Exhibit (d)(2)
AMENDED AND RESTATED ADVISORY AGREEMENT
AB FIXED-INCOME SHARES, INC.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
May 31, 2016
ALLIANCEBERNSTEIN L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
AB Fixed-Income Shares, Inc. (the "Fund"), on behalf of each of its
series listed on Schedule I hereto (each, a "Portfolio"), herewith confirms our
agreement with you (the "Agreement") as follows:
1. We are an open-end management investment company registered under the
Investment Company Act of 1940, as amended (the "Act"). Our Directors are
authorized to reclassify and issue any unissued shares into any number of
classes or series 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 our Registration Statement on Form
N-1A filed with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended, and the Act (the "Registration
Statement"). We are engaged in the business of investing and reinvesting the
assets of each Portfolio in securities (the "portfolio assets") of the type and
in accordance with the limitations specified in our Articles of Incorporation
("Articles of Incorporation"), Bylaws and Registration Statement, 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
portfolio assets in each of our Portfolios as above specified and, without
limiting the generality of the foregoing, to provide the management and other
services specified below.
(b) You will make decisions with respect to all purchases and sales of
the portfolio assets. 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 the portfolio assets. In
all purchases, sales and other transactions 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.
(c) You will report to our Directors at each meeting thereof all changes
in the portfolio assets 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 issuers whose
securities are included in the portfolio assets, 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 the
portfolio assets as you may believe appropriate or as we reasonably may request.
In making purchases and sales of portfolio assets, 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 in our Registration Statement, the
limitations in the Act and of the Internal Revenue Code, as amended, in respect
of regulated investment companies and the investment objectives, policies and
practices, including restrictions, applicable to 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 and 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 reasonably 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, provided that all time devoted
to the investment or reinvestment of the portfolio assets 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 shall also be responsible for the payment of any
expenses incurred in promoting the sale of our shares (other than the portion of
the promotional expenses to be borne by us in accordance with an effective plan
pursuant to Rule 12b-1 under the Act and the costs of printing our prospectuses
and other reports to current shareholders and fees related to registration with
the Commission and with state regulatory authorities).
3. We hereby confirm that we shall be responsible and hereby assume the
obligation for payment of all of our other expenses, including: (a) payment of
the fees payable to you under paragraph (5); (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) costs of printing our prospectuses and shareholder reports for
current shareholders; (g) the cost of personnel providing services to us, as
provided in subparagraph (d) of paragraph 2 above; (h) cost of maintenance of
our 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 Commission and with state regulatory
authorities; and (l) 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 amounts, 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 monthly on the last
day of each month with respect to our Government Money Market Portfolio a fee of
1/12 of .20 of 1.00% of the Portfolio's average net assets; provided, however,
that your compensation for the period from the date hereof through the last day
of the month in which the effective date hereof occurs shall be prorated
according to the proportion which such period bears to such full month, and
provided further that, upon any termination of this agreement before the end of
any month, such compensation for the period from the end of the last month
ending prior to such termination to the date of termination shall be prorated
according to the proportion which such period bears to such full month and shall
be payable upon the date of termination.
6. This Agreement shall become effective on the date hereof and shall
remain in effect until May 31, 2018 and continue in effect thereafter
with respect to a Portfolio only so long as its continuance with respect to that
Portfolio is specifically approved at least annually by our Directors or by a
vote of a majority of the outstanding voting securities (as defined in the Act)
of such Portfolio, and, in either case, by a vote, cast in person at a meeting
called for the purpose of voting on such approval, of a majority of our
Directors who are not parties to this Agreement or interested persons, as
defined in the Act, of any party to this Agreement (other than as our
Directors), and 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 defined in the
Act) of such Portfolio, or by a vote of our Directors on 60 days' written notice
to you, or by you with respect to any Portfolio on 60 days' written notice to
us.
7. This Agreement shall not be amended as to any Portfolio unless such
amendment is approved by vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of our Directors who are not
parties to this Agreement or interested persons, as defined in the Act, of any
party to this Agreement (other than as our Directors), and, if required by law,
by vote of a majority of the outstanding voting securities (as defined in the
Act) of such Portfolio. Shareholders of a Portfolio not affected by any such
amendment shall have no right to participate in any such vote.
8. As to any particular Portfolio, this Agreement may not be transferred,
assigned, sold or in any manner hypothecated or pledged by you and, as to such
Portfolio, this Agreement shall terminate automatically in the event of any such
transfer, assignment, sale, hypothecation or pledge by you. The terms
"transfer", "assignment" and "sale" as used in this paragraph shall have the
meaning ascribed thereto by the Act and any regulations or interpretations of
the Commission thereunder.
9. (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 officers or directors of
AllianceBernstein Corporation, your general partner, who may also be a Director,
officer or employee 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
trust, corporation, 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.
10. 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 our
name to a name not including the terms "Alliance", "Xxxxxxxxx" or "AB". 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 term "Alliance",
"Xxxxxxxxx" or AB or any variation thereof, as you may consider appropriate. Any
such marks or symbols so made available will remain your property and you shall
have the right, upon notice in writing, to require us to cease the use of such
xxxx or symbol at any time.
11. 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.
12. This Agreement embodies that entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and
understandings relating to the subject matter hereof. If any provision of this
Agreement is held or made invalid by a court decision, statute, rule, or
otherwise, the remainder of this Agreement shall not be affected thereby. This
Agreement shall be binding on and shall inure to the benefit of the parties
hereto and their respective successors. For the avoidance of doubt, this
Agreement does not, and is not intended to, confer any rights, privileges,
claims or remedies upon any person other than the parties and their respective
successors.
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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 FIXED-INCOME SHARES, INC.
By: /s/ Xxxxx X. Xxx
_________________________
Name: Xxxxx X. Xxx
Title: Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
ALLIANCEBERNSTEIN L.P.
By: /s/ Xxxxxx X. Xxxxx
_____________________
Name: Xxxxxx X. Xxxxx
Title: Assistant Secretary
SCHEDULE I
Portfolios
AB Government Money Market Portfolio
