% of the total number of meetings of the Board held during the fiscal year and, if a member, at least 75% of the total number of meetings of the 9

committees held during the period for which he or she served. The Fund does not have a policy that requires a Director to attend annual meetings of stockholders but the Fund encourages such attendance. The Board has four standing committees: an Audit Committee, a Governance and Nominating Committee, an Independent Directors Committee, and a Fair Value Pricing Committee. The members of the Fund's committees are identified above in the table listing the Directors. The function of the Audit Committee is to assist the Board in its oversight of the Fund's financial reporting process. The Audit Committee met twice during the Fund's most recently completed fiscal year. The Governance and Nominating Committee met four times during the Fund's most recently completed fiscal year. The Board has adopted a charter for its Governance and Nominating Committee, which is available at www.alliancebernstein.com (click on AllianceBernstein Mutual Fund Investors then US then Investment Products/Mutual Funds). Pursuant to the charter of the Governance and Nominating Committee, the Committee assists the Board in carrying out its responsibilities with respect to governance of the Fund and identifies, evaluates and selects and nominates candidates for the Board. The Committee may also set standards or qualifications for Directors and reviews at least annually the performance of each Director, taking into account factors such as attendance at meetings, adherence to Board policies, preparation for and participation at meetings, commitment and contribution to the overall work of the Board and its committees, and whether there are health or other reasons that might affect the Director's ability to perform his or her duties. The Committee may consider candidates as Directors submitted by the Fund's current Board members, officers, investment adviser, stockholders and other appropriate sources. The Governance and Nominating Committee will consider candidates submitted by a stockholder or group of stockholders who have beneficially owned at least 5% of a Portfolio's outstanding common stock or shares of beneficial interest for at least two years prior to the time of submission and who timely provide specified information about the candidates and the nominating stockholder or group. To be timely for consideration by the Committee, the submission, including all required information, must be submitted in writing to the attention of the Secretary at the principal executive offices of the Fund not less than 120 days before the date of the proxy statement for the previous year's annual meeting of stockholders or, if an annual meeting was not held in the previous year, all required information must be received within a reasonable amount of time before the Fund begins to print and mail its proxy materials. The Committee will consider only one candidate submitted by such a stockholder or group for nomination for election at an annual meeting of stockholders. The Committee will not consider self-nominated candidates. The Governance and Nominating Committee will consider and evaluate candidates submitted by stockholders on the basis of the same criteria as those used to consider and evaluate candidates submitted from other sources. These criteria include the candidate's relevant knowledge, experience, and expertise, the candidate's ability to carry out his or her duties in the best interests of the Fund and the candidate's ability to qualify as an Independent Director. When assessing a candidate for nomination, the Committee considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. 10

The function of the Fair Value Pricing Committee is to consider, in advance if possible, any fair valuation decision of the Adviser's Valuation Committee relating to a security held by a Portfolio made under unique or highly unusual circumstances not previously addressed by the Valuation Committee that would result in a change in the Portfolio's net asset value by more than $0.01 per share. The Fair Value Pricing Committee did not meet during the Fund's most recently completed fiscal year. The function of the Independent Directors Committee is to consider and take action on matters that the Board or Committee believes should be addressed in executive session of the Independent Directors, such as review and approval of the Investment Advisory, Distribution Services and Transfer Agency Agreements. The Independent Directors Committee met eight times during the Fund's most recently completed fiscal year. The Board has adopted a process for stockholders to send communications to the Board. To communicate with the Board or an individual Director, a stockholder must send a written communication to the Fund's principal office at the address listed in the Notice of Annual Meeting of Stockholders accompanying this Proxy Statement, addressed to the Board or the individual Director. All stockholder communications received in accordance with this process will be forwarded to the Board or the individual Director to whom or to which the communication is addressed. The Board unanimously recommends that the stockholders vote FOR each of the nominees to serve as a Director of the Fund. The election of a nominee as Director requires the affirmative vote of a plurality of the votes cast. PROPOSAL TWO CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES REGARDING COMMODITIES Section 8(b) of the 1940 Act requires a fund to disclose whether it has a policy to engage in certain activities. Under the 1940 Act, these policies are "fundamental" and may not be changed without a stockholder vote. The Board considered and approved the Adviser's recommendation for the modification of the fundamental commodities policies of the Portfolios. The Portfolios' current fundamental commodities policies prohibit the purchase or sale of commodities regulated by the Commodity Futures Trading Commission ("CFTC") under the Commodity Exchange Act ("CEA") except for futures contracts and options on futures contracts. The Portfolios' fundamental commodities policies reflected legal requirements in effect at the time the current policies were adopted. The derivates transactions regulated as commodities by the CFTC under the CEA were futures and options on futures and options on physical commodities. Swaps, including forward currency exchange contracts, were specifically excluded from regulation by the CFTC. As part of its recent financial reform initiative, Congress recently enacted legislation that, among other things, amends the CEA to subject swaps, including forward currency exchange contracts, to CFTC regulation. As a result, the current commodities policies, which specifically refer to commodities regulated by the CFTC, could potentially limit the Portfolios' flexibility to engage in certain swaps and forward currency exchange contracts following regulations implementing the legislation. In order 11

