Exhibit 99.(h)(7)
ACQUIRED FUND FEE AND EXPENSE WAIVER AGREEMENT
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
April 29, 2015
AllianceBernstein Variable Products Series Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AllianceBernstein L.P. herewith confirms our agreement with you as
follows:
1. You are an open-end, non-diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"Act"). You propose to engage in the business of investing and reinvesting your
assets in accordance with applicable limitations. Pursuant to an Advisory
Agreement dated as of April 29, 2015 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of such assets with
respect to the AB Global Bond Portfolio (the "Portfolio").
2. We hereby agree that, notwithstanding any provision to the
contrary contained in the Advisory Agreement, we shall waive a portion of the
fees payable to us pursuant to the Advisory Agreement ("Advisory Fees") or
reimburse other expenses of the Portfolio as provided herein, to the extent that
such waiver and/or reimbursement is not effectively implemented as a result of
the Expense Limitation Agreement dated April 29, 2015 between you and us with
respect to the Portfolio (the "Expense Limitation Agreement"). We agree that,
through April 29, 2016, Advisory Fees shall be waived and/or Portfolio expenses
shall be reimbursed in an amount equal to the fees and expenses (investment
advisory fees as well as other fees and expenses) indirectly borne by the
Portfolio of registered investment companies or series thereof in which the
Portfolio invests for which we serve as investment adviser.
3. Nothing in this Agreement shall be construed as preventing us
from contractually or voluntarily limiting, waiving or reimbursing other of your
expenses outside the contours of this Agreement during any time period before or
after April 29, 2016; nor shall anything herein be construed as requiring that
we limit, waive or reimburse any of your expenses incurred after April 29, 2016
or, except as expressly set forth herein or in the Expense Limitation Agreement,
prior to such date.
4. This Agreement shall become effective on the date hereof and
remain in effect until April 29, 2016.
5. This Agreement shall be construed in accordance with the laws of
the State of New York, provided, however, that nothing herein shall be construed
as being inconsistent with the Act.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxxxx X. Xxxxx
-------------------------
Xxxxxx X. Xxxxx
Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
Assistant Secretary
