NSAR
811-05398 - AB Variable Products Series Fund, Inc.
77Q1
INVESTMENT ADVISORY AGREEMENT
AB VARIABLE PRODUCTS SERIES FUND, INC.
Formerly known as AllianceBernstein Variable Products
Series Fund, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
July 22, 1992, as amended as of May 1, 1997, May 1,
2001, May 1, 2003, May 1, 2004, September 7, 2004, May
1, 2005, August 3, 2006, April 1, 2011 and February
3, 2017
AllianceBernstein L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, X.X. 00000
Dear Sirs:
We herewith confirm our agreement with you as
follows:
1. We are an open-end, diversified management
investment company registered under the Investment
Company Act of 1940 the Act. We are currently authorized
to issue separate classes of shares and our Directors are
authorized to reclassify and issue any unissued shares to any
number of additional classes or series Portfolios each having
its own investment objective, policies and restrictions, all as
more fully described in the Prospectus and the Statement of
Additional Information constituting parts of the Registration
Statement filed on our behalf under the Securities Act of
1933 and the Act. We are engaged in the business of
investing and reinvesting our assets in securities of the type
and in accordance with the limitations specified in our
Articles of Incorporation, By-Laws, Registration Statement
filed with the Securities and Exchange Commission under
the Securities Act of 1933 and the Act, and any
representations made in our Prospectus and Statement of
Additional Information, all in such manner and to such
extent as may from time to time be authorized by our
Directors. We enclose copies of the documents listed above
and will from time to time furnish you with any amendments
thereof.
2. a We hereby employ you to manage the
investment and reinvestment of the assets in each of our
Portfolios as above specified, and, without limiting the
generality of the foregoing, to provide management and
other services specified below.
b You will make decisions with respect
to all purchases and sales of securities in each of our
Portfolios. To carry out such decisions, you are hereby
authorized, as our agent and attorney-in-fact, for our account
and at our risk and in our name, to place orders for the
investment and reinvestment of our assets. In all purchases,
sales and other transactions in securities in each of our
Portfolios you are authorized to exercise full discretion and
act for us in the same manner and with the same force and
effect as we might or could do with respect to such
purchases, sales or other transactions, as well as with respect
to all other things necessary or incidental to the furtherance
or conduct of such purchases, sales or other transactions.
You are permitted to utilize the services of one or more Sub-
Advisers in connection with the management of the Global
Bond Portfolio, subject to your obtaining our prior approval
of any such Sub-Advisory Agreement.
c You will report to our Directors at
each meeting thereof all changes in each Portfolio since the
prior report, and will also keep us in touch with important
developments affecting any Portfolio and on your own
initiative will furnish us from time to time with such
information as you may believe appropriate for this purpose,
whether concerning the individual companies whose
securities are included in our Portfolios, the industries in
which they engage, or the conditions prevailing in the
economy generally. You will also furnish us with such
statistical and analytical information with respect to
securities in each of our Portfolios as you may believe
appropriate or as we reasonably may request. In making such
purchases and sales of securities, you will bear in mind the
policies set from time to time by our Directors as well as the
limitations imposed by our Articles of Incorporation and our
Registration Statement under the Act and the Securities Act
of 1933, the limitations in the Act and of the Internal
Revenue Code in respect of regulated investment companies
and the investment objective, policies and restrictions for
each of our Portfolios.
d 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 cost of
performance of such duties to be borne and paid by you. No
obligation may be incurred on our behalf in any such respect.
During the continuance of this agreement at our request you
will provide to us persons satisfactory to our Directors to
serve as our officers. You or your affiliates will also provide
persons, who may be our officers, to render such clerical,
accounting and other services to us as we may from time to
time request of you. Such personnel may be employees of
you or your affiliates. We will pay to you or your affiliates
the cost of such personnel for rendering such services to us at
such rates as shall from time to time be agreed upon between
us, provided that all time devoted to the investment or
reinvestment of securities in each of our Portfolios shall be
for your account. Nothing contained herein shall be
construed to restrict our right to hire our own employees or
to contract for services to be performed by third parties.
Furthermore, you or your affiliates other than us shall furnish
us without charge with such management supervision and
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. You or your affiliates other than us shall also be
responsible for the payment of any expenses incurred in
promoting the sale of our shares other than the portion of
promotional expenses to be borne by us in accordance with
an effective plan pursuant to Rule 12b-1 under the Act and
costs of printing our prospectuses and other reports to
stockholders and fees related to registration with the
Securities and Exchange Commission and with state
regulatory authorities.
