AB EXCHANGE RESERVES

                            CERTIFICATE OF AMENDMENT

            The undersigned, being at least a majority of the duly elected and
qualified Trustees of AB Exchange Reserves, a business trust organized under the
laws of The Commonwealth of Massachusetts pursuant to an Agreement and
Declaration of Trust dated January 14, 1994, as amended, do hereby:

      FIRST: Section 1.1 of the Agreement and Declaration of Trust is hereby
amended to read as follows:

            Section 1.1. The name of the Trust shall be "AB Government Exchange
            Reserves."

      SECOND: The first paragraph of Section 6.2 of the Agreement and
Declaration of Trust is hereby amended and restated in its entirety to read as
follows:

            Section 6.2. Establishment and Designation of the AB Government
            Exchange Reserves Portfolio; Classes of Shares; General Provisions
            for All Portfolios. Without limiting the authority of the Trustees
            set forth in this Section 6.1(a) hereof to establish and designate
            additional Portfolios, there is hereby established and designated
            the AB Government Exchange Reserves Portfolio, the Shares of which
            shall be divided into eight separate Classes, designated Class A,
            Class B, Class C, Class D, Class R, Class K, Class I and Advisor
            Class, which shall represent interests only in the AB Government
            Exchange Reserves Portfolio. An unlimited number of Shares of each
            such Class may be issued. All shares of the AB Government Exchange
            Reserves Portfolio outstanding on the date on which the amendments
            of this Declaration first providing for eight Classes of Shares of
            any Series become effective shall continue to be shares of the Class
            to which they belonged immediately prior to the effectiveness of
            such amendments. Subject to the power of the Trustees to classify or
            reclassify any unissued Shares of a Series pursuant to Section
            6.1(a), the Shares of such Portfolio and the Shares of any further
            Portfolios that may from time to time be established and designated
            by the Trustees shall (unless the Trustees otherwise determine with
            respect to some further Portfolio at the time of establishing and
            designating the same) have the following relative rights and
            preferences:

            This instrument shall become effective on July 1, 2016. This
instrument may be executed in several counterparts, each of which shall be
deemed an original, but all taken together shall constitute one instrument.



            IN WITNESS WHEREOF, the undersigned have signed this amendment as of
the date set forth below.

/s/ John H. Dobkin                                Date:  March 9, 2016
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John H. Dobkin


                                                  Date:
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Michael J. Downey


/s/ William H. Foulk, Jr.                         Date:  March 9, 2016
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William H. Foulk, Jr.


                                                  Date:
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D. James Guzy


/s/ Nancy P. Jacklin                              Date:  March 9, 2016
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Nancy P. Jacklin


/s/ Robert M. Keith                               Date:  March 9, 2016
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Robert M. Keith


/s/ Garry L. Moody                                Date:  March 9, 2016
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Garry L. Moody


/s/ Marshall C. Turner, Jr.                       Date:  March 9, 2016
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Marshall C. Turner, Jr.


/s/ Earl D. Weiner                                Date:  March 9, 2016
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Earl D. Weiner