N-CSR/A 1 d373866dncsra.htm AB CORPORATE SHARES AB Corporate Shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21497

 

 

AB CORPORATE SHARES

(Exact name of registrant as specified in charter)

 

 

1345 Avenue of the Americas, New York, New York 10105

(Address of principal executive offices) (Zip code)

 

 

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: (800) 221-5672

Date of fiscal year end: April 30, 2023

Date of reporting period: April 30, 2023

Explanatory Note

Enclosed for filing you will find an amended Form N-CSR of the registrant’s original Form N-CSR filed June 29, 2023. The purpose of this amended filing is to update AB Tax-Aware Real Return Income Shares in the original filing as follows: 1) revised the fund’s 6 Months and 12 Months NAV Returns and the associated discussion in the Investment Results section on page 2, 2) revised the fund’s ending value on page 8, 3) revised the 1 Year and Since Inception NAV Returns as of April 30, 2023 on page 9, 4) revised the actual ending account value in the Expense Example section on page 10. Except as set forth above, no other changes have been made to the Form N-CSR, and this amended filing does not amend, update or change any other items or disclosure found in the Form N-CSR.

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.

 


APR    04.30.23

LOGO

ANNUAL REPORT

AB CORPORATE INCOME SHARES

 

LOGO

 


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We’re pleased to provide this report for AB Corporate Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

 

+   

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

 

+   

Applying differentiated investment insights through a connected global research network

 

+   

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

For more information about AB’s comprehensive range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

 

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

 

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ANNUAL REPORT

 

June 1, 2023

This report provides management’s discussion of fund performance for AB Corporate Income Shares for the annual reporting period ended April 30, 2023. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The Fund’s investment objective is to earn high current income.

NAV RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     6 Months      12 Months  
AB CORPORATE INCOME SHARES      9.40%        0.16%  
Bloomberg US Credit Bond Index      8.97%        0.72%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Bloomberg US Credit Bond Index, for the six- and 12-month periods ended April 30, 2023.

Over the 12-month period, the Fund underperformed the benchmark. Security selection was the main detractor, relative to the benchmark, as losses within real estate investment trusts (“REITs”), consumer noncyclical, capital goods and electric utilities were partially offset by gains within banking and consumer cyclical–other. Industry allocation also detracted, mainly from an overweight to REITs and an underweight to sovereign bonds. Yield-curve positioning on the three- to four-year and over seven-year parts of the curve detracted more than gains from an overweight to maturities less than one year and an overweight to the two- to three-year parts of the curve.

During the six-month period, the Fund outperformed the benchmark. Yield-curve positioning was the primary contributor, mostly from overweights to the four- to five-year and less-than-one-year parts of the curve that contributed more than a loss from an underweight to the seven- to 10-year part of the curve. Security selection also contributed, primarily from gains within banking, technology and energy that were partially offset by losses within consumer noncyclical, REITs and capital goods. Industry allocation was a minor contributor, mainly from an underweight to supranationals that added more to performance than losses from off-benchmark investment-grade credit default swaps, no exposure to US municipal bonds and an underweight to sovereign bonds.

 

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During both periods, the Fund used derivatives in the form of futures and interest rate swaps for hedging purposes, which had no material impact on absolute returns, and credit default swaps for investment purposes, which added.

MARKET REVIEW AND INVESTMENT STRATEGY

During the 12-month period ended April 30, 2023, fixed-income government bond market yields were extremely volatile in all major developed markets. Government bond prices fell in all major markets except Australia, Canada and Japan. Most central banks raised interest rates significantly to combat persistent inflation. Stress in the global banking sector led treasury markets to rally on growth concerns in March. Global investment-grade corporate bonds, which typically have longer maturities and are more sensitive to changes in yields than high-yield corporates, had mixed returns and outperformed global treasuries overall with flat returns—outperforming US Treasury bonds in the US and eurozone treasuries in the euro bloc. Developed-market high-yield corporate bonds had positive returns and significantly outperformed global treasuries while also outperforming respective treasury markets in the US and eurozone. Emerging-market local-currency sovereign bonds materially led risk asset returns as the US dollar fell versus the majority of developed- and emerging-market currencies. Emerging-market hard-currency sovereign bonds fell, yet outperformed global developed-market treasuries, with investment-grade posting positive returns while high-yield fell. Emerging-market hard-currency corporate bonds had positive returns, with high-yield leading investment-grade during the period. Brent crude oil prices fell significantly on reduced demand and economic growth concerns.

The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractively priced securities through top-down and bottom-up research, while mitigating overall risk. The Team invests primarily in single-sector, investment-grade issues of global corporates.

INVESTMENT POLICIES

The Fund invests, under normal circumstances, at least 80% of its net assets in US corporate bonds. The Fund may also invest in US government securities (other than US government securities that are mortgage-backed or asset-backed securities), repurchase agreements and forward contracts relating to US government securities. The Fund normally invests all of its assets in securities that are rated, at the time of purchase, at least BBB- or the equivalent by any nationally recognized statistical rating organization. The Fund will not invest in unrated corporate debt securities. The Fund has the flexibility to invest in long- and short-term fixed-income securities. In making

 

(continued on next page)

 

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decisions about whether to buy or sell securities, the Adviser will consider, among other things, the strength of certain sectors of the fixed-income market relative to others, interest rates and other general market conditions and the credit quality of individual issuers.

The Fund also may: invest in convertible debt securities; invest up to 10% of its assets in inflation-indexed securities; invest up to 5% of its net assets in preferred stock; purchase and sell interest rate futures contracts and options; enter into swap transactions; invest in zero-coupon securities and “payment-in-kind” debentures; make secured loans of portfolio securities; and invest in US dollar-denominated fixed-income securities issued by non-US companies.

 

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg US Credit Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg US Credit Bond Index represents the performance of the US credit securities within the US fixed-income market. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

 

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DISCLOSURES AND RISKS (continued)

 

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (800) 227 4618. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes reinvestment of distributions and does not account for taxes.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus and/or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

4/30/2013 TO 4/30/2023

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Corporate Income Shares (from 4/30/2013 to 4/30/2023) as compared with the performance of the Fund’s benchmark.

 

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HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     NAV Returns  
1 Year      0.16%  
5 Years      2.48%  
10 Years      2.53%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2023 (unaudited)

 

     NAV Returns  
1 Year      -5.94%  
5 Years      2.14%  
10 Years      2.65%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

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EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you may incur various ongoing non-operating and extraordinary costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning
Account Value
November 1, 2022
    Ending
Account Value
April 30, 2023
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,094.00     $     – 0  –     0.00

Hypothetical**

  $ 1,000     $ 1,024.79     $ – 0  –      0.00

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2023 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $183.2

 

 

 

LOGO

 

1

The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

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PORTFOLIO OF INVESTMENTS

April 30, 2023

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES - INVESTMENT GRADE – 96.1%

    

Industrial – 56.5%

    

Basic – 3.8%

 

Air Products and Chemicals, Inc.
4.80%, 03/03/2033

   $ 298     $ 310,287  

Anglo American Capital PLC
3.875%, 03/16/2029(a)

     221       204,052  

5.625%, 04/01/2030(a)

     435       439,704  

Celanese US Holdings LLC
6.05%, 03/15/2025

     165       165,652  

Celulosa Arauco y Constitucion SA
4.25%, 04/30/2029(a)

     246       229,287  

EIDP, Inc.
1.70%, 07/15/2025

     433       408,155  

Freeport Indonesia PT
4.763%, 04/14/2027(a)

     240       236,595  

5.315%, 04/14/2032(a)

     240       230,745  

Georgia-Pacific LLC
3.60%, 03/01/2025(a)

     386       377,311  

3.734%, 07/15/2023(a)

     828       824,721  

International Paper Co.
7.30%, 11/15/2039

     240       276,917  

Inversiones CMPC SA
3.85%, 01/13/2030(a)

     210       189,039  

Linde, Inc./CT
3.20%, 01/30/2026

     470       456,426  

LyondellBasell Industries NV
4.625%, 02/26/2055

     792       646,486  

Mosaic Co. (The)
5.625%, 11/15/2043

     170       165,107  

Rio Tinto Finance USA PLC
5.00%, 03/09/2033

     446       460,575  

Sealed Air Corp.
1.573%, 10/15/2026(a)

     545       480,112  

Westlake Corp.
3.375%, 08/15/2061

     710       441,798  

5.00%, 08/15/2046

     315       276,699  

WRKCo, Inc.
4.90%, 03/15/2029

     235       232,551  
    

 

 

 
       7,052,219  
    

 

 

 

Capital Goods – 3.3%

 

Boeing Co. (The)
6.875%, 03/15/2039

     245       272,509  

Caterpillar Financial Services Corp.
1.45%, 05/15/2025

     484       455,846  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.90%, 01/17/2025

   $ 595     $ 598,695  

5.40%, 03/10/2025

     297       301,900  

CNH Industrial Capital LLC
1.95%, 07/02/2023

     310       307,997  

3.95%, 05/23/2025

     177       172,934  

5.45%, 10/14/2025

     303       306,624  

Eaton Corp.
4.70%, 08/23/2052

     335       321,979  

John Deere Capital Corp.
2.60%, 03/07/2024

     385       377,373  

4.75%, 01/20/2028

     736       753,090  

Johnson Controls International PLC
4.50%, 02/15/2047

     440       386,945  

Northrop Grumman Corp.
3.25%, 08/01/2023

     840       834,439  

Regal Rexnord Corp.
6.30%, 02/15/2030(a)

     82       83,390  

6.40%, 04/15/2033(a)

     97       98,825  

Trane Technologies Financing Ltd.
5.25%, 03/03/2033

     125       129,676  

Westinghouse Air Brake Technologies Corp.
4.40%, 03/15/2024(b)

     602       594,216  
    

 

 

 
       5,996,438  
    

 

 

 

Communications - Media – 4.6%

    

Charter Communications Operating LLC/Charter Communications Operating Capital
3.50%, 06/01/2041

     495       337,778  

3.70%, 04/01/2051

     225       142,650  

5.125%, 07/01/2049

     299       233,474  

5.25%, 04/01/2053

     300       240,411  

5.375%, 05/01/2047

     519       423,546  

Comcast Corp.
2.937%, 11/01/2056

     522       346,363  

3.25%, 11/01/2039

     558       452,945  

Discovery Communications LLC
4.65%, 05/15/2050

     59       44,365  

5.20%, 09/20/2047

     468       381,752  

5.30%, 05/15/2049

     82       67,000  

FactSet Research Systems, Inc.
2.90%, 03/01/2027

     515       481,983  

Fox Corp.
3.05%, 04/07/2025

     23       22,176  

5.476%, 01/25/2039

     290       274,560  

5.576%, 01/25/2049

     346       323,022  

Meta Platforms, Inc.
3.85%, 08/15/2032

     488       460,965  

4.65%, 08/15/2062

     515       454,307  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Netflix, Inc.
4.875%, 04/15/2028

   $ 705     $ 710,146  

Paramount Global
3.70%, 06/01/2028

     498       455,954  

4.20%, 05/19/2032

     663       571,407  

5.90%, 10/15/2040

     310       274,338  

Prosus NV
3.257%, 01/19/2027(a)

     237       215,937  

3.68%, 01/21/2030(a)

     210       177,883  

Tencent Holdings Ltd.
2.39%, 06/03/2030(a)

     397       336,140  

Thomson Reuters Corp.
5.65%, 11/23/2043

     220       212,003  

Time Warner Cable LLC
6.55%, 05/01/2037

     360       350,453  

Walt Disney Co. (The)
4.00%, 10/01/2023

     40       39,740  

6.40%, 12/15/2035

     161       186,158  

Warnermedia Holdings, Inc.
5.05%, 03/15/2042(a)

     305       252,119  
    

 

 

 
       8,469,575  
    

 

 

 

Communications - Telecommunications – 0.4%

    

AT&T, Inc.
3.50%, 09/15/2053

     179       128,177  

6.55%, 01/15/2028

     100       105,777  

Corning, Inc.
4.75%, 03/15/2042

     455       432,755  

5.45%, 11/15/2079

     195       182,889  

Rogers Communications, Inc.
4.50%, 03/15/2043

     4       3,354  
    

 

 

 
       852,952  
    

 

 

 

Consumer Cyclical - Automotive – 2.4%

    

Aptiv PLC
5.40%, 03/15/2049

     310       279,955  

General Motors Co.
5.95%, 04/01/2049

     115       106,463  

General Motors Financial Co., Inc.
2.70%, 06/10/2031

     572       458,601  

4.15%, 06/19/2023

     116       115,717  

5.85%, 04/06/2030

     489       488,589  

6.05%, 10/10/2025

     303       306,339  

Harley-Davidson Financial Services, Inc.
3.05%, 02/14/2027(a)

     831       751,565  

6.50%, 03/10/2028(a)

     313       316,850  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Hyundai Capital America
5.875%, 04/07/2025(a)

   $ 160     $ 161,530  

Lear Corp.
4.25%, 05/15/2029

     482       460,503  

Mercedes-Benz Finance North America LLC
4.80%, 03/30/2026(a)

     453       456,406  

Toyota Motor Credit Corp.
5.45%, 11/10/2027

     440       460,368  
    

 

 

 
       4,362,886  
    

 

 

 

Consumer Cyclical - Entertainment – 0.7%

    

Hasbro, Inc.
3.55%, 11/19/2026

     486       459,858  

3.90%, 11/19/2029

     503       461,830  

5.10%, 05/15/2044

     355       311,988  
    

 

 

 
       1,233,676  
    

 

 

 

Consumer Cyclical - Other – 1.4%

    

Las Vegas Sands Corp.
2.90%, 06/25/2025

     685       647,373  

3.90%, 08/08/2029

     390       354,557  

Marriott International, Inc./MD
4.90%, 04/15/2029

     300       298,059  

Series R
3.125%, 06/15/2026

     482       458,705  

MDC Holdings, Inc.
2.50%, 01/15/2031

     490       385,066  

6.00%, 01/15/2043

     450       397,521  
    

 

 

 
       2,541,281  
    

 

 

 

Consumer Cyclical - Restaurants – 1.0%

    

McDonald’s Corp.
3.625%, 09/01/2049

     215       170,542  

4.45%, 09/01/2048

     185       169,086  

4.60%, 05/26/2045

     280       259,823  

4.70%, 12/09/2035

     670       670,134  

Starbucks Corp.
4.30%, 06/15/2045

     310       277,894  

4.75%, 02/15/2026

     238       240,140  
    

 

