Exhibit 99(h)(8)
EXPENSE LIMITATION AGREEMENT
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
December 16, 2015
AB Variable Product 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, 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 December 16, 2015 (the "Advisory Agreement"), you have
employed us to manage the investment and reinvestment of such assets with
respect to the AB Multi-Manager Alternative Strategies Portfolio (the
"Portfolio").
2. We hereby agree that, notwithstanding any provision to the
contrary contained in the Advisory Agreement, we shall limit as provided
herein the aggregate expenses incurred by the Portfolio, including but not
limited to the fees payable to us pursuant to the Advisory Agreement
("Advisory Fees") and the Portfolio's proportionate share of the fees and
expenses of registered investment companies or series thereof in which the
Portfolio invests, but not including (i) interest expense, (ii) taxes, (iii)
extraordinary expenses, (iv) brokerage commissions and other transaction
costs, and (v) expenses associated with securities sold short (the
"Limitation"). Under the Limitation, we agree that, until two years after the
date that shares of the Portfolio are first offered to the public (the
"Limitation Expiration Date"), such expenses shall not exceed a percentage
(the "Percentage Expense Limitation") of the Portfolio's average daily net
assets equal to, on an annualized basis, 2.15% in the case of the Class A
shares and 2.40% in the case of the Class B shares.
To determine our liability for expenses in excess of the
Percentage Expense Limitation, the amount of allowable fiscal-year-to-date
expenses shall be computed daily by prorating the Percentage Expense
Limitation based on the number of days elapsed within the fiscal year, or
limitation period, if shorter (the "Prorated Limitation"). The Prorated
Limitation shall be compared to the Portfolio's expenses recorded through the
current day in order to produce the allowable expenses to be recorded for the
current day (the "Allowable Expenses").
If Advisory Fees and the Portfolio's other expenses for the current day exceed
the Allowable Expenses, Advisory Fees for the current day shall be reduced by
such excess ("Unaccrued Fees"). In the event such excess exceeds the amount
due as Advisory Fees, we shall be responsible for the additional excess
("Other Expenses Exceeding Limit"). Cumulative Unaccrued Fees or cumulative
Other Expenses Exceeding Limit shall be paid to us in the future, provided
that (1) no such payment shall be made to us after the end of the third fiscal
year after the fiscal period in which the Unaccrued Fees or Other Expenses
Exceeding Limit were recorded, and (2) such payment shall be made only to the
extent that it does not cause your aggregate expenses, on an annualized basis,
to exceed the Percentage Expense Limitation.
3. Nothing in this Agreement shall be construed as preventing
us from voluntarily limiting, waiving or reimbursing your expenses outside the
contours of this Agreement during any time period before or after the
Limitation Expiration Date; nor shall anything herein be construed as
requiring that we limit, waive or reimburse any of your expenses incurred
after the Limitation Expiration Date or, except as expressly set forth herein
or in the Acquired Fund Fee and Expense Waiver Agreement dated December 16,
2015 between you and us with respect to the Portfolio, prior to the Limitation
Expiration Date.
4. This Agreement shall become effective on the date hereof and
remain in effect until the end of the third fiscal year after the last fiscal
period in which Unaccrued Fees or Other Expenses Exceeding Limit hereunder
were recorded. Upon the termination or expiration hereof, we shall have no
claim against you for any amounts not reimbursed to us pursuant to the
provisions of paragraph 2.
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
------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
AB VARIABLE PRODUCTS SERIES FUND, INC.
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Secretary
