EX-99.H7 7 d6537208_ex99-h7.txt Exhibit 99.(h)(7) ACQUIRED FUND FEE AND EXPENSE WAIVER AGREEMENT ALLIANCEBERNSTEIN L.P. 1345 Avenue of the Americas New York, New York 10105 April 29, 2015 AllianceBernstein Variable Products Series Fund, Inc. 1345 Avenue of the Americas New York, New York 10105 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/ Emilie D. Wrapp ------------------------- Emilie D. Wrapp Assistant Secretary Agreed to and accepted as of the date first set forth above. ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC. By: /s/ Eric C. Freed ------------------- Eric C. Freed Assistant Secretary