 

 
       1,787,619  
    

 

 

 

Consumer Cyclical - Retailers – 1.3%

    

AutoNation, Inc.
3.85%, 03/01/2032

     515       435,273  

Lowe’s Cos., Inc.
5.80%, 09/15/2062

     565       568,458  

Ross Stores, Inc.
4.70%, 04/15/2027

     160       159,102  

4.80%, 04/15/2030

     115       111,349  

5.45%, 04/15/2050

     175       169,424  

 

14    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Walmart, Inc.
3.95%, 06/28/2038

   $ 320     $ 306,662  

4.00%, 04/15/2026

     604       604,689  
    

 

 

 
       2,354,957  
    

 

 

 

Consumer Non-Cyclical – 13.1%

    

Abbott Laboratories
6.00%, 04/01/2039

     405       466,119  

AbbVie, Inc.
3.20%, 05/14/2026

     474       456,927  

Altria Group, Inc.
3.40%, 05/06/2030

     180       160,693  

4.00%, 02/04/2061

     300       210,237  

5.95%, 02/14/2049

     180       169,416  

Amgen, Inc.
4.40%, 02/22/2062

     570       477,683  

4.875%, 03/01/2053

     335       314,528  

6.40%, 02/01/2039

     250       272,625  

Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc.
3.65%, 02/01/2026

     465       456,942  

Archer-Daniels-Midland Co.
2.50%, 08/11/2026

     480       456,202  

4.50%, 08/15/2033

     522       522,987  

BAT Capital Corp.
2.259%, 03/25/2028

     307       266,583  

4.39%, 08/15/2037

     323       263,503  

4.906%, 04/02/2030

     394       379,958  

5.65%, 03/16/2052

     195       170,730  

BAT International Finance PLC
4.448%, 03/16/2028

     395       379,552  

Baxalta, Inc.
4.00%, 06/23/2025

     765       751,199  

Baxter International, Inc.
0.868%, 12/01/2023

     545       530,018  

Bristol-Myers Squibb Co.
3.625%, 05/15/2024

     833       822,479  

3.70%, 03/15/2052

     480       397,838  

3.90%, 03/15/2062

     485       401,439  

Bunge Ltd. Finance Corp.
1.63%, 08/17/2025

     493       455,872  

Cardinal Health, Inc.
4.50%, 11/15/2044

     305       261,431  

4.90%, 09/15/2045

     305       274,082  

Cargill, Inc.
3.625%, 04/22/2027(a)

     560       546,571  

4.375%, 04/22/2052(a)

     350       317,160  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.50%, 06/24/2026(a)

   $ 75     $ 75,242  

4.875%, 10/10/2025(a)

     453       456,416  

5.125%, 10/11/2032(a)

     166       171,999  

Cigna Group (The)
3.00%, 07/15/2023

     71       70,598  

4.80%, 08/15/2038

     530       513,035  

7.875%, 05/15/2027

     53       60,090  

Colgate-Palmolive Co.
4.80%, 03/02/2026

     220       224,968  

CommonSpirit Health
4.35%, 11/01/2042

     44       38,292  

CVS Health Corp.
5.125%, 07/20/2045

     315       297,524  

Gilead Sciences, Inc.
0.75%, 09/29/2023

     203       199,261  

2.80%, 10/01/2050

     175       120,442  

3.65%, 03/01/2026

     781       764,052  

Hershey Co. (The)
0.90%, 06/01/2025

     898       834,808  

3.125%, 11/15/2049

     245       186,702  

Johnson & Johnson
5.85%, 07/15/2038

     240       280,003  

Kenvue, Inc.
5.20%, 03/22/2063(a)

     223       232,045  

Kraft Heinz Foods Co.
7.125%, 08/01/2039(a)

     240       273,437  

McKesson Corp.
1.30%, 08/15/2026

     926       831,298  

Merck & Co., Inc.
2.90%, 12/10/2061

     205       139,617  

Mondelez International Holdings Netherlands BV
0.75%, 09/24/2024(a)

     483       454,595  

Mylan, Inc.
4.20%, 11/29/2023

     682       675,248  

Ochsner LSU Health System of North Louisiana
Series 2021
2.51%, 05/15/2031

     264       198,626  

PepsiCo, Inc.
3.90%, 07/18/2032

     330       324,869  

Philip Morris International, Inc.
4.875%, 02/13/2026

     760       764,286  

5.00%, 11/17/2025

     375       378,439  

5.375%, 02/15/2033

     891       907,697  

5.625%, 11/17/2029

     69       72,059  

Pilgrim’s Pride Corp.
3.50%, 03/01/2032

     400       322,452  

 

16    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Royalty Pharma PLC
1.20%, 09/02/2025

   $ 501     $ 456,807  

Smithfield Foods, Inc.
3.00%, 10/15/2030(a)

     471       376,079  

Sysco Corp.
2.45%, 12/14/2031

     425       356,554  

6.60%, 04/01/2050

     467       535,831  

Thermo Fisher Scientific, Inc.
0.797%, 10/18/2023

     1,258       1,232,123  

Wyeth LLC
5.95%, 04/01/2037

     240       270,626  

Zimmer Biomet Holdings, Inc.
1.45%, 11/22/2024

     803       759,959  
    

 

 

 
       24,038,853  
    

 

 

 

Energy – 6.3%

 

BP Capital Markets America, Inc.
2.939%, 06/04/2051

     485       340,514  

3.00%, 02/24/2050

     660       472,256  

3.379%, 02/08/2061

     380       281,371  

Conocophillips Co.
3.80%, 03/15/2052

     405       340,224  

Continental Resources, Inc./OK
2.875%, 04/01/2032(a)

     304       238,850  

4.375%, 01/15/2028

     484       460,197  

4.90%, 06/01/2044

     840       653,142  

5.75%, 01/15/2031(a)

     221       215,380  

Devon Energy Corp.
5.60%, 07/15/2041

     285       277,348  

Ecopetrol SA
5.875%, 05/28/2045

     25       16,269  

Energy Transfer LP
3.90%, 07/15/2026

     440       423,557  

5.00%, 05/15/2044(b)

     41       35,348  

5.35%, 05/15/2045

     135       120,211  

Eni SpA
5.70%, 10/01/2040(a)

     420       395,354  

EQT Corp.
3.125%, 05/15/2026(a)

     492       457,093  

6.125%, 02/01/2025(b)

     453       455,179  

Exxon Mobil Corp.
4.114%, 03/01/2046

     514       461,407  

4.227%, 03/19/2040

     490       461,551  

4.327%, 03/19/2050

     220       204,741  

Flex Intermediate Holdco LLC
3.363%, 06/30/2031(a)

     215       176,758  

4.317%, 12/30/2039(a)

     215       162,484  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Kinder Morgan, Inc.
5.55%, 06/01/2045

   $ 485     $ 457,811  

Marathon Oil Corp.
6.60%, 10/01/2037

     305       313,985  

Marathon Petroleum Corp.
6.50%, 03/01/2041

     260       274,903  

MPLX LP
5.20%, 12/01/2047

     144       128,468  

ONEOK, Inc.
6.10%, 11/15/2032

     127       132,828  

Pioneer Natural Resources Co.
2.15%, 01/15/2031

     560       468,849  

5.10%, 03/29/2026

     269       271,835  

Suncor Energy, Inc.
6.50%, 06/15/2038

     305       328,095  

6.85%, 06/01/2039

     215       236,399  

Targa Resources Corp.
6.25%, 07/01/2052

     495       489,258  

Var Energi ASA
7.50%, 01/15/2028(a)

     717       757,991  

Western Midstream Operating LP
3.35%, 02/01/2025(b)

     394       377,428  

3.95%, 06/01/2025

     473       455,863  

4.65%, 07/01/2026

     81       78,860  

5.45%, 04/01/2044

     149       129,578  
    

 

 

 
       11,551,385  
    

 

 

 

Services – 3.7%

 

Alibaba Group Holding Ltd.
2.125%, 02/09/2031

     400       330,488  

2.70%, 02/09/2041

     300       201,431  

Amazon.com, Inc.
4.10%, 04/13/2062

     280       243,863  

4.25%, 08/22/2057

     170       154,394  

4.55%, 12/01/2027

     531       540,585  

Block Financial LLC
2.50%, 07/15/2028

     430       371,438  

Booking Holdings, Inc.
3.60%, 06/01/2026

     469       458,415  

4.625%, 04/13/2030

     1,254       1,260,295  

Global Payments, Inc.
2.90%, 11/15/2031

     545       451,026  

5.30%, 08/15/2029

     460       457,433  

Mastercard, Inc.
4.875%, 03/09/2028

     595       617,253  

PayPal Holdings, Inc.
2.85%, 10/01/2029

     504       457,471  

 

18    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.05%, 06/01/2052

   $ 290     $ 278,963  

5.25%, 06/01/2062

     395       379,903  

S&P Global, Inc.
2.90%, 03/01/2032

     226       200,663  

4.25%, 05/01/2029

     90       89,019  

4.75%, 08/01/2028

     20       20,394  

Verisk Analytics, Inc.
5.75%, 04/01/2033

     204       214,836  
    

 

 

 
       6,727,870  
    

 

 

 

Technology – 12.6%

 

Analog Devices, Inc.
2.95%, 04/01/2025

     36       34,958  

Apple, Inc.
2.45%, 08/04/2026

     782       745,872  

2.65%, 05/11/2050

     170       120,731  

3.25%, 02/23/2026

     840       822,713  

4.10%, 08/08/2062

     345       307,188  

4.45%, 05/06/2044

     871       872,986  

Broadcom, Inc.
3.137%, 11/15/2035(a)

     466       360,847  

3.187%, 11/15/2036(a)

     573       436,397  

4.926%, 05/15/2037(a)

     452       412,640  

CDW LLC/CDW Finance Corp.
2.67%, 12/01/2026

     788       716,725  

Cisco Systems, Inc.
5.90%, 02/15/2039

     370       417,045  

Dell International LLC/EMC Corp.
5.75%, 02/01/2033

     454       459,947  

8.35%, 07/15/2046

     42       51,922  

Entegris Escrow Corp.
4.75%, 04/15/2029(a)

     395       367,445  

Fidelity National Information Services, Inc.
2.25%, 03/01/2031

     571       462,710  

Hewlett Packard Enterprise Co.
6.35%, 10/15/2045(b)

     260       269,376  

HP, Inc.
4.20%, 04/15/2032

     390       349,717  

5.50%, 01/15/2033

     695       689,496  

Infor, Inc.
1.75%, 07/15/2025(a)

     95       87,014  

Intel Corp.
5.05%, 08/05/2062

     675       621,736  

5.90%, 02/10/2063

     538       553,925  

International Business Machines Corp.
4.25%, 05/15/2049

     570       492,309  

4.50%, 02/06/2026

     620       620,818  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.70%, 02/19/2046

   $ 300     $ 274,266  

4.90%, 07/27/2052

     660       616,928  

Jabil, Inc.
3.00%, 01/15/2031

     540       460,723  

5.45%, 02/01/2029

     87       87,518  

KLA Corp.
4.95%, 07/15/2052

     500       495,015  

5.00%, 03/15/2049

     280       274,730  

5.25%, 07/15/2062

     380       385,765  

Kyndryl Holdings, Inc.
2.05%, 10/15/2026

     1,080       945,680  

Lam Research Corp.
3.75%, 03/15/2026

     142       140,204  

Micron Technology, Inc.
5.375%, 04/15/2028

     305       303,868  

5.875%, 02/09/2033

     310       312,610  

6.75%, 11/01/2029

     775       817,323  

Microsoft Corp.
2.40%, 08/08/2026

     864       823,928  

3.95%, 08/08/2056

     225       208,399  

NXP BV/NXP Funding LLC
5.55%, 12/01/2028

     1,176       1,200,473  

NXP BV/NXP Funding LLC/NXP USA, Inc.
2.70%, 05/01/2025

     24       22,848  

Oracle Corp.
2.50%, 04/01/2025

     619       590,854  

3.60%, 04/01/2040

     436       338,471  

3.65%, 03/25/2041

     233       180,601  

3.85%, 04/01/2060

     94       65,823  

4.00%, 11/15/2047

     537       412,405  

4.125%, 05/15/2045

     350       276,062  

5.375%, 07/15/2040

     143       137,733  

6.125%, 07/08/2039

     254       267,670  

QUALCOMM, Inc.
6.00%, 05/20/2053

     820       933,119  

SK Hynix, Inc.
2.375%, 01/19/2031(a)

     390       293,061  

Skyworks Solutions, Inc.
3.00%, 06/01/2031

     259       216,009  

Take-Two Interactive Software, Inc.
3.30%, 03/28/2024

     263       257,864  

Texas Instruments, Inc.
4.10%, 08/16/2052

     239       218,711  

4.60%, 02/15/2028

     450       460,395  

TSMC Arizona Corp.
4.50%, 04/22/2052

     345       336,806  

 

20    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Tyco Electronics Group SA
4.50%, 02/13/2026

   $ 456     $ 457,208  
    

 

 

 
       23,087,587  
    

 

 

 

Transportation - Airlines – 0.5%

    

Delta Air Lines, Inc./SkyMiles IP Ltd.
4.50%, 10/20/2025(a)

     109       106,996  

4.75%, 10/20/2028(a)

     857       831,753  
    

 

 

 
       938,749  
    

 

 

 

Transportation - Services – 1.4%

    

ENA Master Trust
4.00%, 05/19/2048(a)

     370       274,031  

ERAC USA Finance LLC
3.85%, 11/15/2024(a)

     711       697,747  

4.599%, 05/01/2028(a)

     212       211,485  

4.90%, 05/01/2033(a)

     257       256,990  

5.40%, 05/01/2053(a)

     367       369,290  

Penske Truck Leasing Co. Lp/PTL Finance Corp.
3.90%, 02/01/2024(a)

     300       295,902  

4.20%, 04/01/2027(a)

     117       112,222  

United Parcel Service, Inc.
4.875%, 03/03/2033

     298       308,218  
    

 

 

 
       2,525,885  
    

 

 

 
       103,521,932  
    

 

 

 

Financial Institutions – 32.6%

    

Banking – 22.6%

 

