811-08294
AB Government Exchange Reserves
77Q1
ADVISORY AGREEMENT
AB GOVERNMENT EXCHANGE RESERVES
formerly known as AB Exchange Reserves
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
March 23, 1994, as amended September
13, 2006 and July 11, 2016.
AllianceBernstein L.P.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We herewith agree 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 three classes of shares and
our Trustees 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 Statement of Additional Information
constituting a part of the Registration Statement filed on
our behalf under the Securities Act of 1933 and the Act
Registration Statement. 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
Agreement and Declaration of Trust Declaration of Trust,
By-Laws, 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 Trustees. 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.
c You will report to our
Trustees at each meeting thereof all changes in each
Portfolio since the prior report, and will also inform us of
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 banks or other
companies whose securities are included in our Portfolios,
the banking or other industries in which they engage, or the
conditions prevailing in the money market or 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 in each of our Portfolios, you will bear in
mind the policies set from time to time by our Trustees as
well as the limitations imposed by our Declaration of Trust
and in our Registration Statement, 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 Trustees 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 or to the
promotion of the sale of our shares 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 administrative and 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 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 shareholders 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 accepted
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
trustees 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 shareholder reports; h cost
of maintaining our existence; i interest charges, taxes,
brokerage fees and commissions; j cost 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 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 a fee for each Portfolio at the
annual rate of: 0.20 of 1% of average daily net assets. 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.
6. This agreement shall become
effective on the date hereof and shall continue in effect
thereafter with respect to each Portfolio so long as its
continuance is specifically approved at least annually by
our Trustees 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 trustees
who are not parties to this agreement or interested persons,
as defined in the Act, of any such party other than as
trustees of our Trust 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 Trustees 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 any 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, officers, or any of the
Directors of AllianceBernstein Corporation, your general
partner, or employees who may also be a trustee, officer or
employee of ours, or persons otherwise affiliated with us
within the meaning of the Act to engage in any other
business or 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 general partners or your partnership within a
reasonable time after such change.
9. Notice is hereby given that
this agreement is entered into on our behalf by an officer of
our Trust in his capacity as an officer and not individually
and that the obligations of or arising out of this agreement
are not binding upon any of our Trustees, officers,
shareholders, employees or agents individually but are
binding only upon the assets and property of our Trust.
If the foregoing is in accordance with
your understanding, you will kindly so indicate by signing
and returning to us the enclosed copy hereof.
Very truly yours,
AB EXCHANGE
RESERVES
By:
/s/Xxx
xx X. Xxx
Name:
Xxxxx X. Xxx
Title:
Assistant
Secretary
Accepted: As of March 23, 1994, as amended September
13, 2006 and July 11, 2016.
ALLIANCEBERNSTEIN L.P.
By: /s/Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Secretary
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