to clarify that the Portfolios may continue to engage in the same derivatives transactions that they are permitted to engage in today, regardless of whether a governmental agency may regulate these instruments in the future, the Adviser recommended, and the Directors approved, the following fundamental policy for each Portfolio: The Portfolio may purchase or sell commodities or options thereon to the extent permitted by applicable law. The proposed fundamental policy would make it clear that the Portfolios may continue to engage in swaps, forward currency exchange contracts, as well as futures, options on futures, and any other commodity or commodities contracts. The Portfolios' investments in commodities will be reflected in investment policies approved by the Directors and disclosed in the Portfolios' Prospectus and Statement of Additional Information. The Adviser will continue to manage the Portfolios under the policies previously approved by the Directors and the proposed amendments would not result in a change to a Portfolio's risk exposure. The amended policy would permit the Portfolios' investment policies to reflect changes in statutory and regulatory requirements without incurring the time and expense of obtaining stockholder approval to change the policies and avoid issues relating to any future changes in the regulation of commodities. Approval of Proposal Two requires the affirmative vote of the holders of a "majority of the outstanding voting securities," of each Portfolio, as defined in the 1940 Act, which means the lesser of (i) 67% or more of the voting securities of the Portfolio present or represented by proxy if the holders of more than 50% of the Portfolio's outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Portfolio ("1940 Act Majority Vote"). The Board, including the Independent Directors, of the Fund unanimously recommends that the stockholders of each Portfolio vote FOR Proposal Two. Part III--Independent Registered Public Accounting Firm Approval of Independent Registered Public Accounting Firm by the Board The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the Fund's independent registered public accounting firm. In addition, the Board approved the independent registered public accounting firm of the Portfolios as required by the 1940 Act on the date specified below. At meetings held on November 3-5, 2009, the Board approved by the vote, cast in person, of a majority of the Directors, including a majority of the Directors who are not "interested persons" of the Fund, Ernst & Young LLP, independent registered public accounting firm, to audit the Portfolios' accounts for the fiscal year ending December 31, 2010. Ernst & Young LLP has audited the accounts for the Portfolios' last two fiscal years, and has represented that it does not have any direct financial interest or any material indirect financial interest in any of the Portfolios. Representatives of Ernst & Young are expected to attend the Meeting and to have the opportunity to make a statement and respond to appropriate questions from the stockholders. 12

Independent Registered Public Accounting Firm's Fees The following table sets forth the aggregate fees billed by the independent registered public accounting firm for each Portfolio's last two fiscal years for professional services rendered for: (i) the audit of the Portfolio's annual financial statements included in the Fund's annual reports to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Portfolio's financial statements and are not reported under (i), which include advice and education on accounting and auditing issues and consent letters; (iii) tax compliance, tax advice and tax return preparation; and (iv) aggregate non-audit services provided to the Portfolio, the Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund ("Service Affiliates"), which include conducting an annual internal control report pursuant to Statement on Auditing Standards No. 70. No other services were provided to any Portfolio during this period. TABLE 1
ALL FEES FOR NON-AUDIT SERVICES ALL OTHER PROVIDED FEES FOR TO THE SERVICES PORTFOLIO, AUDIT PROVIDED THE ADVISER FISCAL AUDIT RELATED TAX TO AND SERVICE NAME OF PORTFOLIO YEAR FEES FEES FEES PORTFOLIO AFFILIATES ----------------------------------- ------ ------- ------- ------- --------- ------------ AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,939 n/a $870,098 Balanced Wealth Strategy Portfolio 2009 $31,457 $ 7,200 $ 9,841 n/a $959,613 AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,079 n/a $850,465 Global Thematic Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,066 n/a $850,452 Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $12,236 n/a $851,622 Growth and Income Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $34,983 $ 3,566 $11,049 n/a $852,304 Intermediate Bond Portfolio 2009 $34,985 $10,000 $ 9,671 n/a $942,243 AllianceBernstein VPS 2008 $32,319 $ 5,697 $12,390 n/a $861,744 International Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $12,810 n/a $852,196 International Value Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $12,029 n/a $851,415 Large Cap Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $ 8,589 n/a $847,975 Money Market Portfolio 2009 $31,457 $ -- $ 6,747 n/a $939,319 AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,048 n/a $850,434 Real Estate Investment Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,046 n/a $850,432 Small Cap Growth Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,977 n/a $851,363 Small/Mid Cap Value Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413 AllianceBernstein VPS 2008 $32,319 $ 1,697 $11,960 n/a $851,346 Value Portfolio 2009 $31,457 $ -- $ 9,841 n/a $942,413
13

Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund's Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Portfolios by the Portfolios' independent registered public accounting firm. The Fund's Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Portfolios. All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in Table 1 are for services pre-approved by the Audit Committee. The amounts of the Fees for Non-Audit Services provided to the Portfolios, the Adviser and Service Affiliates in Table 1 for the Portfolios that were subject to pre-approval by the Audit Committee for 2008 and 2009 are presented below in Table 2 (includes conducting an annual internal control report pursuant to Statement on Accounting Standards No. 70). The Audit Committee has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Portfolios' independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the independent registered public accounting firm's independence. TABLE 2
FEES FOR NON-AUDIT SERVICES PROVIDED TO THE PORTFOLIO, THE ADVISER AND PORTION SERVICE AFFILIATES COMPRISED PORTION SUBJECT TO OF AUDIT COMPRISED PRE-APPROVAL BY RELATED OF TAX NAME OF PORTFOLIO AUDIT COMMITTEE FEES FEES --------------------------------------------- ---- ------------------ --------- --------- AllianceBernstein VPS Balanced Wealth 2008 $167,786 $ 1,697 $11,939 Strategy Portfolio 2009 $270,887 $ 7,200 $ 9,841 AllianceBernstein VPS Global Thematic 2008 $157,540 $ 1,697 $11,079 Growth Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Growth Portfolio 2008 $157,527 $ 1,697 $11,066 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Growth and 2008 $158,697 $ 1,697 $12,236 Income Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Intermediate 2008 $159,379 $ 3,566 $11,049 Bond Portfolio 2009 $253,517 $10,000 $ 9,671 AllianceBernstein VPS International 2008 $165,835 $ 5,697 $12,390 Growth Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS International 2008 $159,271 $ 1,697 $12,810 Value Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Large Cap 2008 $158,490 $ 1,697 $12,029 Growth Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Money Market Portfolio 2008 $155,050 $ 1,697 $ 8,589 2009 $250,593 $ 0 $ 6,747 AllianceBernstein VPS Real Estate 2008 $157,509 $ 1,697 $11,048 Investment Portfolio 2009 $253,687 $ 0 $ 9,841
14

FEES FOR NON-AUDIT SERVICES PROVIDED TO THE PORTFOLIO, THE ADVISER AND PORTION SERVICE AFFILIATES COMPRISED PORTION SUBJECT TO OF AUDIT COMPRISED PRE-APPROVAL BY RELATED OF TAX NAME OF PORTFOLIO AUDIT COMMITTEE FEES FEES -------------------------------------- ---- ------------------ --------- --------- AllianceBernstein VPS Small Cap 2008 $157,507 $1,697 $11,046 Growth Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Small/Mid Cap 2008 $158,438 $1,697 $11,977 Value Portfolio 2009 $253,687 $ 0 $ 9,841 AllianceBernstein VPS Value Portfolio 2008 $158,421 $1,697 $11,960 2009 $253,687 $ 0 $ 9,841
Part IV--Proxy Voting and Stockholder Meetings All properly executed and timely received proxies will be voted in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked on the proxies, the votes will be cast (i) for the election of each of the nominees as a Director (Proposal One) and (ii) for the amendment of the Portfolios' fundamental investment policies regarding commodities, (Proposal Two). If no specification is made on a properly executed proxy, it will be voted for the matters specified on the Proxy Card. Those stockholders who hold shares directly and not through a broker or nominee (that is, a stockholder of record) may authorize their proxies to cast their votes by completing a Proxy Card and returning it by mail in the enclosed postage-paid envelope as well as by telephoning toll free (866) 451-3783. Owners of shares held through a broker or nominee (who is a stockholder of record for those shares) should follow directions provided to the stockholder by the broker or nominee to submit voting instructions. Instructions to be followed by a stockholder of record to submit a proxy via telephone or through the Internet, including use of the Control Number on the stockholder's Proxy Card, are designed to verify stockholder identities, to allow stockholders to give voting instructions and to confirm that stockholder instructions have been recorded properly. Stockholders who authorize proxies by telephone should not also return a Proxy Card. A stockholder of record may revoke the stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Portfolios at 1345 Avenue of the Americas, New York, New York 10105, by authorizing a later-dated proxy (either by signing and mailing another Proxy Card or by telephone or through the Internet, as indicated above), or by personally attending and voting at the Meeting. Properly executed proxies may be returned with instructions to abstain from voting or to withhold authority to vote (an "abstention") or represent a broker "non-vote" (which is a proxy from a broker or nominee indicating that the broker or nominee has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote). The approval of Proposal One requires the affirmative vote of a plurality of the votes cast. The approval of Proposal Two requires a 1940 Act Majority Vote. Abstentions 15

and broker non-votes, if any, will be considered present for purposes of determining the existence of a quorum. Abstentions and broker non-votes, if any, not being votes cast, will have no effect on the outcome of Proposal One. With respect to Proposal Two, an abstention or broker non-vote, if any, will be considered present for purposes of determining the existence of a quorum but will have the effect of a vote against those proposals. If any matter other than the proposals properly comes before the Meeting, the shares represented by proxies will be voted on all such other proposals in the discretion of the person or persons voting the proxies. The Fund has not received notice of, and is not otherwise aware of, any other matter to be presented at the Meeting. A quorum for the Meeting will consist of the presence in person or by proxy of the holders of record of one-third of the shares of the Fund outstanding and entitled to vote at the Meeting. Whether or not a quorum is present at the Meeting, if sufficient votes in favor of the position recommended by the Board on any Proposal described in the Proxy Statement are not timely received, the persons named as proxies may, but are under no obligation to, with no other notice than announcement at the Meeting, propose and vote for one or more adjournments of the Meeting for up to 120 days after the Record Date to permit further solicitation of proxies. The Meeting may be adjourned with respect to fewer than all the Proposals in the Proxy Statement and a stockholder vote may be taken on any one or more of the Proposals prior to any adjournment if sufficient votes have been received for approval thereof. Shares represented by proxies indicating a vote contrary to the position recommended by a majority of the Board on a Proposal will be voted against adjournment as to that Proposal. The Adviser has engaged Broadridge Financial Solutions, Inc., 60 Research Road, Hingham, MA 02043 to assist in soliciting proxies for the Meeting, including contacting stockholders by telephone or other electronic means to solicit stockholders on behalf of the Fund. Broadridge will receive no fee for its services. Other proxy solicitation costs will be borne by the Portfolios. 16