AIB Group PLC
7.583%, 10/14/2026(a)

     455       469,778  

Ally Financial, Inc.
8.00%, 11/01/2031

     355       374,667  

Banco de Credito del Peru S.A.
3.125%, 07/01/2030(a)

     274       251,361  

Banco Santander SA
1.722%, 09/14/2027

     600       527,814  

2.749%, 12/03/2030

     600       475,434  

Bank of America Corp.
2.592%, 04/29/2031

     575       487,439  

2.884%, 10/22/2030

     450       391,568  

3.384%, 04/02/2026

     390       376,081  

3.846%, 03/08/2037

     510       440,497  

3.97%, 03/05/2029

     520       493,334  

3.974%, 02/07/2030

     390       364,865  

4.271%, 07/23/2029

     727       696,611  

4.827%, 07/22/2026

     495       490,312  

Bank of Ireland Group PLC
6.253%, 09/16/2026(a)

     320       319,395  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Barclays PLC
5.088%, 06/20/2030

   $ 490     $ 458,449  

7.437%, 11/02/2033

     275       302,918  

BBVA Bancomer SA/Texas
5.875%, 09/13/2034(a)

     330       296,443  

BNP Paribas SA
1.904%, 09/30/2028(a)

     531       459,034  

2.591%, 01/20/2028(a)

     450       408,227  

4.625%, 02/25/2031(a)(c)

     223       159,155  

BPCE SA
5.029%, 01/15/2025(a)

     488       477,103  

5.975%, 01/18/2027(a)

     322       324,647  

Capital One Financial Corp.
5.468%, 02/01/2029

     146       143,600  

Citigroup, Inc.
2.666%, 01/29/2031

     400       343,340  

3.875%, 02/18/2026(c)

     344       293,250  

Series W
4.00%, 12/10/2025(c)

     368       321,176  

Series Y
4.15%, 11/15/2026(c)

     569       470,119  

Cooperatieve Rabobank UA
5.564%, 02/28/2029(a)

     605       613,397  

Credit Suisse Group AG
4.55%, 04/17/2026

     790       736,833  

6.373%, 07/15/2026(a)

     738       719,867  

Danske Bank A/S
4.298%, 04/01/2028(a)

     250       237,223  

6.466%, 01/09/2026(a)

     350       351,194  

Deutsche Bank AG/New York NY
2.311%, 11/16/2027

     910       786,458  

6.119%, 07/14/2026

     173       171,080  

6.72%, 01/18/2029

     684       695,614  

7.079%, 02/10/2034

     392       365,262  

Discover Bank
4.682%, 08/09/2028

     385       356,953  

Discover Financial Services
6.70%, 11/29/2032

     175       185,134  

Federation des Caisses Desjardins du Quebec
5.70%, 03/14/2028(a)

     297       304,178  

Goldman Sachs Group, Inc. (The)
1.542%, 09/10/2027

     881       780,663  

1.948%, 10/21/2027

     340       304,688  

3.102%, 02/24/2033

     48       41,326  

HSBC Holdings PLC
2.206%, 08/17/2029

     335       285,018  

3.973%, 05/22/2030

     837       770,291  

 

22    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.583%, 06/19/2029

   $ 970     $ 931,122  

4.60%, 12/17/2030(c)

     267       202,100  

4.755%, 06/09/2028

     420       410,336  

4.762%, 03/29/2033

     242       223,165  

6.161%, 03/09/2029

     547       562,579  

8.113%, 11/03/2033

     259       292,569  

Intesa Sanpaolo SpA
7.00%, 11/21/2025(a)

     224       228,780  

Series XR
4.00%, 09/23/2029(a)

     519       458,256  

JPMorgan Chase & Co.
2.947%, 02/24/2028

     405       376,820  

3.702%, 05/06/2030

     335       312,629  

4.323%, 04/26/2028

     560       549,354  

4.912%, 07/25/2033

     51       50,782  

8.00%, 04/29/2027

     520       586,555  

KBC Group NV
5.796%, 01/19/2029(a)

     209       211,880  

Lloyds Banking Group PLC
5.871%, 03/06/2029

     389       397,861  

7.50%, 06/27/2024(c)

     287       275,138  

7.953%, 11/15/2033

     516       575,789  

M&T Bank Corp.
3.50%, 09/01/2026(c)

     264       173,422  

Mitsubishi UFJ Financial Group, Inc.
1.64%, 10/13/2027

     828       735,405  

2.852%, 01/19/2033

     375       312,915  

5.475%, 02/22/2031

     227       230,448  

5.541%, 04/17/2026

     453       454,522  

Mizuho Financial Group, Inc.
5.414%, 09/13/2028

     1,010       1,020,231  

5.667%, 05/27/2029

     375       382,016  

5.739%, 05/27/2031

     375       384,023  

Morgan Stanley
2.484%, 09/16/2036

     500       383,810  

3.622%, 04/01/2031

     125       114,374  

5.123%, 02/01/2029

     330       331,495  

6.296%, 10/18/2028

     595       625,178  

6.342%, 10/18/2033

     210       228,709  

Series G
4.431%, 01/23/2030

     440       424,873  

National Australia Bank Ltd.
3.347%, 01/12/2037(a)

     665       540,718  

Nationwide Building Society
2.972%, 02/16/2028(a)

     404       369,155  

PNC Financial Services Group, Inc. (The)
4.626%, 06/06/2033

     245       227,524  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.068%, 01/24/2034

   $ 149     $ 146,708  

Series O
8.977% (LIBOR 3 Month + 3.68%), 08/01/2023(c)(d)

     358       357,012  

Santander Holdings USA, Inc.
2.49%, 01/06/2028

     220       193,032  

4.40%, 07/13/2027

     320       304,771  

6.499%, 03/09/2029

     325       326,593  

Santander UK Group Holdings PLC
6.534%, 01/10/2029

     970       997,373  

Societe Generale SA
2.797%, 01/19/2028(a)

     795       711,549  

6.446%, 01/10/2029(a)

     451       460,945  

Standard Chartered PLC
1.456%, 01/14/2027(a)

     345       307,588  

3.971%, 03/30/2026(a)

     245       236,408  

4.305%, 05/21/2030(a)

     495       459,860  

State Street Corp.
4.821%, 01/26/2034

     43       42,862  

Svenska Handelsbanken AB
4.375%, 03/01/2027(a)(c)

     400       339,300  

Synchrony Bank
5.625%, 08/23/2027

     250       237,755  

Toronto-Dominion Bank (The)
3.625%, 09/15/2031

     485       458,024  

Truist Financial Corp.
1.95%, 06/05/2030

     39       31,419  

5.122%, 01/26/2034

     189       183,230  

Series Q
5.10%, 03/01/2030(c)

     382       337,791  

UBS Group AG
3.126%, 08/13/2030(a)

     535       460,394  

4.703%, 08/05/2027(a)

     335       323,191  

US Bancorp
4.839%, 02/01/2034

     124       118,648  

Wells Fargo & Co.
3.908%, 04/25/2026

     553       539,297  

Series BB
3.90%, 03/15/2026(c)

     805       701,131  

Western Union Co. (The)
2.75%, 03/15/2031

     490       392,353  

Westpac Banking Corp.
3.02%, 11/18/2036

     630       494,525  

4.11%, 07/24/2034

     475       428,763  
    

 

 

 
       41,496,851  
    

 

 

 

 

24    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Brokerage – 1.3%

    

Charles Schwab Corp. (The)
Series G
5.375%, 06/01/2025(c)

   $ 477     $ 455,568  

Series I
4.00%, 06/01/2026(c)

     595       498,283  

Jefferies Financial Group, Inc.
5.50%, 10/18/2023

     444       443,183  

Nomura Holdings, Inc.
5.709%, 01/09/2026

     322       323,485  

Voya Financial, Inc.
5.65%, 05/15/2053

     690       689,634  
    

 

 

 
       2,410,153  
    

 

 

 

Finance – 1.8%

    

Air Lease Corp.
1.875%, 08/15/2026

     513       456,811  

Aircastle Ltd.
2.85%, 01/26/2028(a)

     664       577,614  

4.25%, 06/15/2026

     21       19,952  

5.25%, 08/11/2025(a)

     210       205,928  

Aviation Capital Group LLC
1.95%, 01/30/2026(a)

     274       245,370  

1.95%, 09/20/2026(a)

     391       341,296  

3.50%, 11/01/2027(a)

     116       104,835  

4.375%, 01/30/2024(a)

     220       216,247  

Synchrony Financial
2.875%, 10/28/2031

     368       271,462  

3.95%, 12/01/2027

     558       492,485  

4.875%, 06/13/2025

     267       252,027  

5.15%, 03/19/2029

     57       53,204  
    

 

 

 
       3,237,231  
    

 

 

 

Insurance – 4.1%

    

ACE Capital Trust II
9.70%, 04/01/2030

     345       412,213  

Allstate Corp. (The)
Series B
5.75%, 08/15/2053

     712       697,774  

Guardian Life Insurance Co. of America (The)
3.70%, 01/22/2070(a)

     210       147,055  

Hartford Financial Services Group, Inc. (The)
Series ICON
6.989% (LIBOR 3 Month + 2.12%),
02/12/2047(a)(d)

     535       433,944  

Humana, Inc.
5.75%, 03/01/2028

     264       275,238  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Massachusetts Mutual Life Insurance Co.
5.077%, 02/15/2069(a)

   $ 170     $ 154,996  

MassMutual Global Funding II
0.60%, 04/12/2024(a)

     420       401,705  

0.85%, 06/09/2023(a)

     270       268,671  

Met Tower Global Funding
0.70%, 04/05/2024(a)

     705       676,666  

MetLife Capital Trust IV
7.875%, 12/15/2037(a)

     150       158,832  

MetLife, Inc.
Series D
5.875%, 03/15/2028(c)

     170       157,979  

Nationwide Mutual Insurance Co.
9.375%, 08/15/2039(a)

     120       158,969  

New York Life Insurance Co.
4.45%, 05/15/2069(a)

     180       156,749  

Nippon Life Insurance Co.
2.75%, 01/21/2051(a)

     490       407,058  

Peachtree Corners Funding Trust
3.976%, 02/15/2025(a)

     110       107,083  

Prudential Financial, Inc.
5.20%, 03/15/2044

     547       524,376  

5.375%, 05/15/2045

     260       248,264  

5.625%, 06/15/2043

     689       687,780  

Reinsurance Group of America, Inc.
3.15%, 06/15/2030

     383       336,607  

Swiss Re Finance Luxembourg SA
5.00%, 04/02/2049(a)

     400       382,412  

UnitedHealth Group, Inc.
4.95%, 05/15/2062

     345       338,038  

6.05%, 02/15/2063

     290       333,944  
    

 

 

 
       7,466,353  
    

 

 

 

REITs – 2.8%

    

American Homes 4 Rent LP
4.25%, 02/15/2028

     5       4,735  

Boston Properties LP
2.90%, 03/15/2030

     570       462,481  

6.75%, 12/01/2027

     288       293,282  

Essential Properties LP
2.95%, 07/15/2031

     454       335,874  

GLP Capital LP/GLP Financing II, Inc.
4.00%, 01/15/2030

     435       388,581  

5.25%, 06/01/2025

     313       307,451  

5.375%, 04/15/2026

     114       112,948  

Kilroy Realty LP
3.45%, 12/15/2024

     40       38,401  

 

26    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Public Storage
5.308% (SOFR + 0.47%), 04/23/2024(d)

   $ 335     $ 333,626  

Realty Income Corp.
4.60%, 02/06/2024

     1,016       1,010,890  

Regency Centers LP
3.75%, 06/15/2024

     33       32,344  

Simon Property Group LP
5.85%, 03/08/2053

     297       300,701  

SITE Centers Corp.
4.25%, 02/01/2026

     178       167,799  

4.70%, 06/01/2027

     295       274,238  

Spirit Realty LP
3.20%, 02/15/2031

     385       322,310  

4.00%, 07/15/2029

     132       119,563  

Vornado Realty LP
2.15%, 06/01/2026

     425       357,667  

3.40%, 06/01/2031

     358       253,435  
    

 

 

 
       5,116,326  
    

 

 

 
       59,726,914  
    

 

 

 

Utility – 7.0%

    

Electric – 6.5%

    

AEP Texas, Inc.
4.70%, 05/15/2032

     404       397,209  

AES Panama Generation Holdings SRL
4.375%, 05/31/2030(a)

     200       172,502  

Alfa Desarrollo SpA
4.55%, 09/27/2051(a)

     219       157,619  

American Transmission Systems
2.65%, 01/15/2032(a)

     455       384,875  

Berkshire Hathaway Energy Co.
4.50%, 02/01/2045

     300       274,623  

CenterPoint Energy, Inc.
5.369% (SOFR + 0.65%), 05/13/2024(d)

     310       309,126  

Commonwealth Edison Co.
5.30%, 02/01/2053

     294       306,980  

Series 133
3.85%, 03/15/2052

     185       153,382  

Consolidated Edison Co. of New York, Inc.
3.60%, 06/15/2061

     220       167,372  

4.50%, 05/15/2058

     290       252,982  

Series A
4.125%, 05/15/2049

     280       237,910  

Duke Energy Carolinas LLC
3.45%, 04/15/2051

     400       307,080  

Duke Energy Corp.
4.20%, 06/15/2049

     218       180,286  

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Duke Energy Progress LLC
4.00%, 04/01/2052

   $ 134     $ 112,788  

Empresas Publicas de Medellin ESP
4.25%, 07/18/2029(a)

     200       156,350  

Enel Chile SA
4.875%, 06/12/2028

     62       60,345  

Enel Finance International NV
7.75%, 10/14/2052(a)

     495       578,284  

Engie Energia Chile SA
3.40%, 01/28/2030(a)

     425       348,181  

Fells Point Funding Trust
3.046%, 01/31/2027(a)

     261       244,519  

Florida Power & Light Co.
3.95%, 03/01/2048

     632       550,415  

4.95%, 06/01/2035

     455       465,324  

4.963% (SOFR + 0.25%), 05/10/2023(d)

     140       139,936  

5.30%, 04/01/2053

     183       194,957  

5.69%, 03/01/2040

     255       277,399  

Georgia Power Co.
4.30%, 03/15/2042

     340       301,291  

4.70%, 05/15/2032

     165       164,700  

Kentucky Utilities Co.
3.30%, 06/01/2050

     52       38,029  

Massachusetts Electric Co.
4.004%, 08/15/2046(a)

