Exhibit 99.26(i)(3)
MASTER
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[ABIRM Letterhead]
[DATE]
[Insurance Company]
Ladies and Gentlemen:
We the undersigned AllianceBernstein Investments, Inc. ("ABI"), herewith
confirm our agreement with you as follows:
1. Subject to our direction and control, we hereby employ you to
provide certain administrative services respecting the operations of
AllianceBernstein Variable Products Series Fund, Inc. (the "Fund") as described
on Schedule A attached hereto.
It is understood that you will from time to time employ, or associate with
yourselves, such persons as you believe to be particularly fitted to assist you
in the execution of your duties hereunder, the compensation of such persons, and
all other expenses in connection with the performance of your duties hereunder,
to be paid by you. No obligation may be incurred on our behalf or on behalf of
the Fund in any such respect.
During the continuance of this agreement you will furnish us without
charge such administrative assistance and such office facilities as you may
believe appropriate or as we may reasonably request, subject to the requirements
of any regulatory authority to which you may be subject. Subject to our prior
consent, you may, at your expense, retain other persons or firms, which may
include affiliates, to assist you in carrying out your administrative and
clerical obligations hereunder.
2. You will bear all expenses in connection with the performance
of your services under this agreement.
3. In consideration of the foregoing, we will pay you a fee on a
quarterly basis, in arrears, as described in Schedule B attached hereto and made
a part hereof. Upon any termination of this agreement before the end of any
quarter during which you acted under this agreement, such fees will be prorated
according
to the proportion which the period bears to the full quarter and will be payable
upon the date of termination of this agreement.
4. This agreement shall become effective as of the date written
above and shall remain in effect unless specifically terminated as provided
below.
5. This agreement may be terminated at any time, without the
payment of any penalty, by mutual agreement of the parties in writing. This
agreement will terminate automatically upon the termination of the Participation
Agreement, dated as of [date], among [Insurer], AllianceBernstein L.P., a
Delaware limited partnership, and ABI.
6. This agreement may not be transferred, assigned, sold in any
manner, hypothecated or pledged by you and this agreement shall terminate
automatically in the event of any such transfer, assignment, sale, hypothecation
or pledge by you.
7. You agree that all records which you maintain for us are our
property and you will surrender them to us promptly upon our request.
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 INVESTMENTS, INC.
By:
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Accepted:
[INSURER]
By:
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Name:
Title:
SCHEDULE A
ADMINISTRATIVE SERVICES FOR
ALLIANCEBERNSTEIN VARIABLE PRODUCTS SERIES FUND, INC.
[Insurance Company] (the "Insurer") shall provide certain administrative
services respecting the operations of AllianceBernstein Variable Products Series
Fund, Inc. (the "Fund"), as set forth below. This Schedule may be amended from
time to time as mutually agreed upon by the Insurer and ABIRM.
MAINTENANCE OF BOOKS AND RECORDS
- Maintain an inventory of shares purchased to assist the Fund's
transfer agent in recording issuance of shares.
- Perform miscellaneous accounting services to assist transfer agent
in recording transfers of shares (via net purchase and redemption
orders).
- Reconciliation and balancing of the Insurer's separate account at
the Fund level in the general ▇▇▇▇▇▇ and reconciliation of cash
accounts at general account.
PURCHASE ORDERS
- Determination of net amount of cash flow into the Fund.
- Reconciliation and notification to Fund of net purchase orders
(wire) and confirmation thereof.
REDEMPTION ORDERS
- Determination of net amount required for redemptions by Fund.
- Reconciliation and notification to Fund of cash required for net
redemption orders and confirmation thereof.
REPORTS
- Periodic information reporting to the Fund.
FUND-RELATED CONTRACT OWNER SERVICES
- Telephonic support for contract owners with respect to inquiries
about the Fund (not including information about performance or
related to sales).
- Assistance with Fund proxy solicitations, specifically with respect
to soliciting voting instructions from contract owners.
OTHER ADMINISTRATION SUPPORT
- Sub-accounting services as mutually agreed between the Insurer and
the Fund from time to time..
- Providing other administrative support to the Fund as mutually
agreed between the Insurer and the Fund from time to time.
- Relieving the Fund of other usual or incidental administration
services provided to individual shareholders, as mutually agreed
between the Insurer and the Fund from time to time..
- Preparation of reports to third party reporting services, as
mutually agreed between the Insurer and the Fund from time to time..
SCHEDULE B
AllianceBernstein Investments, Inc. will pay [Insurer] ("Insurer") a quarterly
Servicing Fee as follows:
I. FOR CONTRACTS FUNDED BY CLASS A SHARES:
at an annual rate of [x] of the average daily net assets of each Portfolio
attributable to Contracts funded by Class A shares issued by [Insurer]
II. FOR CONTRACTS FUNDED BY CLASS B SHARES:
at an annual rate of [x] of the average daily net assets of each Portfolio
attributable to Contracts funded by Class B shares issued by Insurer.
Insurer acknowledges that some part of the payment may be for distribution
related services and may represent payments under the Class B distribution
plans.