Part V--Other Information OFFICERS OF THE FUND Certain information concerning the Fund's officers is set forth below. Each of the Fund's officers is elected by the Board and serve for a term of one year and until his or her successor is duly elected and qualifies.
NAME, ADDRESS* AND POSITION(S) PRINCIPAL OCCUPATION DURING THE AGE (MONTH AND YEAR FIRST ELECTED) PAST 5 YEARS ------------------------------------------------------------------------------------------------------- Robert M. Keith, President and Chief Executive Officer See biography above. 50 (09/08) Philip L. Kirstein, Senior Vice President and Independent Senior Vice President and Independent 65 Compliance Officer (10/04) Compliance Officer of the AllianceBernstein Mutual Funds, with which he has been associated since October 2004. Prior thereto, he was Of Counsel to Kirkpatrick & Lockhart, LLP from October 2003 to October 2004, and General Counsel of Merrill Lynch Investment Managers, L.P. since prior to March 2003. Joseph J. Mantineo, Treasurer and Chief Financial Officer Senior Vice President of AllianceBernstein 51 (8/06) Investor Services, Inc. ("ABIS"),** with which he has been associated since prior to 2005. Phyllis J. Clarke, Controller Vice President of ABIS,** with which she 49 (5/09) has been associated since prior to 2005. Emilie D. Wrapp, Secretary Senior Vice President, Assistant General 54 (10/05) Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2005.
-------- * The address for the Funds' officers is 1345 Avenue of the Americas, New York, New York 10105. **An affiliate of the Fund. INFORMATION AS TO THE FUND'S INVESTMENT ADVISER AND DISTRIBUTOR The Fund's investment adviser is AllianceBernstein L.P., 1345 Avenue of the Americas, New York, New York 10105. The investment adviser also provides certain administrative services to the Fund. The Fund's distributor is AllianceBernstein Investments, Inc. ("ABI"), 1345 Avenue of the Americas, New York, New York 10105. OTHER MATTERS Management of the Fund does not know of any matters properly to be presented at the Meeting other than those mentioned in this Proxy Statement. If any other matters properly come before the Meeting, the shares represented by proxies will be voted with respect thereto in the discretion of the person or persons voting the proxies. 17

STOCK OWNERSHIP Information regarding person(s) who owned of record or were known by a Portfolio to beneficially own 5% or more of a Portfolio's shares (or class of shares, if applicable) on August 1, 2010 is provided in Appendix C. SUBMISSION OF PROPOSALS FOR NEXT MEETING OF STOCKHOLDERS The Portfolios do not hold stockholder meetings annually. Any stockholder who wishes to submit a proposal to be included in a Portfolio's proxy statement and form of proxy card for a Portfolio's next meeting of stockholders should send the proposal to the Portfolio so as to be received within a reasonable time before a Portfolio begins to print and mail its proxy materials relating to such meeting. A stockholder who wishes (a) to submit a proposal at a stockholders meeting but does not want the proposal to appear in the Portfolio's proxy statement or proxy card, or (b) to submit a nomination for director at an annual meeting of stockholders, should consult the Fund's Bylaws for timing and informational requirements. The Bylaws of the Fund currently provide that, in any year in which an annual meeting of stockholders is to be held, to be timely, a stockholder's notice of a nomination or proposal shall set forth all information required under the Bylaws and shall be delivered to the Secretary of the Fund at the principal executive office of the Fund not earlier than the 150th day prior to the anniversary of the date of mailing of the notice for the preceding annual meeting nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the anniversary of the date of mailing of the notice for the preceding annual meeting. In the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary of the date of the preceding annual meeting, notice by the stockholder to be timely must be delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. REPORTS TO STOCKHOLDERS THE FUND WILL FURNISH EACH PERSON TO WHOM THIS PROXY STATEMENT IS DELIVERED WITH A COPY OF ITS LATEST ANNUAL REPORT TO STOCKHOLDERS AND ITS SUBSEQUENT SEMI-ANNUAL REPORT TO STOCKHOLDERS, IF ANY, UPON REQUEST AND WITHOUT CHARGE. TO REQUEST A COPY, PLEASE CALL ALLIANCEBERNSTEIN INVESTMENTS, INC. AT (800) 227-4618 OR WRITE TO KRISTINE ANTOJA AT ALLIANCEBERNSTEIN L.P., 1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105. By Order of the Board of Directors, Emilie D. Wrapp Secretary September 15, 2010 New York, New York 18