     355       276,343  

National Rural Utilities Cooperative Finance Corp.
0.35%, 02/08/2024

     590       569,285  

3.40%, 11/15/2023

     265       262,398  

3.45%, 06/15/2025

     365       355,944  

NextEra Energy Capital Holdings, Inc.
5.65%, 05/01/2079

     404       368,092  

6.051%, 03/01/2025

     475       482,904  

Niagara Mohawk Power Corp.
2.759%, 01/10/2032(a)

     556       464,338  

5.783%, 09/16/2052(a)

     320       332,675  

NRG Energy, Inc.
7.00%, 03/15/2033(a)

     284       295,019  

Public Service Electric and Gas Co.
3.80%, 03/01/2046

     385       319,754  

Public Service Enterprise Group, Inc.
8.625%, 04/15/2031

     248       297,491  

San Diego Gas & Electric Co.
Series WWW
2.95%, 08/15/2051

     215       151,472  

Southern Co. (The)
2.95%, 07/01/2023

     412       410,224  

 

28    |     AB CORPORATE INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Southern Power Co.
Series F
4.95%, 12/15/2046

   $ 77     $ 69,280  

Virginia Electric & Power Co.
8.875%, 11/15/2038

     233       323,868  
    

 

 

 
       11,913,551  
    

 

 

 

Natural Gas – 0.5%

    

Atmos Energy Corp.
3.375%, 09/15/2049

     325       248,752  

GNL Quintero SA
4.634%, 07/31/2029(a)

     153       148,496  

NiSource, Inc.
5.65%, 02/01/2045

     60       62,542  

Piedmont Natural Gas Co., Inc.
5.05%, 05/15/2052

     435       409,309  
    

 

 

 
       869,099  
    

 

 

 
       12,782,650  
    

 

 

 

Total Corporates - Investment Grade
(cost $188,186,090)

       176,031,496  
 

 

 

 
    

QUASI-SOVEREIGNS – 0.9%

    

Quasi-Sovereign Bonds – 0.9%

    

Chile – 0.3%

 

Empresa de Transporte de Pasajeros Metro SA
3.65%, 05/07/2030(a)

     350       325,237  

4.70%, 05/07/2050(a)

     295       256,650  
    

 

 

 
       581,887  
    

 

 

 

Mexico – 0.4%

    

Comision Federal de Electricidad
3.348%, 02/09/2031(a)

     321       255,757  

Petroleos Mexicanos
6.50%, 01/23/2029

     135       113,673  

6.75%, 09/21/2047

     112       68,936  

6.95%, 01/28/2060

     169       102,372  

7.69%, 01/23/2050

     80       53,300  
    

 

 

 
       594,038  
    

 

 

 

Peru – 0.1%

    

Corp. Financiera de Desarrollo SA
2.40%, 09/28/2027(a)

     250       212,500  
    

 

 

 

 

abfunds.com  

AB CORPORATE INCOME SHARES    |    29


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Qatar – 0.1%

    

QatarEnergy
3.125%, 07/12/2041(a)

   $ 277     $ 218,103  
    

 

 

 

Total Quasi-Sovereigns
(cost $2,008,702)

       1,606,528  
 

 

 

 
    

GOVERNMENTS - SOVEREIGN BONDS – 0.6%

    

Colombia – 0.3%

    

Colombia Government International Bond
3.125%, 04/15/2031

     562       415,985  

5.20%, 05/15/2049

     200       134,663  
    

 

 

 
       550,648  
    

 

 

 

Mexico – 0.2%

    

Mexico Government International Bond
4.60%, 01/23/2046

     200       168,100  

4.75%, 03/08/2044

     120       104,348  
    

 

 

 
       272,448  
    

 

 

 

Peru – 0.0%

    

Peruvian Government International Bond
2.392%, 01/23/2026

     53       50,012  
    

 

 

 

Qatar – 0.1%

    

Qatar Government International Bond
4.817%, 03/14/2049(a)

     228       225,620  
    

 

 

 

Uruguay – 0.0%

    

Uruguay Government International Bond
4.375%, 01/23/2031

     54       54,327  
    

 

 

 

Total Governments - Sovereign Bonds
(cost $1,404,083)

       1,153,055  
 

 

 

 
    

CORPORATES - NON-INVESTMENT GRADE – 0.5%

    

Industrial – 0.4%

    

Consumer Cyclical - Automotive – 0.2%

 

Ford Motor Credit Co. LLC
3.81%, 01/09/2024

     395       387,997  
    

 

 

 

Consumer Non-Cyclical – 0.2%

    

Perrigo Finance Unlimited Co.
4.375%, 03/15/2026

     420       405,510  
    

 

 

 
    793,507  
 

 

 

 

 

30    |     AB CORPORATE INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Financial Institutions – 0.1%

    

REITs – 0.1%

    

Office Properties Income Trust
3.45%, 10/15/2031

   $ 351     $ 180,737  
    

 

 

 

Total Corporates - Non-Investment Grade
(cost $1,142,608)

       974,244  
 

 

 

 

Total Investments – 98.1%
(cost $192,741,483)

       179,765,323  

Other assets less liabilities – 1.9%

       3,470,826  
 

 

 

 

Net Assets – 100.0%

     $ 183,236,149  
 

 

 

 

FUTURES (see Note C)

 

Description   Number of
Contracts
    Expiration
Month
    Current
Notional
    Value and
Unrealized
Appreciation
(Depreciation)
 

Purchased Contracts

 

U.S. 10 Yr Ultra Futures

    19       June 2023     $     2,307,609     $ 27,754  

U.S. T-Note 5 Yr (CBT) Futures

    83       June 2023       9,108,602       131,854  

U.S. Ultra Bond (CBT) Futures

    66       June 2023       9,332,812       211,559  

Sold Contracts

 

U.S. T-Note 2 Yr (CBT) Futures

    30       June 2023       6,184,922       (59,570

U.S. T-Note 10 Yr (CBT) Futures

    9       June 2023       1,036,828       (31,473
       

 

 

 
  $     280,124  
 

 

 

 

CENTRALLY CLEARED CREDIT DEFAULT SWAPS (see Note C)

 

Swap Counterparty &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
April 30,
2023
    Notional
Amount
(000)
    Market
Value
   

Upfront
Premiums

Paid

(Received)

    Unrealized
Appreciation
(Depreciation)
 

Sale Contracts

 

CDX-NAIG Series 40, 5 Year Index, 06/20/2028*

    1.00     Quarterly       0.76     USD       3,280     $   40,517     $   16,893     $   23,624  

 

*

Termination date

 

(a)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At April 30, 2023, the aggregate market value of these securities amounted to $37,181,009 or 20.3% of net assets.

 

(b)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2023.

 

(c)

Securities are perpetual and, thus, do not have a predetermined maturity date. The date shown, if applicable, reflects the next call date.

 

(d)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2023.

 

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PORTFOLIO OF INVESTMENTS (continued)

 

Glossary:

CBT – Chicago Board of Trade

CDX-NAIG – North American Investment Grade Credit Default Swap Index

LIBOR – London Interbank Offered Rate

REIT – Real Estate Investment Trust

SOFR – Secured Overnight Financing Rate

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

April 30, 2023

 

Assets

 

Investments in securities, at value (cost $192,741,483)

   $ 179,765,323  

Cash

     3,641,097  

Cash collateral due from broker

     719,325  

Receivable for investment securities sold

     2,225,904  

Interest and dividends receivable

     2,036,569  

Receivable for shares of beneficial interest sold

     734,677  

Receivable for variation margin on futures

     154,925  

Receivable for variation margin on centrally cleared swaps

     1,476  
  

 

 

 

Total assets

     189,279,296  
  

 

 

 
Liabilities

 

Payable for investment securities purchased

     5,413,316  

Dividends payable

     551,620  

Payable for shares of beneficial interest redeemed

     72,594  

Foreign capital gains tax payable

     5,617  
  

 

 

 

Total liabilities

     6,043,147  
  

 

 

 

Net Assets

   $ 183,236,149  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 186  

Additional paid-in capital

     222,254,251  

Accumulated loss

     (39,018,288
  

 

 

 

Net Assets

   $     183,236,149  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 18,642,514 common shares outstanding)

   $ 9.83  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2023

 

Investment Income

 

Interest

   $     6,283,607     

Other income

     400     
  

 

 

    

Total investment income

      $ 6,284,007  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized loss on:

     

Investment transactions

        (18,610,306

Futures

        (2,967,483

Swaps

        (271,298

Net change in unrealized appreciation (depreciation) of:

     

Investments(a)

            12,822,198  

Futures

        1,886,795  

Swaps

        236,393  
     

 

 

 

Net loss on investment transactions

        (6,903,701
     

 

 

 

Net Decrease in Net Assets from Operations

      $ (619,694
     

 

 

 

 

(a)

Net of decrease in accrued foreign capital gains taxes on unrealized gains of $71.

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2023
    Year Ended
April 30,
2022
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 6,284,007     $ 6,619,146  

Net realized loss on investment transactions

     (21,849,087     (2,059,176

Net change in unrealized appreciation (depreciation) of investments

     14,945,386       (31,460,792
  

 

 

   

 

 

 

Net decrease in net assets from operations

     (619,694     (26,900,822

Distribution to Shareholders

     (6,423,355     (9,462,001
Transactions in Shares of Beneficial Interest     

Net increase (decrease)

     (32,270,574     50,167,122  
  

 

 

   

 

 

 

Total increase (decrease)

     (39,313,623     13,804,299  
Net Assets

 

Beginning of period

     222,549,772       208,745,473  
  

 

 

   

 

 

 

End of period

   $     183,236,149     $     222,549,772  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

April 30, 2023

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Corporate Income Shares (the “Fund”).

Shares of the Fund are offered exclusively to holders of accounts established under wrap-fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Trust’s Board of Trustees (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and

 

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any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023:

 

Investments in
Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

        

Corporates – Investment Grade

   $ – 0  –    $ 176,031,496     $ – 0  –    $ 176,031,496  

Quasi-Sovereigns

     – 0  –      1,606,528       – 0  –      1,606,528  

Governments – Sovereign Bonds

     – 0  –      1,153,055       – 0  –      1,153,055  

Corporates – Non-Investment Grade

     – 0  –      974,244       – 0  –      974,244  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     – 0  –      179,765,323       – 0  –      179,765,323  

Other Financial Instruments(a):

        

Assets:

        

Futures

     371,167       – 0  –      – 0  –      371,167 (b) 

Centrally Cleared Credit Default Swaps

     – 0  –      40,517       – 0  –      40,517  

Liabilities:

        

Futures

     (91,043     – 0  –      – 0  –      (91,043 )(b) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $   280,124     $   179,805,840     $   – 0  –    $   180,085,964  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(b)

Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Advisory Agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

their net asset value without any sales charge. The Fund does not pay a fee for this service. The Underwriter is a wholly owned subsidiary of the Adviser.

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2023 were as follows:

 

     Purchases      Sales  

Investment securities (excluding

     

U.S. government securities)

   $     132,564,447      $     164,319,378  

U.S. government securities

     2,193,139        2,203,633  

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $     193,001,984  
  

 

 

 

Gross unrealized appreciation

   $ 1,600,318  

Gross unrealized depreciation

     (14,817,182
  

 

 

 

Net unrealized depreciation

   $ (13,216,864
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

 

   

Futures

The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential movements in the market. The Fund bears the market risk that arises from changes in the value of these instruments and the imperfect correlation between movements in the price of the futures and movements in the price of the assets, reference rates or indices which they are designed to track. Among other things, the Fund may purchase or sell futures for foreign currencies or options thereon for non-hedging purposes as a means of making direct investment in foreign currencies.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

At the time the Fund enters into futures, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the exchange on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for exchange-traded futures is generally less than privately negotiated futures, since the clearinghouse, which is the issuer or counterparty to each exchange-traded future, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Use of long futures subjects the Fund to risk of loss in excess of the amounts shown on the statement of assets and liabilities, up to the notional value of the futures. Use of short futures subjects the Fund to unlimited risk of loss. Under some circumstances, futures exchanges may establish daily limits on the amount that the price of futures can vary from the previous day’s settlement price, which could effectively prevent liquidation of unfavorable positions.

During the year ended April 30, 2023, the Fund held futures for hedging purposes.

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of

 

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each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2023, the Fund held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain

 

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circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

Credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect of the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended April 30, 2023, the Fund held credit default swaps for non-hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty,

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the year ended April 30, 2023, the Fund had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

  Receivable for variation margin on futures   $ 371,167   Payable for variation margin on futures   $ 91,043

Credit contracts

  Receivable for variation margin on centrally cleared swaps     23,624    
   

 

 

     

 

 

 

Total

    $     394,791       $     91,043  
   

 

 

     

 

 

 

 

*

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

Derivative Type

 

Location of Gain or
(Loss) on Derivatives
Within Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain (loss) on futures; Net change in unrealized appreciation (depreciation) of futures   $ (2,967,483   $ 1,886,795  

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps     (290,908     196,023  

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps     19,610       40,370  
   

 

 

   

 

 

 

Total

    $     (3,238,781   $     2,123,188  
   

 

 

   

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2023:

 

Futures:

  

Average notional amount of buy contracts

   $     21,093,505  

Average notional amount of sale contracts

   $ 9,076,739  

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $     1,190,000 (a) 

Centrally Cleared Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 3,280,000  

 

(a)

Positions were open for ten months during the year.

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
    

Year Ended
April 30,

2023

   

Year Ended
April 30,

2022

         

Year Ended
April 30,

2023

   

Year Ended
April 30,

2022

       
  

 

 

   

Shares sold

     5,687,055       9,419,121       $ 55,690,609     $ 111,031,586    

 

   

Shares redeemed

     (8,813,736     (5,307,601       (87,961,183     (60,864,464  

 

   

Net increase (decrease)

     (3,126,681     4,111,520       $ (32,270,574   $ 50,167,122    

 

   

NOTE E

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy initiatives and resulting market reactions to those initiatives.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

LIBOR Transition and Associated Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In 2017, the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. As announced by the FCA and LIBOR’s administrator, ICE Benchmark Administration, most LIBOR settings (which reflect LIBOR rates quoted in different currencies over various time periods) have not been published since the end of 2021, but the most widely used U.S. Dollar LIBOR settings are expected to continue to be published until June 30, 2023. However, banks were strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. It is possible that a subset of LIBOR settings will be published after these dates on a

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

“synthetic” basis, but any such publications would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market and has been used increasingly on a voluntary basis in new instruments and transactions. In addition, on March 15, 2022, the Adjustable Interest Rate Act was signed into law. This law provides a statutory fallback mechanism to replace LIBOR with a benchmark rate that is selected by the Federal Reserve Board and based on SOFR for certain contracts that reference LIBOR without adequate fallback provisions. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the law by identifying benchmark rates based on SOFR that will replace LIBOR in different categories of financial contracts after June 30, 2023. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.