3. It is further agreed that you shall be
responsible for the portion of the net expenses of each of our
Portfolios except interest, taxes, brokerage, fees paid in
accordance with an effective plan pursuant to Rule 12b-1
under the Act, expenditures which are capitalized in
accordance with generally acceptable accounting principles
and extraordinary expenses, all to the extent permitted by
applicable state law and regulation incurred by us during
each of our fiscal years or portion thereof that this agreement
is in effect between us which, as to a Portfolio, in any such
year exceeds the limits applicable to such Portfolio under the
laws or regulations of any state in which our shares are
qualified for sale reduced pro rata for any portion of less than
a year. We hereby confirm that, subject to the foregoing, we
shall be responsible and hereby assume the obligation for
payment of all our other expenses, including: a payment of
the fee payable to you under paragraph 5 hereof; b custody,
transfer and dividend disbursing expenses; c fees of directors
who are not your affiliated persons; d legal and auditing
expenses; e clerical, accounting and other office costs; f the
cost of personnel providing services to us, as provided in
subparagraph d of paragraph 2 above; g costs of printing our
prospectuses and stockholder reports; h cost of maintenance
of corporate existence; i interest charges, taxes, brokerage
fees and commissions; j costs of stationery and supplies; k
expenses and fees related to registration and filing with the
Securities and Exchange Commission and with state
regulatory authorities and 1 such promotional expenses as
may be contemplated by an effective plan pursuant to Rule
12b-1 under the Act provided, however, that our payment of
such promotional expenses shall be in the amount, and in
accordance with the procedures, set forth in such plan.
4. We shall expect of you, and you will give us
the benefit of, your best judgment and efforts in rendering
these services to us, and we agree as an inducement to your
undertaking these services that you shall not be liable
hereunder for any mistake of judgment or in any event
whatsoever, except for lack of good faith, provided that
nothing herein shall be deemed to protect, or purport to
protect, you against any liability to us or to our security
holders to which you would otherwise be subject by reason
of willful misfeasance, bad faith or gross negligence in the
performance of your duties hereunder, or by reason of your
reckless disregard of your obligations and duties hereunder.
5. In consideration of the foregoing, we will pay
you a monthly fee at an annual rate equal to the Applicable
Percentage, as defined below, of the average daily value of
the net assets of each Portfolio managed by you. Such fee
shall be accrued by us daily and shall be payable in arrears
on the last day of each calendar month for services
performed hereunder during such month. Your
reimbursement, if any, of our expenses as provided in
paragraph 3 hereof, shall be estimated and paid to us
monthly in arrears, at the same time as our payment to you
for such month. Payment of the advisory fee will be reduced
or postponed, if necessary, with any adjustments made after
the end of the year. The Applicable Percentage shall be: i for
our Money Market Portfolio, .45 of 1% of the first $2.5
billion, .40 of 1% of the excess over $2.5 billion up to $5
billion and .35 of 1% of the excess over $5 billion of such
Portfolios aggregate net assets; ii for our Large Cap Growth
Portfolio, 0.60 of 1% of the first $2.5 billion, 0.50 of 1% of
the excess over $2.5 billion up to $5 billion and 0.45 of 1%
of the excess over $5 billion of such Portfolios aggregate net
assets; iii for our Growth and Income Portfolio, .55 of 1% of
the first $2.5 billion, .45 of 1% of the excess over $2.5
billion up to $5 billion and .40 of 1% of the excess over $5
billion of such Portfolios aggregate net assets; iv for our
Intermediate Bond Portfolio, .45 of 1% of the first $2.5
billion, .40 of 1% of the excess over $2.5 billion up to $5
billion and .35 of 1% of the excess over $5 billion of such
Portfolios aggregate net assets; v for our International
Growth Portfolio, .75 of 1% of the first $2.5 billion, .65 of
1% of the excess over $2.5 billion up to $5 billion and .60 of
1% of the excess over $5 billion of such Portfolios aggregate
net assets; vi for our Growth Portfolio, .75 of 1% of the first
$2.5 billion, .65 of 1% of the excess over $2.5 billion up to
$5 billion and .60 of 1% of the excess over $5 billion of such
Portfolios average net assets; vii for our Global Thematic
Growth Portfolio, .75 of 1% of the first $2.5 billion, .65 of
1% of the excess over $2.5 billion up to $5 billion and .60 of
1% of the excess over $5 billion of such Portfolios aggregate
net assets; viii for our Small Cap Growth Portfolio, .75 of
1% of the first $2.5 billion, .65 of 1% of the excess over $2.5
billion up to $5 billion and .60 of 1% of the excess over $5
billion of such Portfolios aggregate net assets; ix for our Real
Estate Investment Portfolio, .55 of 1% of the first $2.5
billion, .45 of 1% of the excess over $2.5 billion up to $5
billion and .40 of 1% of the excess over $5 billion of such
Portfolios average net assets; x for our AllianceBernstein
International Value Portfolio, .75 of 1% of the first $2.5
billion, .65 of 1% of the excess over $2.5 billion up to $5
billion and .60 of 1% of the excess over $5 billion of such
Portfolios average net assets; xi for our AllianceBernstein
Small/Mid Cap Value Portfolio, .75 of 1% of the first $2.5
billion, .65 of 1% of the excess over $2.5 billion up to $5
billion and .60 of 1% of the excess over $5 billion of such
Portfolios average net assets; xii for our AllianceBernstein
Value Portfolio, .55 of 1% of the first $2.5 billion, .45 of 1%
of the excess over $2.5 billion up to $5 billion and .40 of 1%
of the excess over $5 billion of such Portfolios average net
assets; xiii for our AllianceBernstein Balanced Wealth
Strategy Portfolio, 0.55% of the first $2.5 billion in average
daily net assets, 0.45% of the second $2.5 billion in average
daily net assets and 0.40% of the excess over $5 billion in
average daily net assets and xiv for our AllianceBernstein
Dynamic Asset Allocation Portfolio, .70 of 1% of such
Portfolios average net assets.
