Exhibit (d)(3)
INVESTMENT ADVISORY FEE WAIVER AGREEMENT
ALLIANCEBERNSTEIN L.P.
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August 31, 2018
AB Fixed-Income Shares, 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 May 31, 2016 (the "Advisory Agreement"), you have employed us to manage
the investment and reinvestment of such assets with respect to AB Government
Money Market Portfolio (the "Portfolio").
2. We hereby agree that, notwithstanding any provision to the contrary
contained in the Advisory Agreement, we shall waive, as provided herein, a
portion of the fees payable to us pursuant to the Advisory Agreement ("Advisory
Fees"). We agree that, through August 31, 2019, the Advisory Fees shall be
waived from their contractual level of 0.20% to 0.10% of the Portfolio's average
daily net assets payable monthly at an annualized rate.
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 August 31, 2019; nor shall anything herein be construed as requiring that
we limit, waive or reimburse any of your expenses incurred after August 31, 2019
or, except as expressly set forth herein, prior to such date.
4. This Agreement shall become effective on the date hereof and remain in
effect until August 31, 2019 and shall continue thereafter from year to year
unless otherwise terminated by us upon 60 days notice prior to August 31, 2019
or the date of any subsequent yearly continuation of this Agreement.
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: ___________________________
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Assistant Secretary
Agreed to and accepted
as of the date first set forth above.
AB Fixed-Income Shares, Inc.
By: ___________________________
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Assistant Secretary