The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or NAV. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended April 30, 2023.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2023 and April 30, 2022 were as follows:

 

     2023     2022  

Distributions paid from:

    

Ordinary income

   $ 6,423,355     $ 7,221,076  

Net long-term capital gains

     – 0  –       2,240,925  
  

 

 

   

 

 

 

Total distributions paid

   $     6,423,355     $     9,462,001  
  

 

 

   

 

 

 

As of April 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 694,916  

Accumulated capital and other losses

     (25,934,898 )(a) 

Unrealized appreciation (depreciation)

     (13,221,069 )(b) 
  

 

 

 

Total accumulated earnings (deficit)

   $     (38,461,051 )(c) 
  

 

 

 

 

(a)

As of April 30, 2023, the Fund had a net capital loss carryforward of $25,934,898.

 

(b)

The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the recognition for tax purposes of unrealized gains/losses on certain derivative instruments, the tax treatment of callable bonds, the tax treatment of swaps, and the tax deferral of losses on wash sales.

 

(c)

The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to dividends payable.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2023, the Fund had a net short-term capital loss carryforward of $11,821,465 and a net long-term capital loss carryforward of $14,113,433, which may be carried forward for an indefinite period.

During the current fiscal year, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.

NOTE H

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848)—Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

 

    Year Ended April 30,  
    2023     2022     2021     2020     2019  
 

 

 

 

Net asset value, beginning of period

    $  10.22       $  11.82       $  11.56       $  11.11       $  10.81  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .39       .33       .37       .44       .44  

Net realized and unrealized gain (loss) on investment transactions

    (.39     (1.47     .55       .51       .30  
 

 

 

 

Net increase (decrease) in net asset value from operations

    – 0  –      (1.14     .92       .95       .74  
 

 

 

 

Less: Dividends and Distributions

         

Dividends from net investment income

    (.39     (.34     (.38     (.45     (.44

Distributions from net realized gain on investment transactions

    – 0  –      (.12     (.28     (.05     – 0  – 
 

 

 

 

Total dividends and distributions

    (.39     (.46     (.66     (.50     (.44
 

 

 

 

Net asset value, end of period

    $  9.83       $  10.22       $  11.82       $  11.56       $  11.11  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    .16     (10.08 )%      7.90     8.65     7.03

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $183,236       $222,550       $208,745       $114,455       $98,680  

Ratio to average net assets of:

         

Net investment income

    3.94     2.84     3.02     3.83     4.06

Portfolio turnover rate

    85     49     43     87     140

 

(a)

Based on average shares outstanding.

 

(b)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Trustees of

AB Corporate Income Shares

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Corporate Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

June 26, 2023

 

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2023 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2023.

For foreign shareholders, 76.41% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2024.

 

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BOARD OF TRUSTEES

 

Garry Moody(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Onur Erzan, President and

Chief Executive Officer

  

Nancy P. Jacklin(1)

Jeanette W. Loeb(1)

Carol C. McMullen(1)

Marshall C. Turner, Jr.(1)

OFFICERS

Timothy Kurpis(2), Vice President

Tiffanie Wong(2), Vice President

Nancy E. Hay, Secretary

Michael B. Reyes, Senior Vice President

  

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Jennifer Friedland, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
One Congress Street,
Suite 1
Boston, MA 02114

 

Principal Underwriter

AllianceBernstein Investments, Inc.

501 Commerce Street

Nashville, TN 37203

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

 

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

Transfer Agent

AllianceBernstein Investor Services,

Inc.
P.O. Box 786003
San Antonio, TX 78278
Toll-Free (800) 221-5672

 

1

Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Corporate Income Shares Investment Team. Mr. Kurpis and Ms. Wong are the investment professionals primarily responsible for the day-to-day management of the Fund’s Portfolio.

 

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TRUSTEES AND OFFICERS INFORMATION

 

Board of Trustees Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustees is set forth below.

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE
INTERESTED TRUSTEE    

Onur Erzan,#

47

(2021)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent 19 years with McKinsey, most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEE    

Garry Moody,##

Chairman of the Board

71

(2008)

  Private Investor since prior to 2018. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, where he serves as Chairman of the Governance Committee. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Jorge A. Bermudez,##

72

(2020)

  Private Investor since prior to 2018. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.     76     Moody’s Corporation since April 2011
     
Michael J. Downey,##
79
(2005)
  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
75
(2006)
  Private Investor since prior to 2018. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     76     None
     
Jeanette W. Loeb,##
71
(2020)
  Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a director or trustee of the AB Funds since April 2020.     76    

Apollo Investment Corp. (business development company) since August 2011

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Carol C. McMullen,##
67
(2016)
  Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, member, Mass General Brigham Investment Committee (formerly, Partners Healthcare) (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016 and serves as Chair of the Audit Committees of such funds since February 2023.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Marshall C. Turner, Jr.,##
81
(2005)
  Private Investor since prior to 2018. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.     76     None

 

*

The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department, Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

 

**

There is no stated term of office for the Trust’s Trustees.

 

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust.

 

#

Mr. Erzan is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

##

Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

Officer Information

Certain information concerning the Trust’s officers is set forth below.

 

NAME, ADDRESS,*

AND AGE

  

POSITION(S)

HELD WITH FUND

   PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Onur Erzan

47

   President and Chief Executive Officer    See biography above.
     
Timothy Kurpis
34
   Vice President    Senior Vice President of the Adviser/Manager,** with which he has been associated in a substantially similar capacity and as a trader since prior to 2018.
     

Tiffanie Wong

37

   Vice President    Senior Vice President of the Adviser,** with which she has been associated since prior to 2018. She is also Director – Fixed Income Responsible Investing Portfolio Management; and Director – US Investment-Grade Credit.
     
Nancy E. Hay
51
   Secretary    Senior Vice President and Counsel of the Adviser**, with which she has been associated since prior to 2018 and Assistant Secretary of ABI**.
     
Michael B. Reyes
46
   Senior Vice President    Vice President of the Adviser,** with which he has been associated since prior to 2018.
     
Joseph J. Mantineo
64
   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2018.
     

Phyllis J. Clarke

62

   Controller    Vice President of ABIS,** with which she has been associated since prior to 2018.
     
Jennifer Friedland
49
   Chief Compliance Officer    Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.

 

*

The address for each of the Trust’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**

The Adviser, ABI and ABIS are affiliates of the Trust.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800)-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

 

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Corporate Income Shares (the “Fund”) at a meeting held in-person on November 1-3, 2022 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2020 and 2021 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and

 

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AB CORPORATE INCOME SHARES    |    67


distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2022 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee

 

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sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors recognized that such information was of limited utility in light of the Fund’s unusual fee arrangement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional clients. In this regard, the Adviser noted, among other things, that, compared to institutional accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

 

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Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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This page is not part of the Shareholder Report or the Financial Statements.

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Disruptors ETF

High Yield ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Low Volatility Equity ETF

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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NOTES

 

 

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LOGO

AB CORPORATE INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

CIS-0151-0423                 LOGO


APR    04.30.23

LOGO

ANNUAL REPORT

AB TAXABLE MULTI-SECTOR INCOME SHARES

 

LOGO

 


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We’re pleased to provide this report for AB Taxable Multi-Sector Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

 

+   

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

 

+   

Applying differentiated investment insights through a connected global research network

 

+   

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

For more information about AB’s comprehensive range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

 

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

 

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ANNUAL REPORT

 

June 1, 2023

This report provides management’s discussion of fund performance for AB Taxable Multi-Sector Income Shares for the annual reporting period ended April 30, 2023. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The Fund’s investment objective is to generate income and price appreciation.

NAV RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     6 Months      12 Months  
AB TAXABLE MULTI-SECTOR INCOME SHARES      3.59%        2.21%  
Bloomberg US Aggregate ex Government Bond Index      7.78%        -0.09%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Bloomberg US Aggregate ex Government Bond Index, for the six- and 12-month periods ended April 30, 2023.

During the 12-month period, the Fund outperformed the benchmark. Industry allocation contributed, relative to the benchmark, mainly due to gains from no exposure to conventional and Ginnie Mae mortgage-backed securities, and an overweight to US municipal bonds that were partially offset by losses from the use of interest rate swaps, no exposure to sovereign bonds and exposure to collateralized mortgage obligations. Yield-curve positioning was the largest detractor. Security selection detracted because of selection among US municipal bonds, consumer noncyclical, commercial mortgage-backed securities (“CMBS”), capital goods, technology and energy.

In the six-month period, the Fund underperformed the benchmark. Yield-curve positioning detracted the most from performance. Security selection also detracted, mostly from selection within US municipal bonds, CMBS, banking, consumer noncyclical, energy and technology. Industry allocation contributed, primarily from gains by having no exposure to conventional and Ginnie Mae mortgage-backed securities that were offset somewhat by exposure to US Treasury bonds.

During both periods, the Fund used derivatives in the form of interest rate swaps for hedging purposes, which detracted from absolute returns, as well as credit default swaps for hedging and investment purposes, which added to returns.

 

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MARKET REVIEW AND INVESTMENT STRATEGY

During the 12-month period ended April 30, 2023, fixed-income government bond market yields were extremely volatile in all major developed markets. Government bond prices fell in all major markets except Australia, Canada and Japan. Most central banks raised interest rates significantly to combat persistent inflation. Stress in the global banking sector led treasury markets to rally on growth concerns in March. Global investment-grade corporate bonds, which typically have longer maturities and are more sensitive to changes in yields than high-yield corporates, had mixed returns and outperformed global treasuries overall with flat returns—outperforming US Treasury bonds in the US and eurozone treasuries in the euro bloc. Developed-market high-yield corporate bonds had positive returns and significantly outperformed global treasuries while also outperforming respective treasury markets in the US and eurozone. Emerging-market local-currency sovereign bonds materially led risk asset returns as the US dollar fell versus the majority of developed- and emerging-market currencies. Emerging-market hard-currency sovereign bonds fell, yet outperformed global developed-market treasuries, with investment-grade posting positive returns while high-yield fell. Emerging-market hard-currency corporate bonds had positive returns, with high-yield leading investment-grade during the period. Brent crude oil prices fell significantly on reduced demand and economic growth concerns.

The Fund’s Senior Investment Management Team (the “Team”) continues to seek attractively priced securities through top-down and bottom-up research, while mitigating overall risk. The Team invests primarily in single-sector, investment-grade issues of global corporates but has leeway to invest in below investment-grade bonds as well.

INVESTMENT POLICIES

The Fund invests, under normal circumstances, at least 80% of its net assets in fixed-income securities. The Fund may invest in a broad range of securities in both developed and emerging markets. The Fund may invest across all fixed-income sectors, including corporate and US and non-US government securities. The Fund may invest up to 50% of its assets in below investment-grade bonds (“junk bonds”). The Fund expects to invest in readily marketable fixed-income securities with a range of maturities from short- to long-term.

The Fund may invest without limit in US dollar-denominated foreign fixed-income securities and may invest up to 50% of its assets in non-US dollar-denominated foreign fixed-income securities. These investments may include, in each case, developed- and emerging-market debt securities.

 

(continued on next page)

 

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AB TAXABLE MULTI-SECTOR INCOME SHARES    |    3


The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.

The Fund may also invest in mortgage-related and other asset-backed securities; loan participations; inflation-indexed securities; structured securities; variable-, floating- and inverse-floating-rate instruments; and preferred stock, and may use other investment techniques. The Fund may use leverage for investment purposes. The Fund intends, among other things, to enter into transactions such as reverse repurchase agreements, forward contracts and dollar rolls. The Fund may invest, without limit, in derivatives, such as options, futures contracts, forwards or swap agreements.

Currencies can have a dramatic effect on returns of non-US dollar-denominated fixed-income securities, significantly adding to returns in some years and greatly diminishing them in others. The Adviser evaluates currency and fixed-income positions separately and may seek to hedge the currency exposure resulting from the Fund’s fixed-income securities positions when it finds the currency exposure unattractive. To hedge a portion of its currency risk, the Fund may from time to time invest in currency-related derivatives, including forward currency exchange contracts, futures contracts, options on futures contracts, swaps and options. The Adviser may also seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg US Aggregate ex Government Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg US Aggregate ex Government Bond Index represents the performance of securities within the US investment-grade fixed-rate bond market, with index components for corporate securities, mortgage pass-through securities, asset-backed securities and CMBS. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Below Investment-Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate

 

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DISCLOSURES AND RISKS (continued)

 

sensitivity, negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Foreign (Non-US) Risk: Investments in securities of non-US issuers may involve more risk than those of US issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging-Market Risk: Investments in emerging-market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk: Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Mortgage-Related and/or Other Asset-Backed Securities Risk: Investments in mortgage-related and other asset-backed securities are subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by nongovernmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or

 

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DISCLOSURES AND RISKS (continued)

 

illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Sector Risk: The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors. To the extent it does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Leverage Risk: To the extent the Fund uses leveraging techniques, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Fund’s investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

 

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DISCLOSURES AND RISKS (continued)

 

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (800) 227 4618. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes reinvestment of distributions and does not account for taxes.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus and/or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

4/30/2013 TO 4/30/2023

 

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Taxable Multi-Sector Income Shares (from 4/30/2013 to 4/30/2023) as compared with the performance of the Fund’s benchmark.