6. This agreement shall become effective on the
date hereof and shall remain in effect with respect to each
Portfolio until December 31, 1997 and shall continue in
effect thereafter with respect to each such Portfolio so long
as its continuance is specifically approved at least annually
by our Directors or by majority vote of the holders of the
outstanding voting securities as defined in the Act of such
Portfolio, and, in either case, by a majority of our Directors
who are not parties to this agreement or interested persons,
as defined in the Act, of any such party other than as our
directors provided further, however, that if the continuation
of this agreement is not approved as to a Portfolio, you may
continue to render to such Portfolio the services described
herein in the manner and to the extent permitted by the Act
and the rules and regulations thereunder. Upon the
effectiveness of this agreement, it shall supersede all
previous agreements between us covering the subject matter
hereof. This agreement may be terminated with respect to
any Portfolio at any time, without the payment of any
penalty, by vote of a majority of the outstanding voting
securities as so defined of such Portfolio, or by a vote of a
majority of our Directors on sixty days written notice to you,
or by you with respect to any Portfolio on sixty days written
notice to us.
7. This agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged by
you and this agreement shall terminate automatically in the
event of such transfer, assignment, sale, hypothecation or
pledge by you. The terms transfer, assignment and sale as
used in this paragraph shall have the meanings ascribed
thereto by governing law and any interpretation thereof
contained in rules or regulations promulgated by the
Securities and Exchange Commission thereunder.
8. a Except to the extent necessary to
perform your obligations hereunder, nothing herein shall be
deemed to limit or restrict your right, or the right of any of
your employees, or any of the Directors of AllianceBernstein
Corporation, your general partner, who may also be a
Director of ours, or persons otherwise affiliated with us
within the meaning of the Act, to engage in any other
business or to devote time and attention to the management
or other aspects of any other business, whether of a similar
or dissimilar nature, or to render services of any kind to any
other corporation, trust, firm, individual or association.
b You will notify us of any change in
the general partners of your partnership within a reasonable
time after such change.
9. If you cease to act as our investment adviser,
or in any event, if you so request in writing, we agree to take
all necessary action to change the name of our corporation to
a name not including the word Alliance. You may from time
to time make available without charge to us for our use such
marks or symbols owned by you, including marks or
symbols containing the name Alliance or any variation
thereof, as you may consider appropriate. Any such marks or
symbols so made available will remain your property and
will have the right, upon notice in writing, to require us to
cease the use of such xxxx or symbol at any time.
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,
AB Variable
Products
Series Fund,
Inc.
By:
/s/Ste
phen X.
Xxxxxx
Name
: Xxxxxxx X.
Xxxxxx
Title:
Assistant
Secretary
Accepted:
July 22, 1992, as
amended as of May 1, 1997,
May 1, 2001, May 1, 2003,
May 1, 2004, September 7, 2004,
May 1, 2005, August 3, 2006,
April 1, 2011and February 3, 2017
AllianceBernstein L.P.
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
December 31, 1998 with respect to Real Estate Investment Portfolio,
April 30, 2003 with respect to AllianceBernstein International Value
Portfolio, AllianceBernstein Small/Mid Cap Value Portfolio and
AllianceBernstein Value Portfolio, April 30, 2005 with respect to
AllianceBernstein U.S. Large Cap Blended Style Portfolio, April 30,
2006 with respect to AllianceBernstein Wealth Appreciation
Strategy Portfolio and AllianceBernstein Balanced Wealth Strategy
Portfolio, April 30, 2007 with respect to AllianceBernstein Global
Research Growth Portfolio and April 1, 2013 with respect to
AllianceBernstein Dynamic Asset Allocation Portfolio.
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