Exhibit 99(h)(9)
ACQUIRED FUND FEE AND EXPENSE WAIVER AGREEMENT
ALLIANCEBERNSTEIN L.P.
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December 16, 2015
AB Variable Products Series Fund, Inc.
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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 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 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 December 16, 2015 between you
and us with respect to the Portfolio (the "Expense Limitation Agreement"). We
agree that, through December 16, 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. We further agree that, through December 16, 2016, Advisory Fees shall
be waived so that the effective Advisory Fees payable with respect to assets
of the Portfolio invested in registered investment companies or series thereof
for which we do not serve as investment adviser is 0.20%.
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 December 16, 2016; nor shall anything herein be construed as
requiring that we limit, waive or reimburse any of your expenses incurred
after December 16, 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 December 16, 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
AB VARIABLE PRODUCTS SERIES FUND, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Assistant Secretary