 

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HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     NAV Returns  
1 Year      2.21%  
5 Years      1.91%  
10 Years      1.53%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2023 (unaudited)

 

     NAV Returns  
1 Year      1.12%  
5 Years      1.83%  
10 Years      1.50%  

The prospectus fee table shows the fees and the total annual operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses, except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

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EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you may incur various ongoing non-operating and extraordinary costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning
Account Value
November 1, 2022
    Ending
Account Value
April 30, 2023
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $   1,000     $   1,035.90     $   – 0 –       0.00

Hypothetical**

  $ 1,000     $ 1,024.79     $ – 0 –       0.00

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2023 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $371.9

 

 

 

 

LOGO

 

1

The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

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PORTFOLIO OF INVESTMENTS

April 30, 2023

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES - INVESTMENT GRADE – 59.3%

    

Industrial – 36.6%

    

Basic – 2.9%

    

Air Products and Chemicals, Inc.
1.50%, 10/15/2025

   $ 1,600     $ 1,492,000  

Eastman Chemical Co.
3.80%, 03/15/2025

     2,000       1,952,720  

EIDP, Inc.
1.70%, 07/15/2025

     1,265       1,192,414  

Georgia-Pacific LLC
0.625%, 05/15/2024(a)

     1,750       1,667,715  

LyondellBasell Industries NV
5.75%, 04/15/2024

     1,140       1,142,383  

Nucor Corp.
2.00%, 06/01/2025

     2,640       2,487,619  

Southern Copper Corp.
3.875%, 04/23/2025

     1,000       973,000  
    

 

 

 
       10,907,851  
    

 

 

 

Capital Goods – 4.8%

    

Caterpillar Financial Services Corp.
5.071% (SOFR + 0.27%), 09/13/2024(b)

     1,000       992,840  

CNH Industrial Capital LLC
1.95%, 07/02/2023

     2,000       1,987,080  

Emerson Electric Co.
1.80%, 10/15/2027

     2,000       1,803,900  

Illinois Tool Works, Inc.
3.50%, 03/01/2024

     1,550       1,529,370  

John Deere Capital Corp.
1.75%, 03/09/2027

     1,700       1,554,174  

4.957% (SOFR + 0.12%), 07/10/2023(b)

     1,000       998,530  

Northrop Grumman Corp.
2.93%, 01/15/2025

     2,000       1,939,220  

Parker-Hannifin Corp.
2.70%, 06/14/2024

     1,000       973,070  

3.25%, 03/01/2027

     1,700       1,624,231  

Republic Services, Inc.
2.50%, 08/15/2024

     1,000       969,020  

Trane Technologies Luxembourg Finance SA
3.55%, 11/01/2024

     2,000       1,951,620  

Waste Management, Inc.
2.40%, 05/15/2023

     1,630       1,626,984  
    

 

 

 
       17,950,039  
    

 

 

 

Communications - Media – 0.5%

    

Omnicom Group, Inc./Omnicom Capital, Inc.
3.65%, 11/01/2024

     2,000       1,961,860  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Communications - Telecommunications – 0.4%

    

T-Mobile USA, Inc.
2.625%, 04/15/2026

   $ 1,402     $ 1,316,282  
    

 

 

 

Consumer Cyclical - Automotive – 0.8%

    

General Motors Financial Co., Inc.
5.10%, 01/17/2024

     1,500       1,495,980  

6.137% (SOFR + 1.30%), 04/07/2025(b)

     1,500       1,493,595  
    

 

 

 
       2,989,575  
    

 

 

 

Consumer Cyclical - Entertainment – 0.4%

    

YMCA of Greater New York
2.303%, 08/01/2026

     1,765       1,598,949  
    

 

 

 

Consumer Cyclical - Other – 1.8%

    

DR Horton, Inc.
2.50%, 10/15/2024

     2,875       2,769,660  

Las Vegas Sands Corp.
3.20%, 08/08/2024

     2,885       2,791,295  

Marriott International, Inc./MD
3.75%, 03/15/2025

     1,075       1,050,383  
    

 

 

 
       6,611,338  
    

 

 

 

Consumer Cyclical - Restaurants – 0.8%

    

McDonald's Corp.
3.375%, 05/26/2025

     1,000       978,830  

Starbucks Corp.
2.45%, 06/15/2026

     2,000       1,887,200  
    

 

 

 
       2,866,030  
    

 

 

 

Consumer Cyclical - Retailers – 2.5%

    

AutoZone, Inc.
3.25%, 04/15/2025

     2,000       1,936,880  

Costco Wholesale Corp.
2.75%, 05/18/2024

     1,000       977,480  

Dollar Tree, Inc.
4.00%, 05/15/2025

     2,000       1,967,180  

NIKE, Inc.
2.40%, 03/27/2025

     2,250       2,179,372  

VF Corp.
2.40%, 04/23/2025

     1,670       1,579,002  

Walmart, Inc.
3.30%, 04/22/2024

     500       493,055  
    

 

 

 
       9,132,969  
    

 

 

 

Consumer Non-Cyclical – 7.3%

    

AmerisourceBergen Corp.
3.25%, 03/01/2025

     1,350       1,312,591  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Baxter International, Inc.
0.868%, 12/01/2023

   $ 2,300     $ 2,236,773  

Baylor Scott & White Holdings
Series 2021
0.827%, 11/15/2025

     2,275       2,055,895  

Cardinal Health, Inc.
3.079%, 06/15/2024

     1,000       977,020  

Cigna Group (The)
4.125%, 11/15/2025

     1,000       987,570  

CommonSpirit Health
2.76%, 10/01/2024

     1,000       970,530  

Gilead Sciences, Inc.
3.65%, 03/01/2026

     1,000       978,300  

3.70%, 04/01/2024

     1,300       1,281,813  

Hershey Co. (The)
0.90%, 06/01/2025

     1,300       1,208,519  

2.30%, 08/15/2026

     1,400       1,331,904  

Philip Morris International, Inc.
3.375%, 08/11/2025

     2,000       1,953,500  

Providence Health & Services Obligated Group
4.379%, 10/01/2023

     3,530       3,530,000  

Shire Acquisitions Investments Ireland DAC
2.875%, 09/23/2023

     640       633,197  

Sysco Corp.
3.75%, 10/01/2025

     2,500       2,445,400  

Tyson Foods, Inc.
3.95%, 08/15/2024

     3,000       2,958,450  

UPMC
Series D-1
3.60%, 04/03/2025

     2,250       2,196,630  
    

 

 

 
       27,058,092  
    

 

 

 

Energy – 7.8%

    

BP Capital Markets America, Inc.
3.017%, 01/16/2027

     2,035       1,948,635  

Canadian Natural Resources Ltd.
3.80%, 04/15/2024

     3,000       2,951,760  

Chevron Corp.
1.141%, 05/11/2023

     1,665       1,663,235  

Continental Resources, Inc./OK
3.80%, 06/01/2024

     3,000       2,942,970  

Devon Energy Corp.
4.50%, 01/15/2030

     1,745       1,672,042  

EOG Resources, Inc.
4.15%, 01/15/2026

     2,000       1,985,940  

EQT Corp.
6.125%, 02/01/2025(c)

     2,350       2,361,303  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Exxon Mobil Corp.
2.992%, 03/19/2025

   $ 2,000     $ 1,948,000  

Hess Corp.
4.30%, 04/01/2027

     2,000       1,962,820  

MPLX LP
4.00%, 03/15/2028

     1,685       1,626,244  

Ovintiv Exploration Inc.
5.375%, 01/01/2026

     2,200       2,207,810  

Phillips 66
0.90%, 02/15/2024

     1,900       1,836,654  

Pioneer Natural Resources Co.
1.125%, 01/15/2026

     2,680       2,445,044  

Transcontinental Gas Pipe Line Co. LLC
4.00%, 03/15/2028

     1,665       1,605,010  
    

 

 

 
       29,157,467  
    

 

 

 

Services – 2.7%

    

Alibaba Group Holding Ltd.
3.60%, 11/28/2024

     1,500       1,463,625  

Booking Holdings, Inc.
3.65%, 03/15/2025

     1,000       981,770  

eBay, Inc.
1.90%, 03/11/2025

     2,000       1,892,360  

Enterprise Community Loan Fund, Inc.
Series 2018
3.685%, 11/01/2023

     1,180       1,169,238  

Mastercard, Inc.
2.00%, 03/03/2025

     2,250       2,153,835  

Verisk Analytics, Inc.
4.00%, 06/15/2025

     2,500       2,446,025  
    

 

 

 
       10,106,853  
    

 

 

 

Technology – 3.9%

    

Apple, Inc.
2.40%, 05/03/2023

     1,250       1,250,000  

Fiserv, Inc.
2.75%, 07/01/2024

     2,250       2,186,415  

Hewlett Packard Enterprise Co.
1.45%, 04/01/2024

     1,715       1,656,073  

International Business Machines Corp.
3.30%, 05/15/2026

     2,000       1,939,220  

Kyndryl Holdings, Inc.
2.05%, 10/15/2026

     1,751       1,533,228  

Microchip Technology, Inc.
4.25%, 09/01/2025

     1,000       980,880  

Oracle Corp.
2.50%, 04/01/2025

     3,100       2,959,043  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

TSMC Arizona Corp.
1.75%, 10/25/2026

   $ 2,220     $ 2,013,229  
    

 

 

 
       14,518,088  
    

 

 

 
       136,175,393  
    

 

 

 

Financial Institutions – 19.1%

    

Banking – 14.7%

    

Banco Bilbao Vizcaya Argentaria SA
5.862%, 09/14/2026

     1,000       997,700  

Bank of America Corp.
3.093%, 10/01/2025

     1,250       1,206,850  

3.458%, 03/15/2025

     500       490,580  

3.824%, 01/20/2028

     1,000       956,530  

5.272% (BSBY 3 Month + 0.43%), 05/28/2024(b)

     1,000       997,770  

Barclays PLC
1.007%, 12/10/2024

     1,500       1,451,685  

3.932%, 05/07/2025

     1,000       977,610  

BPCE SA
5.15%, 07/21/2024(a)

     1,100       1,079,298  

Capital One Financial Corp.
2.636%, 03/03/2026

     1,000       940,060  

Citigroup, Inc.
1.678%, 05/15/2024

     1,000       998,730  

3.106%, 04/08/2026

     2,500       2,405,025  

Credit Suisse AG/New York NY
7.95%, 01/09/2025

     2,650       2,710,022  

Danske Bank A/S
6.214% (LIBOR 3 Month + 1.06%), 09/12/2023(a)(b)

     2,250       2,250,000  

Deutsche Bank AG/New York NY
6.119%, 07/14/2026

     2,000       1,977,800  

Discover Bank
3.45%, 07/27/2026

     2,385       2,212,398  

Fifth Third Bancorp
2.375%, 01/28/2025

     1,000       947,810  

Goldman Sachs Group, Inc. (The)
3.814%, 04/23/2029

     2,000       1,883,960  

HSBC Holdings PLC
1.645%, 04/18/2026

     2,210       2,043,255  

2.099%, 06/04/2026

     1,000       931,110  

2.633%, 11/07/2025

     1,000       953,300  

ING Groep NV
5.85% (SOFR + 1.01%), 04/01/2027(b)

     1,350       1,316,750  

JPMorgan Chase & Co.
1.514%, 06/01/2024

     1,800       1,793,862  

3.797%, 07/23/2024

     725       721,984  

5.307% (SOFR + 0.54%), 06/01/2025(b)

     1,300       1,287,169  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

KeyBank NA/Cleveland OH
5.18% (SOFR + 0.34%), 01/03/2024(b)

   $ 2,000     $ 1,975,940  

Mitsubishi UFJ Financial Group, Inc.
1.412%, 07/17/2025

     2,300       2,115,264  

Mizuho Financial Group, Inc.
1.241%, 07/10/2024

     2,000       1,982,560  

Morgan Stanley
2.72%, 07/22/2025

     1,000       965,180  

3.591%, 07/22/2028

     1,000       945,910  

Nationwide Building Society
4.363%, 08/01/2024(a)

     200       199,086  

NatWest Group PLC
4.269%, 03/22/2025

     2,000       1,971,620  

Santander Holdings USA, Inc.
5.807%, 09/09/2026

     1,000       989,360  

Sumitomo Mitsui Financial Group, Inc.
1.474%, 07/08/2025

     2,600       2,399,202  

Synchrony Bank
5.625%, 08/23/2027

     1,865       1,773,652  

Toronto-Dominion Bank (The)
5.148% (SOFR + 0.35%), 09/10/2024(b)

     2,000       1,981,700  

Wells Fargo & Co.
2.188%, 04/30/2026

     2,850       2,685,070  

2.406%, 10/30/2025

     1,150       1,100,447  
    

 

 

 
       54,616,249  
    

 

 

 

Brokerage – 1.5%

    

Charles Schwab Corp. (The)
5.32% (SOFR + 0.50%), 03/18/2024(b)

     3,000       2,967,810  

Nomura Holdings, Inc.
1.851%, 07/16/2025

     2,750       2,525,573  
    

 

 

 
       5,493,383  
    

 

 

 

Finance – 1.0%

    

Air Lease Corp.
2.30%, 02/01/2025

     1,000       947,120  

3.875%, 07/03/2023

     300       298,968  

Aircastle Ltd.
4.125%, 05/01/2024

     2,500       2,446,675  
    

 

 

 
       3,692,763  
    

 

 

 

REITs – 1.9%

    

American Tower Corp.
3.375%, 05/15/2024

     2,100       2,055,291  

GLP Capital LP/GLP Financing II, Inc.
5.375%, 04/15/2026

     3,000       2,972,310  

Kite Realty Group Trust 
4.00%, 03/15/2025

     1,000       951,580  

 

18    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Simon Property Group LP
3.50%, 09/01/2025

   $ 1,000     $ 966,060  
    

 

 

 
       6,945,241  
    

 

 

 
       70,747,636  
    

 

 

 

Utility – 3.6%

    

Electric – 2.3%

    

DTE Energy Co.
Series F
1.05%, 06/01/2025

     2,000       1,848,160  

National Rural Utilities Cooperative Finance Corp.
3.40%, 02/07/2028

     2,000       1,912,720  

Pinnacle West Capital Corp.
1.30%, 06/15/2025

     2,700       2,480,301  

WEC Energy Group, Inc.
0.80%, 03/15/2024

     2,400       2,310,360  
    

 

 

 
       8,551,541  
    

 

 

 

Natural Gas – 0.6%

    

Southern Co. Gas Capital Corp.
2.45%, 10/01/2023

     2,200       2,170,740  
    

 

 

 

Other Utility – 0.7%

    

American Water Capital Corp.
3.40%, 03/01/2025

     1,135       1,108,328  

3.85%, 03/01/2024

     1,650       1,633,120  
    

 