APPENDIX A OUTSTANDING VOTING SHARES A list of the outstanding voting shares for each of the Portfolios as of the close of business on the Record Date is presented below. Each share is entitled to cast one vote at the meeting.
PORTFOLIO NAME NUMBER OF OUTSTANDING SHARES ---------------------------------------------------------------------------------------- CLASS A CLASS B ---------------------------------------------------------------------------------------- AllianceBernstein VPS Balanced Wealth Strategy Portfolio 6,261,416 44,919,231 AllianceBernstein VPS Global Thematic Growth Portfolio 3,460,625 7,674,480 AllianceBernstein VPS Growth Portfolio 1,947,641 3,291,190 AllianceBernstein VPS Growth and Income Portfolio 12,257,589 49,808,391 AllianceBernstein VPS Intermediate Bond Portfolio 10,231,314 3,431,187 AllianceBernstein VPS International Growth Portfolio 6,953,499 4,210,582 AllianceBernstein VPS International Value Portfolio 8,496,404 93,524,164 AllianceBernstein VPS Large Cap Growth Portfolio 7,575,384 8,620,530 AllianceBernstein VPS Money Market Portfolio 21,269,456 31,544,534 AllianceBernstein VPS Real Estate Investment Portfolio 5,082,409 1,237,576 AllianceBernstein VPS Small Cap Growth Portfolio 1,773,130 1,208,092 AllianceBernstein VPS Small/Mid Cap Value Portfolio 10,289,388 22,372,875 AllianceBernstein VPS Value Portfolio 177,944 22,695,664
~~A-1~~

APPENDIX B ADDITIONAL INFORMATION REGARDING DIRECTORS Ownership in the Fund It is the policy of the Board of Directors of the Fund that each Independent Director will invest a minimum of $250,000 in shares of investment companies in the AllianceBernstein Fund Complex within 12 months of becoming an Independent Director. The Directors do not own any shares of the Portfolios of the Fund, however, as individuals are not allowed to purchase such shares. The aggregate dollar range of securities owned by each Director and Nominee in the AllianceBernstein Fund Complex is set forth below. Aggregate Dollar Range of Equity Securities in the Funds in the AllianceBernstein Fund Complex Director as of 9/2/2010 John H. Dobkin Over $100,000 Michael J. Downey Over $100,000 William H. Foulk, Jr. Over $100,000 D. James Guzy Over $100,000 Nancy P. Jacklin Over $100,000 Robert M. Keith Over $100,000 Garry L. Moody Over $100,000 Marshall C. Turner, Jr. Over $100,000 Earl D. Weiner Over $100,000

Compensation from the Fund The aggregate compensation paid by the Fund to the Directors during the fiscal year ended in 2009, the aggregate compensation paid to the Directors during calendar year 2009 by all of the investment companies in the AllianceBernstein Fund Complex, and the total number of investment companies in the AllianceBernstein Fund Complex as to which the Directors are a director or trustee and the number of investment portfolios as to which the Directors are directors or trustees, are set forth below. Neither the Fund nor any other investment company in the AllianceBernstein Fund Complex provides compensation in the form of pension or retirement benefits to any of its Directors or pay compensation to officers of the Fund. ~~B-1~~

NUMBER OF NUMBER OF INVESTMENT INVESTMENT PORTFOLIOS WITHIN COMPANIES IN THE THE COMPENSATION ALLIANCEBERNSTEIN ALLIANCEBERNSTEIN FROM THE FUND COMPLEX, FUND COMPLEX, COMPENSATION FROM ALLIANCEBERNSTEIN INCLUDING THE INCLUDING THE THE FUND DURING FUND COMPLEX, FUND, AS TO WHICH FUND, AS TO WHICH ITS FISCAL YEAR INCLUDING THE THE DIRECTOR IS A THE DIRECTOR IS A NAME OF DIRECTOR ENDED IN 2009 FUND, DURING 2009 DIRECTOR OR TRUSTEE DIRECTOR OR TRUSTEE ------------------------ ----------------- ----------------- ------------------- ------------------- John H. Dobkin $ 5,587 $242,200 32 93 Michael J. Downey $ 5,587 $241,000 32 93 William H. Foulk, Jr. $10,510 $484,400 34 95 D. James Guzy $ 5,587 $241,000 32 93 Nancy P. Jacklin $ 5,587 $242,200 32 93 Garry L. Moody $ 6,410 $270,200 31 91 Marshall C. Turner, Jr. $ 5,587 $242,260 32 93 Earl D. Weiner $ 6,003 $260,200 32 93
~~B-2~~