 

 
       2,741,448  
    

 

 

 
       13,463,729  
    

 

 

 

Total Corporates – Investment Grade
(cost $225,962,027)

       220,386,758  
    

 

 

 
    

LOCAL GOVERNMENTS - US MUNICIPAL BONDS – 14.7%

    

United States – 14.7%

    

Antonio B Won Pat International Airport Authority
Series 2021-A
2.499%, 10/01/2025

     740       687,204  

California Earthquake Authority
Series 2022-A
5.603%, 07/01/2027

     2,000       2,044,472  

Chicago O'Hare International Airport
Series 2020-D
1.168%, 01/01/2024

     2,000       1,946,885  

City & County of Denver CO. Airport System Revenue
Series 2020-C
1.115%, 11/15/2024

     750       709,235  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of Glendale AZ
(City of Glendale AZ COP)
Series 2021
0.897%, 07/01/2024

   $ 3,000     $ 2,852,910  

City of Houston TX Airport System Revenue
Series 2020-C
1.272%, 07/01/2024

     1,000       957,144  

City of Jacksonville FL
(City of Jacksonville FL Lease)
Series 2020-C
0.594%, 10/01/2023

     1,500       1,473,260  

City of New York NY
Series 2021
0.982%, 08/01/2025

     380       352,315  

Series 2021-D
0.59%, 08/01/2023

     1,625       1,607,205  

Colorado Health Facilities Authority
(Sanford Obligated Group)
Series 2019-B
2.396%, 11/01/2023

     1,050       1,035,031  

Commonwealth of Massachusetts
(Commonwealth of Massachusetts COVID-19 Recovery Assessment Revenue)
Series 2022-B
4.11%, 07/15/2031

     2,000       1,984,213  

County of Broward FL Airport System Revenue
Series 2019-C
2.384%, 10/01/2026

     1,000       935,536  

Florida Municipal Power Agency
(Florida Municipal Power Agency All-Requirements Power Supply Project Revenue)
Series 2021
1.425%, 10/01/2026

     1,000       901,047  

Golden State Tobacco Securitization Corp.
Series 2021
1.85%, 06/01/2031

     350       349,145  

Inland Empire Tobacco Securitization Corp.
Series 2019
3.678%, 06/01/2038

     770       722,753  

Kansas Development Finance Authority
(State of Kansas Department of Administration Lease)
Series 2021-K
0.407%, 05/01/2023

     1,415       1,415,000  

 

20    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Louisiana Local Government Environmental Facilities & Community Development Auth
(Louisiana Utilities Restoration Corp ELL System Restoration Revenue)
Series 2023
5.081%, 06/01/2031

   $ 3,000     $ 3,025,679  

Massachusetts Development Finance Agency (Berklee College of Music, Inc.)
Series 2020
1.494%, 10/01/2023

     385       378,764  

Metropolitan Pier & Exposition Authority
Series 2022
3.00%, 06/15/2024

     1,000       990,243  

Metropolitan Transportation Authority
Series 2019-A
5.00%, 11/15/2048

     2,000       2,023,023  

Michigan Finance Authority
(Michigan Finance Authority School Loan Revolving Fund)
Series 2019
2.366%, 09/01/2049

     1,000       991,687  

Municipal Electric Authority of Georgia
Series 2021
1.897%, 01/01/2027

     385       343,377  

New Jersey Economic Development Authority (New Jersey Economic Development Authority State Lease)
Series 2021-G
5.25%, 09/01/2023(a)

     1,440       1,447,485  

Series 2023
4.927%, 03/01/2026

     1,050       1,052,223  

New Jersey Turnpike Authority
Series 2021-B
0.638%, 01/01/2024

     1,000       970,862  

0.897%, 01/01/2025

     2,000       1,875,361  

New York State Urban Development Corp.
Series 2020-F
0.87%, 03/15/2025

     1,400       1,312,657  

Oklahoma Development Finance Authority
Remove Series 2022
3.877%, 05/01/2037

     1,760       1,717,437  

Pennsylvania Turnpike Commission
Series 2019
2.556%, 12/01/2025

     760       721,057  

Port of Portland OR Airport Revenue
Series 2020-T
1.00%, 07/01/2023

     1,200       1,191,816  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Reedy Creek Improvement District
Series 2020-A
1.549%, 06/01/2023

   $ 700     $ 697,859  

State Board of Administration Finance Corp. (Florida Hurricane Catastrophe Fund)
Series 2020-A
1.258%, 07/01/2025

     1,010       939,963  

State of California
Series 2023
5.10%, 03/01/2029

     2,000       2,083,960  

State of Connecticut
Series 2021-A
0.309%, 06/01/2023

     150       149,416  

0.508%, 06/01/2024

     1,000       955,177  

Series 2022-A
3.292%, 06/15/2025

     1,000       978,694  

State of Hawaii Airports System Revenue
Series 2020-E
1.392%, 07/01/2025

     1,000       937,643  

State of Illinois
Series 2023-A
5.254%, 05/01/2024

     1,500       1,498,375  

5.254%, 05/01/2025

     1,000       1,005,574  

Tennessee Energy Acquisition Corp
(Goldman Sachs Group, Inc. (The))
Series 2023-A
5.75%, 05/01/2028

     2,000       2,035,177  

Texas Natural Gas Securitization Finance Corp
Series 2023
5.102%, 04/01/2035

     2,000       2,099,634  

Tobacco Settlement Finance Authority/WV (Tobacco Settlement Finance Authority/WV)
Series 2020
3.00%, 06/01/2035

     869       868,862  

University of California
Series 2022-S
5.00%, 05/15/2024

     2,500       2,551,927  
    

 

 

 

Total Local Governments – US Municipal Bonds
(cost $56,226,695)

       54,817,287  
    

 

 

 
    

ASSET-BACKED SECURITIES – 11.7%

    

Autos - Fixed Rate – 9.7%

    

American Credit Acceptance Receivables Trust 
Series 2023-1, Class A
5.45%, 09/14/2026(a)

     1,316       1,312,879  

 

22    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Americredit Automobile Receivables Trust 
Series 2023-1, Class A2A
5.84%, 10/19/2026

   $ 2,250     $ 2,255,055  

Avis Budget Rental Car Funding AESOP LLC
Series 2023-3A, Class A
5.44%, 02/22/2028(a)

     3,000       3,023,046  

Carmax Auto Owner Trust 
Series 2021-1, Class C
0.94%, 12/15/2026

     500       461,040  

Carvana Auto Receivables Trust 
Series 2021-N1, Class C
1.30%, 01/10/2028

     422       394,263  

Series 2023-N1, Class A
6.28%, 04/12/2027(a)

     1,500       1,498,303  

CPS Auto Receivables Trust 
Series 2021-A, Class C
0.83%, 09/15/2026(a)

     168       166,417  

Series 2021-B, Class C
1.23%, 03/15/2027(a)

     997       977,545  

DT Auto Owner Trust 
Series 2021-1A, Class C
0.84%, 10/15/2026(a)

     500       486,389  

Exeter Automobile Receivables Trust 
Series 2021-1A, Class C
0.74%, 01/15/2026

     987       971,916  

Flagship Credit Auto Trust 
Series 2023-1, Class A2
5.38%, 12/15/2026(a)

     3,000       2,987,452  

Foursight Capital Automobile Receivables Trust 
Series 2021-1, Class C
1.02%, 09/15/2026(a)

     850       820,545  

Series 2023-1, Class A2
5.43%, 10/15/2026(a)

     3,000       2,983,442  

JPMorgan Chase Bank NA – CACLN
Series 2021-1, Class B
0.875%, 09/25/2028(a)

     539       522,306  

LAD Auto Receivables Trust 
Series 2023-1A, Class A2
5.68%, 10/15/2026(a)

     3,000       2,992,991  

Lendbuzz Securitization Trust 
Series 2023-1A, Class A2
6.92%, 08/15/2028(a)

     3,500       3,505,965  

Tricolor Auto Securitization Trust 
Series 2023-1A, Class A
6.48%, 08/17/2026(a)

     2,797       2,792,008  

Westlake Automobile Receivables Trust 
Series 2021-1A, Class C
0.95%, 03/16/2026(a)

     2,000       1,944,247  

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2023-2A, Class A2A
5.87%, 07/15/2026(a)

   $ 3,000     $ 3,000,531  

World Omni Select Auto Trust 
Series 2023-A, Class A2A
5.92%, 03/15/2027

     3,000       3,019,874  
    

 

 

 
       36,116,214  
    

 

 

 

Other ABS - Fixed Rate – 2.0%

    

ACHV ABS TRUST 
Series 2023-2PL, Class A
6.42%, 05/20/2030(a)

     450       450,474  

Affirm Asset Securitization Trust 
Series 2021-Z1, Class A
1.07%, 08/15/2025(a)

     214       207,892  

Dext ABS LLC
Series 2023-1, Class A2
5.99%, 03/15/2032(a)

     2,250       2,249,776  

Domino's Pizza Master Issuer LLC
Series 2021-1A, Class A2I
2.662%, 04/25/2051(a)

     784       677,285  

Pagaya AI Debt Trust 
Series 2023-3, Class A
7.60%, 12/16/2030(a)

     3,000       3,018,555  

Theorem Funding Trust 
Series 2023-1A, Class A
7.58%, 04/15/2029(a)

     850       850,951  
    

 

 

 
       7,454,933  
    

 

 

 

Total Asset-Backed Securities
(cost $43,871,685)

       43,571,147  
    

 

 

 
    

AGENCIES – 11.3%

    

Agency Debentures – 11.3%

    

Federal Home Loan Banks
4.50%, 10/03/2024

     26,000       25,990,640  

5.00%, 02/28/2025

     16,000       16,201,440  
    

 

 

 

Total Agencies
(cost $41,959,409)

       42,192,080  
    

 

 

 
    

COLLATERALIZED MORTGAGE OBLIGATIONS – 1.1%

    

Risk Share Floating Rate – 1.1%

    

Federal Home Loan Mortgage Corp. Structured Agency Credit Risk Debt Notes 
Series 2014-DN3, Class M3
9.02% (LIBOR 1 Month + 4.00%), 08/25/2024(b)

     31       31,859  

 

24    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2015-DNA1, Class M3
8.32% (LIBOR 1 Month + 3.30%), 10/25/2027(b)

   $ 34     $ 34,628  

Series 2023-DNA1, Class M1A
6.924% (SOFR + 2.10%), 03/25/2043(a)(b)

     401       402,337  

Series 2023-DNA2, Class M1A
6.899% (SOFR + 2.10%), 04/25/2043(a)(b)

     1,623       1,627,035  

Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C01, Class M2
9.42% (LIBOR 1 Month + 4.40%), 01/25/2024(b)

     118       119,716  

Series 2014-C03, Class 2M2
7.92% (LIBOR 1 Month + 2.90%), 07/25/2024(b)

     44       44,931  

Series 2016-C01, Class 1M2
11.77% (LIBOR 1 Month + 6.75%), 08/25/2028(b)

     175       189,476  

Series 2016-C02, Class 1M2
11.02% (LIBOR 1 Month + 6.00%), 09/25/2028(b)

     156       164,652  

Series 2016-C03, Class 1M2
10.32% (LIBOR 1 Month + 5.30%), 10/25/2028(b)

     97       102,220  

Series 2023-R03, Class 2M1
7.315% (SOFR + 2.50%), 04/25/2043(a)(b)

     1,147       1,149,867  
    

 

 

 
       3,866,721  
    

 

 

 

Agency Fixed Rate – 0.0%

    

Federal Home Loan Mortgage Corp. REMICs
Series 4029, Class LD
1.75%, 01/15/2027

     47       45,374  

Series 4459, Class CA
5.00%, 12/15/2034

     16       15,922  
    

 

 

 
       61,296  
    

 

 

 

Total Collateralized Mortgage Obligations
(cost $3,921,634)

       3,928,017  
    

 

 

 
    

CORPORATES - NON-INVESTMENT GRADE – 0.9%

    

Industrial – 0.9%

    

Consumer Cyclical - Automotive – 0.7%

    

Ford Motor Credit Co. LLC
4.95%, 05/28/2027

     779       737,456  

6.80%, 05/12/2028

     950       950,760  

7.35%, 11/04/2027

     1,000       1,030,020  
    

 

 

 
       2,718,236  
    

 

 

 

 

abfunds.com  

AB TAXABLE MULTI-SECTOR INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Consumer Non-Cyclical – 0.2%

    

Newell Brands, Inc.
4.70%, 04/01/2026(c)

   $ 613     $ 585,378  

4.875%, 06/01/2025

     183       178,242  
    

 

 

 
       763,620  
    

 

 

 

Total Corporates – Non-Investment Grade
(cost $3,569,946)

       3,481,856  
    

 

 

 
    

COMMERCIAL MORTGAGE-BACKED SECURITIES – 0.6%

    

Non-Agency Floating Rate CMBS – 0.6%

    

BAMLL Commercial Mortgage Securities Trust 
Series 2017-SCH, Class AF
5.948% (LIBOR 1 Month + 1.00%), 11/15/2033(a)(b)

     1,000       953,288  

DBWF Mortgage Trust 
Series 2018-GLKS, Class A
6.081% (LIBOR 1 Month + 1.13%), 12/19/2030(a)(b)

     1,000       982,430  

Invitation Homes Trust 
Series 2018-SFR4, Class A
6.048% (LIBOR 1 Month + 1.10%), 01/17/2038(a)(b)

     311       310,469  
    

 

 

 
       2,246,187  
    

 

 

 

Non-Agency Fixed Rate CMBS – 0.0%

    

LSTAR Commercial Mortgage Trust 
Series 2016-4, Class A2
2.579%, 03/10/2049(a)

     21       20,991  
    

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $2,325,881)

       2,267,178  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 0.9%

    

Investment Companies – 0.9%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 4.74%(d)(e)(f)
(cost $3,253,935)

     3,253,935       3,253,935  
    

 

 

 

Total Investments – 100.5%
(cost $381,091,212)

       373,898,258  

Other assets less liabilities – (0.5)%

       (2,034,848
    

 

 

 

Net Assets – 100.0%

     $ 371,863,410  
    

 

 

 

 

26    |    AB TAXABLE MULTI-SECTOR INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

     

Rate Type

     
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     44,000       01/31/2024     1 Day SOFR   1.031%   Annual   $   (1,693,044   $   – 0  –    $   (1,693,044
USD     16,000       03/31/2025     1 Day SOFR   4.121%   Annual     (7,396     – 0  –      (7,396
           

 

 

   

 

 

   

 

 

 
            $ (1,700,440   $ – 0  –    $ (1,700,440
           

 

 

   

 

 

   

 

 

 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap Counterparty &
Referenced Obligation
  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
April 30,
2023
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 

Sale Contracts

 

Citigroup Global Markets, Inc.