APPENDIX C STOCK OWNERSHIP The following person(s) owned of record or were known by the Fund to beneficially own 5% or more of a Portfolio's shares (or class of shares, if applicable) as of August 1, 2010.
% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ---------------------------------------------------- ALLIANCEBERNSTEIN VPS BALANCED WEALTH STRATEGY PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 5,720,422 90.34% American International Life Insurance Company of NY Attn: Ed Bacon 2727A Allen Pkwy Mail Stop 4D-1 Houston, TX 77019-2116 362,890 5.73% Class B Shares SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 4,996,698 11.09% GE Life and Annuity Assurance Company 6610 W Broad St Bldg 3, 5th Floor Attn: Variable Accounting Richmond, VA 23230-1702 2,509,754 5.57% Hartford Life and Annuity Separate Account Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 11,850,940 26.31% Hartford Life Separate Account 1A Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 4,452,623 9.89% Separate Account A of Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660-6307 11,209,451 24.89%

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ------------------------------------------------- Sunlife Assurance Company of Canada (US) One Sunlife Executive Park Wellesley Hills, MA 02481 4,701,408 10.44% ALLIANCEBERNSTEIN VPS GLOBAL THEMATIC GROWTH PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,209,870 34.52% American International Life Insurance Company of NY Attn: Ed Bacon 2727A Allen Pkwy Mail Stop 4D-1 Houston, TX 77019-2116 241,433 6.89% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 1,334,315 38.07% Merrill Lynch Life Insurance Company ML-Retirement Plus A 4333 Edgewood Rd NE Cedar Rapids, IA 52499-0001 403,249 11.51% Class B Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 552,258 7.02% IDS Life Insurance Co 222 AXP Financial Ctr Minneapolis, MN 55474-0014 988,195 12.56% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 3,474,362 44.16%
~~C-1~~

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ------------------------------------------------- ALLIANCEBERNSTEIN VPS GROWTH PORTFOLIO Class A Shares AIG Life Insurance Company Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,264,797 63.84% American International Life Insurance Company of NY Attn: Ed Bacon 2727A Allen Pkwy Mail Stop 4D-1 Houston, TX 77019-2116 249,311 12.58% Class B Shares Allstate Life Insurance Company N. Plaza 2775 Sanders Rd. Northbrook, IL 60062 1,493,744 44.55% American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 911,366 27.18% SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 533,122 15.90% ALLIANCEBERNSTEIN VPS GROWTH AND INCOME PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 3,513,371 27.83% ING Life Insurance and Annuity Company Attn: ING Fund Operations 1 Orange Way #B3N Windsor, CT 06095-4773 1,246,946 9.88% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 4,008,230 31.75%

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES -------------------------------------------------- Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 688,071 5.45% Class B Shares Allmerica Financial Life Insurance & Annuity Company One Security Benefit Place Topeka, KS 66636-1000 3,430,418 6.79% Allstate Life Insurance Company 544 Lakeview Pkwy Suite L3G Vernon Hills, IL 60061-1826 4,642,646 9.18% American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 3,670,090 7.26% GE Life and Annuity Assurance Company 6610 W Broad St Bldg 3, 5th Floor Attn: Variable Accounting Richmond, VA 23230-1702 4,274,364 8.46% IDS Life Insurance Corp 1438 AXP Financial Ctr Minneapolis, MN 55474-0014 10,885,887 21.54% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 11,212,037 22.18% ALLIANCEBERNSTEIN VPS INTERMEDIATE BOND PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 8,590,756 82.02% American International Life Insurance Company of NY Attn: Ed Bacon 2727A Allen Pkwy Mail Stop 4D-1 Houston, TX 77019-2116 927,130 8.85%
~~C-2~~

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES --------------------------------------------------- Class B Shares American Enterprise Life Insurance Company 1438-AXP Minneapolis, MN 55474-0001 190,652 5.59% SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 2,619,093 76.77% Hartford Life Separate Account 1A Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 274,917 8.06% Sun Life Assurance Company of Canada (US) Attn: James Joseph P.O. Box 9133 Wellesley Hills, MA 02481-4901 178,954 5.25% ALLIANCEBERNSTEIN VPS INTERNATIONAL GROWTH PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 2,526,652 35.82% Great West Life & Annuity Insurance Company FBO Schwab Annuities Attn: Investment Div 2T2 8515 E. Orchard Rd Englewood, CO 80111-5002 990,572 14.04% The Prudential Insurance Company of America C/O Prubenefit Laureate 80 Livingston Ave Bldg ROS3 Roseland, NJ 07068-1733 2,571,201 36.45% Class B Shares SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 594,475 13.95%

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES --------------------------------------------------- Hartford Life and Annuity Separate Account Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 1,938,393 45.48% Hartford Life Separate Account 1A Attn: UIT Operations P.O. Box 2999 Hartford CT, 06104-2999 459,574 10.78% Sun Life Assurance Company of Canada (US) One Sunlife Executive Park Wellesley Hills, MA 02481 869,912 20.41% ALLIANCEBERNSTEIN VPS INTERNATIONAL VALUE PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,175,364 12.45% AUL American Individual Variable Annuity Unit Trust 1 One American SQ P.O. Box 368 Indianapolis, IN 46206-0368 676,985 7.17% Great West Life & Annuity Insurance Company FBO Schwab Annuities 8515 E. Orchard Rd Attn: Investment Div 2T2 Englewood, CO 80111-5002 545,877 5.78% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 1,409,040 14.92% Nationwide Life Insurance Co. C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 755,363 8.00% Nationwide Life Insurance Co. C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 526,448 5.58%
~~C-3~~

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ---------------------------------------------------- Nationwide Life Insurance Co. C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 1,176,681 12.46% Sun Life Assurance Company of Canada (US) Large Case Vul Separate Acct G Attn: Howard Harding One Sun Life Executive Park Wellesley Hills, MA 02481 878,726 9.31% Class B Shares GE Life and Annuity Assurance Company 6610 W Broad St Bldg 3, 5th Floor Attn: Variable Accounting Richmond, VA 23230-1702 6,270,589 6.60% Hartford Life and Annuity Separate Account Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 20,058,491 21.12% Hartford Life Separate Account 1A Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 7,972,918 8.39% IDS Life Insurance Corp 1438 AXP Financial Ctr Minneapolis, MN 55474-0014 32,280,889 33.99% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 10,776,686 11.35% Sun Life Assurance Company of Canada (US) One Sunlife Executive Park Wellesley Hills, MA 02481 6,088,823 6.41% ALLIANCEBERNSTEIN VPS LARGE CAP GROWTH PORTFOLIO Class A Shares Allmerica Financial Life Insurance & Annuity Company One Security Benefit Place Topeka, KS 66636-1000 457,814 5.95%

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ------------------------------------------------- American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,733,030 22.53% Merrill Lynch Life Insurance Company ML-Retirement Plus A 4333 Edgewood Rd NE Cedar Rapids, IA 52499-0001 3,074,008 39.97% Merrill Lynch Life Insurance Company ML-Life V 4333 Edgewood Rd NE Cedar Rapids, IA 52499-0001 527,765 6.86% Class B Shares Allmerica Financial Life Insurance & Annuity Company One Security Benefit Place Topeka, KS 66636-1000 1,382,854 15.78% Allstate Life Insurance Company N. Plaza 2775 Sanders Rd. Northbrook, IL 60062 848,873 9.68% American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,084,495 12.37% GE Life and Annuity Assurance Company 6610 W. Broad St Bldg 3, 5th Floor Attn: Variable Accounting Richmond, VA 23230-1702 628,621 7.17% Horace Mann Life Insurance Co. Separate Account Horace Mann Springfield, IL 62715-0001 1,207,167 13.77% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 531,836 6.07% Transamerica Life Ins Co. FMD Operational Accounting 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 582,601 6.65%
~~C-4~~

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES -------------------------------------------------- ALLIANCEBERNSTEIN VPS MONEY MARKET PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 14,525,298 67.90% American International Life Insurance Company of NY Attn: Ed Bacon 2727A Allen Pkwy Mail Stop 4D-1 Houston, TX 77019-2115 1,718,026 8.03% Union Security Insurance Company Separate Account Attn: Bruce Fiedler P.O. Box 64284 St. Paul, MN 55164-0284 4,050,255 18.93% Class B Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 16,667,402 52.23% SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 13,771,724 43.15% ALLIANCEBERNSTEIN VPS REAL ESTATE INVESTMENT PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,285,806 25.23% Great West Life & Annuity Insurance Company FBO Schwab Annuities Attn: Investment Div 2T2 8515 E. Orchard Rd Englewood, CO 80111-5002 1,072,288 21.04%

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ------------------------------------------------- The Prudential Insurance Company of America C/O Prubenefit Laureate 80 Livingston Ave Bldg ROS3 Roseland, NJ 07068-1753 2,421,951 47.53% Class B Shares SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 513,179 40.24% Guardian Ins & Annuity Co Inc 3900 Burgess Pl Bethlehem, PA 18017-9097 213,958 16.78% Guardian Ins & Annuity Co Inc 3900 Burgess Pl Bethlehem, PA 18017-9097 468,814 36.76% ALLIANCEBERNSTEIN VPS SMALL CAP GROWTH PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,360,670 75.93% American International Life Insurance Company of NY Attn: Ed Bacon 2727A Allen Pkwy Mail Stop 4D-1 Houston, TX 77019-2116 109,774 6.13% Principal Life Insurance Co. Attn: Individual Accounting 711 High Street Des Moines, IA 50392-0001 170,852 9.53% Class B Shares SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 444,334 37.14%
~~C-5~~

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ------------------------------------------------- GE Life and Annuity Assurance Company 6610 W Broad St Bldg 3, 5th Floor Attn: Variable Accounting Richmond, VA 23230-1702 509,556 45.59% Horace Mann Life Insurance Company Separate Account Horace Mann Springfield, IL 62715-0001 97,805 8.18% Sun Life Assurance Company of Canada (US) One Sunlife Executive Park Wellesley Hills, MA 02481 90,936 7.60% ALLIANCEBERNSTEIN VPS SMALL/MID CAP VALUE PORTFOLIO Class A Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 1,634,986 15.54% AUL American Individual Variable Annuity Unit Trust 1 One American SQ P.O. Box 368 Indianapolis, IN 46206-0368 894,229 8.50% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 4,889,984 46.49% Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 622,697 5.92% Class B Shares Allstate Life Insurance Company N. Plaza 2775 Sanders Rd. Northbrook, IL 60062 1,691,258 7.48%

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES --------------------------------------------------- Hartford Life and Annuity Separate Account Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 4,675,132 20.67% Hartford Life Separate Account 1A Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 1,304,664 5.77% Lincoln Life Variable Annuity 1300 S Clinton St Fort Wayne, IN 46802-3506 8,888,376 39.30% Nationwide Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus OH, 43218-2029 2,412,898 10.67% ALLIANCEBERNSTEIN VPS VALUE PORTFOLIO Class A Shares Merrill Lynch Life Insurance Company of New York MLNY - IVC Investors Series 4333 Edgewood Rd NE Cedar Rapids, IA 52499-0001 24,720 13.99% Merrill Lynch Life Insurance Company ML - IVC Investors Series 4333 Edgewood Rd NE Cedar Rapids, IA 52499-0001 148,022 83.79% Class B Shares American General Life Insurance Company of Delaware Attn: Ed Bacon 2727A Allen Pkwy # 4D1 Houston, TX 77019-2107 2,397,809 10.43% SunAmerica Annuity and Life Assurance Company Attn: Variable Annuity Accounting 21650 Oxnard St MSC 6-7 Woodland Hills, CA 91367-4901 1,154,294 5.02%
~~C-6~~

% OF NAME AND ADDRESS OF AMOUNT OF CLASS BENEFICIAL OWNER OWNERSHIP SHARES ---------------------------------------------------- Hartford Life and Annuity Separate Account Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 12,133,467 52.77% Hartford Life Separate Account 1A Attn: UIT Operations P.O. Box 2999 Hartford, CT 06104-2999 5,516,039 23.99%
~~C-7~~

AB-VAR-39654-0910 [GRAPHIC] FORM OF PROXY FORM OF PROXY ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON NOVEMBER 5, 2010 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. The undersigned hereby appoints [___________] and [____________], or either of them, as proxies for the undersigned, with full power of substitution in each of them, to attend the Annual Meeting of Stockholders (the "Meeting") of AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") with respect to the portfolios that are each a series of the Fund (each, a "Portfolio", and, collectively, the "Portfolios") to be held at 3:00 p.m., Eastern Time, on November 5, 2010 at the office of the Fund, 1345 Avenue of the Americas, 41st Floor, New York, New York 10105, and any postponements or adjournments thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned if personally present at such Meeting. The undersigned hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and accompanying Proxy Statement, revokes any proxy heretofore given with respect to such Meeting and hereby instructs said proxies to vote said shares as indicated on the reverse side hereof. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST AS INSTRUCTED ON THE REVERSE SIDE HEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO INSTRUCTION IS GIVEN, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR AND "FOR" THE OTHER PROPOSAL AS DESCRIBED IN THE PROXY STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF. VOTE VIA THE INTERNET: www.proxyweb.com VOTE BY TELEPHONE: 1-888-221-0697 Please refer to the Proxy Statement for a discussion of each Proposal. PLEASE VOTE, DATE AND SIGN AND RETURN THIS PROXY CARD PROMPTLY. YOU MAY USE THE ENCLOSED ENVELOPE. Please sign this proxy exactly as your name(s) appear(s) on the records of a Fund. Joint owners should each sign personally. Trustees and other representative should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation or another entity, the signature should be that of an authorized officer who should state his or her full title. ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. AllianceBernstein Balanced Wealth Strategy Portfolio AllianceBernstein Global Thematic Growth Portfolio AllianceBernstein Growth Portfolio AllianceBernstein Growth and Income Portfolio AllianceBernstein Intermediate Bond Portfolio AllianceBernstein International Growth Portfolio AllianceBernstein International Value Portfolio AllianceBernstein Large Cap Growth Portfolio AllianceBernstein Money Market Portfolio AllianceBernstein Real Estate Investment Portfolio AllianceBernstein Small Cap Growth Portfolio AllianceBernstein Small/Mid Cap Value Portfolio AllianceBernstein Value Portfolio Please fill in boxes as shown using black or blue ink or number 2 pencil. Please mark votes as in this example: /X/ For All For All Withhold From Except As Nominees All Nominees Noted Below 1. To elect Directors for the Fund: /_/ /_/ /_/ 01. John H. Dobkin 06. Robert M. Keith 02. Michael J. Downey 07. Garry L. Moody 03. William H Foulk, Jr. 08. Marshall C. Turner, Jr. 04. D. James Guzy 09. Earl D. Weiner 05. Nancy P. Jacklin To withhold authority to vote for any individual, mark the box "FOR ALL EXCEPT" and write the nominee's number on the line provided. __________________________ 2. To Amend the Portfolios' /_/ /_/ /_/ Fundamental Investment Policies regarding commodities. For Against Abstain 3. To transact such other business as may properly come before the Meeting and any adjournments or postponements thereof. Mark here for address change and note at left. /_/ Please be sure to sign, date and return this Proxy promptly. You may use the enclosed envelope. -------------------------------------- (Signature of Stockholder) -------------------------------------- (Signature of joint owner, if any) Date __________, 2010 SK 00250 0451 1127454