 

CDX-CMBX.NA.A
Series 6, 05/11/2063*

    2.00     Monthly       7.50   USD   961     $   (154,822   $ 8,439     $   (163,261

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 18       (3,780       (1,686     (2,094

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 34       (6,968     (4,268     (2,700

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 103       (21,260     (9,338     (11,922

Credit Suisse International

 

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 10       (2,126     (957     (1,169

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 128       (26,457     (11,925     (14,532

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 192       (39,568     (17,376     (22,192

Goldman Sachs International

 

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD 167       (34,371     (14,651     (19,720

JPMorgan Securities, LLC

 

CDX-CMBX.NA.BBB- Series 6, 05/11/2063*

    3.00       Monthly       7.50     USD   610       (125,910     (85,630     (40,280
         

 

 

   

 

 

   

 

 

 
          $   (415,262   $   (137,392   $   (277,870
         

 

 

   

 

 

   

 

 

 

 

*

Termination date

 

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PORTFOLIO OF INVESTMENTS (continued)

 

(a)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At April 30, 2023, the aggregate market value of these securities amounted to $48,559,000 or 13.1% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2023.

 

(c)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2023.

 

(d)

Affiliated investments.

 

(e)

To obtain a copy of the fund's shareholder report, please go to the Securities and Exchange Commission's website at www.sec.gov, or call AB at (800) 227-4618.

 

(f)

The rate shown represents the 7-day yield as of period end.

Glossary:

ABS – Asset-Backed Securities

BSBY – Bloomberg Short-Term Bank Yield Index

CDX-CMBX.NA – North American Commercial Mortgage-Backed Index

CMBS – Commercial Mortgage-Backed Securities

COP – Certificate of Participation

LIBOR – London Interbank Offered Rate

REIT – Real Estate Investment Trust

REMICs – Real Estate Mortgage Investment Conduits

SOFR – Secured Overnight Financing Rate

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

April 30, 2023

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $377,837,277)

   $ 370,644,323  

Affiliated issuers (cost $3,253,935)

     3,253,935  

Cash

     517  

Cash collateral due from broker

     1,199,449  

Unaffiliated interest and dividends receivable

     2,448,089  

Receivable for shares of beneficial interest sold

     774,871  

Receivable for variation margin on centrally cleared swaps

     10,418  

Affiliated dividends receivable

     6,446  

Receivable due from Adviser

     137  
  

 

 

 

Total assets

     378,338,185  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     5,146,941  

Dividends payable

     887,944  

Market value on credit default swaps (net premiums received $137,392)

     415,262  

Payable for shares of beneficial interest redeemed

     24,628  
  

 

 

 

Total liabilities

     6,474,775  
  

 

 

 

Net Assets

   $ 371,863,410  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 388  

Additional paid-in capital

     383,560,601  

Accumulated loss

     (11,697,579
  

 

 

 

Net Assets

   $     371,863,410  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 38,844,244 common shares outstanding)

   $ 9.57  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2023

 

Investment Income      

Interest

   $     7,750,979     

Dividends—Affiliated issuers

     203,585     

Other income(a)

     7,990     
  

 

 

    

Total investment income

      $ 7,962,554  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (4,599,810

Swaps

        1,781,319  

Net change in unrealized appreciation (depreciation) of:

     

Investments

        4,312,513  

Swaps

            (1,500,812
     

 

 

 

Net loss on investment transactions

        (6,790
     

 

 

 

Net Increase in Net Assets from Operations

      $ 7,955,764  
     

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2023
    Year Ended
April 30,
2022
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 7,962,554     $ 3,163,524  

Net realized gain (loss) on investment transactions

     (2,818,491     1,000,597  

Net change in unrealized appreciation (depreciation) of investments

     2,811,701       (13,666,403
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     7,955,764       (9,502,282

Distribution to Shareholders

     (7,997,925     (4,804,206
Transactions in Shares of Beneficial Interest     

Net increase

     74,739,391       5,600,368  
  

 

 

   

 

 

 

Total increase (decrease)

     74,697,230       (8,706,120
Net Assets     

Beginning of period

     297,166,180       305,872,300  
  

 

 

   

 

 

 

End of period

   $     371,863,410     $     297,166,180  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

April 30, 2023

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Taxable Multi-Sector Income Shares (the “Fund”).

Shares of the Fund are offered exclusively to holders of accounts established under wrap fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Trust’s Board of Trustees (the “Board”). Pursuant to these procedures, the Adviser serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates—Investment Grade

  $ – 0  –    $ 220,386,758     $ – 0  –    $ 220,386,758  

Local Governments—US Municipal Bonds

    – 0  –      54,817,287       – 0  –      54,817,287  

Asset-Backed Securities

    – 0  –      43,571,147       – 0  –      43,571,147  

Agencies

    – 0  –      42,192,080       – 0  –      42,192,080  

Collateralized Mortgage Obligations

    – 0  –      3,928,017       – 0  –      3,928,017  

Corporates—Non-Investment Grade

    – 0  –      3,481,856       – 0  –      3,481,856  

Commercial Mortgage-Backed Securities

    – 0  –      2,267,178       – 0  –      2,267,178  

Short-Term Investments

    3,253,935       – 0  –      – 0  –      3,253,935  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    3,253,935       370,644,323       – 0  –      373,898,258  

Other Financial Instruments(a):

       

Assets

    – 0  –      – 0  –      – 0  –      – 0  – 

Liabilities:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      (1,700,440     – 0  –      (1,700,440 )(b) 

Credit Default Swaps

    – 0  –      (415,262     – 0  –      (415,262
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   3,253,935     $   368,528,621     $   – 0  –    $   371,782,556  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

  also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(b)

Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Advisory Agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

expenses. The Fund is an integral part of separately managed accounts in wrap fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund does not pay a fee for this service. The Underwriter is a wholly owned subsidiary of the Adviser.

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2023, such reimbursement amounted to $7,990.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2023 is as follows:

 

Fund

  Market Value
4/30/22
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/23
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     5,198     $     188,236     $     190,180     $     3,254     $     204  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2023 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $     154,161,670      $     86,074,213  

U.S. government securities

     115,150,313        94,727,825  

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $     381,347,887  
  

 

 

 

Gross unrealized appreciation

   $ 1,615,858  

Gross unrealized depreciation

     (10,343,167
  

 

 

 

Net unrealized depreciation

   $ (8,727,309
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures, making direct investments in foreign currencies, as described below under “Currency Transactions.” A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation (depreciation) of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation (depreciation) of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2023, the Fund held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit

 

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protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation. In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty.

Credit default swaps may involve greater risks than if the Fund had invested in the referenced obligation directly. Credit default swaps are subject to general market risk, liquidity risk, counterparty risk and credit risk. If the Fund is a buyer of protection and no credit event occurs, it will lose the payments it made to its counterparty. If the Fund is a seller of protection and a credit event occurs, the value of the referenced obligation received by the Fund coupled with the periodic payments previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

Implied credit spreads over U.S. Treasuries of comparable maturity utilized in determining the market value of credit default swaps on issuers as of period end are disclosed in the portfolio of investments. The implied spreads serve as an indicator of the current status of the payment/performance risk and typically reflect the likelihood of default by the issuer of the referenced obligation. The implied credit spread of a particular reference obligation also reflects the cost of buying/selling protection and may reflect upfront payments required to be made to enter into the agreement. Widening credit spreads typically represent a deterioration of the referenced obligation’s credit soundness and greater likelihood of default or other credit event occurring as defined under the terms of the agreement. A credit spread identified as “Defaulted” indicates a credit event has occurred for the referenced obligation.

During the year ended April 30, 2023, the Fund held credit default swaps for hedging purposes.

 

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The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the year ended April 30, 2023, the Fund had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

                   Payable for variation margin on centrally cleared swaps   $ 1,700,440

Credit contracts

      Market value on credit default swaps     415,262  
       

 

 

 

Total

        $     2,115,702  
       

 

 

 

 

*

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Derivative Type

 

Location of Gain
or (Loss) on
Derivatives Within
Statement of
Operations

   Realized Gain
or (Loss) on
Derivatives
     Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps    $ 1,756,585      $ (1,696,239

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps      24,734        195,427  
    

 

 

    

 

 

 

Total

     $     1,781,319      $     (1,500,812
    

 

 

    

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2023:

 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $     69,230,769  

Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 3,056,268  

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2023. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

  Derivative
Liabilities
Subject to a
MA
    Derivatives
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged*
    Net Amount
of Derivative
Liabilities
 

Citigroup Global Markets, Inc.

  $ 186,830     $ – 0  –    $ (186,830   $ – 0  –    $ – 0  – 

Credit Suisse International

    68,151       – 0  –      – 0  –      – 0  –      68,151  

Goldman Sachs International

    34,371       – 0  –      – 0  –      – 0  –      34,371  

JPMorgan Securities, LLC

    125,910      
– 0
 – 
    (125,910     – 0  –      – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   415,262     $   – 0  –    $   (312,740   $   – 0  –    $   102,522
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
     Year Ended
April 30,
2023
    Year Ended
April 30,
2022
          Year Ended
April 30,
2023
    Year Ended
April 30,
2022
       
  

 

 

   

Shares sold

     19,324,851       11,055,833       $ 183,674,700     $ 109,716,305    

 

   

Shares issued in reinvestment of dividends and distributions

     – 0  –      1         – 0  –      10    

 

   

Shares redeemed

     (11,468,545     (10,538,231       (108,935,309     (104,115,947  

 

   

Net increase

     7,856,306       517,603       $ 74,739,391     $ 5,600,368    

 

   

NOTE E

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full

 

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principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security.

Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy initiatives and resulting market reactions to those initiatives.

Below Investment-Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Foreign (Non-U.S.) Risk—Investments in securities of non-U.S. issuers may involve more risk than those of U.S. issuers. These securities may fluctuate more widely in price and may be more difficult to trade due to adverse market, economic, political, regulatory or other factors.

Emerging-Market Risk—Investments in emerging market countries may have more risk because the markets are less developed and less liquid as well as being subject to increased economic, political, regulatory or other uncertainties.

Currency Risk—Fluctuations in currency exchange rates may negatively affect the value of the Fund’s investments or reduce its returns.

Mortgage-Related and/or Other Asset-Backed Securities Risk—Investments in mortgage-related and other asset-backed securities are

 

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subject to certain additional risks. The value of these securities may be particularly sensitive to changes in interest rates. These risks include “extension risk”, which is the risk that, in periods of rising interest rates, issuers may delay the payment of principal, and “prepayment risk”, which is the risk that in periods of falling interest rates, issuers may pay principal sooner than expected, exposing the Fund to a lower rate of return upon reinvestment of principal. Mortgage-backed securities offered by non-governmental issuers and other asset-backed securities may be subject to other risks, such as higher rates of default in the mortgages or assets backing the securities or risks associated with the nature and servicing of mortgages or assets backing the securities.

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities.

Sector Risk—The Fund may have more risk because it may invest to a significant extent in one or more particular market sectors. To the extent it

 

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does so, market or economic factors affecting the relevant sector(s) could have a major effect on the value of the Fund’s investments.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

LIBOR Transition and Associated Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In 2017, the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. As announced by the FCA and LIBOR’s administrator, ICE Benchmark Administration, most LIBOR settings (which reflect LIBOR rates quoted in different currencies over various time periods) have not been published since the end of 2021, but the most widely used U.S. Dollar LIBOR settings are expected to continue to be published until June 30, 2023. However, banks were strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market and has been used increasingly on a voluntary basis in new

 

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instruments and transactions. In addition, on March 15, 2022, the Adjustable Interest Rate Act was signed into law. This law provides a statutory fallback mechanism to replace LIBOR with a benchmark rate that is selected by the Federal Reserve Board and based on SOFR for certain contracts that reference LIBOR without adequate fallback provisions. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the law by identifying benchmark rates based on SOFR that will replace LIBOR in different categories of financial contracts after June 30, 2023. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.

The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or NAV. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but

 

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there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended April 30, 2023.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2023 and April 30, 2022 were as follows:

 

     2023      2022  

Distributions paid from:

     

Ordinary income

   $ 7,510,630      $ 3,392,140  

Net long-term capital gains

     487,295        1,412,066  
  

 

 

    

 

 

 

Total taxable distributions paid

   $     7,997,925      $     4,804,206  
  

 

 

    

 

 

 

As of April 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $     898,596  

Accumulated capital and other losses

     (2,978,009 )(a) 

Unrealized appreciation (depreciation)

     (8,730,221 )(b) 
  

 

 

 

Total accumulated earnings (deficit)

   $     (10,809,634 )(c) 
  

 

 

 

 

(a)

As of April 30, 2023, the Fund had a net capital loss carryforward of $2,978,009.

 

(b)

The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the tax treatment of callable bonds, the tax treatment of swaps, and the tax deferral of losses on wash sales.

 

(c)

The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to dividends payable.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2023, the Fund had a net short-term capital loss carryforward of $2,978,009, which may be carried forward for an indefinite period.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the current fiscal year, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.

NOTE H

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

 

    Year Ended April 30,  
    2023     2022     2021     2020     2019  
 

 

 

 

Net asset value, beginning of period

    $  9.59       $  10.04       $  9.89       $  9.82       $  9.70  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .23       .10       .14       .24       .25  

Net realized and unrealized gain (loss) on investment transactions

    (.02     (.39     .16       .09       .13  
 

 

 

 

Net increase (decrease) in net asset value from operations

    .21       (.29     .30       .33       .38  
 

 

 

 

Less: Dividends and Distributions

         

Dividends from net investment income

    (.22     (.12     (.15     (.26     (.26

Distributions from net realized gain on investment transactions

    (.01     (.04     – 0  –      – 0  –      – 0  – 
 

 

 

 

Total dividends and distributions

    (.23     (.16     (.15     (.26     (.26
 

 

 

 

Net asset value, end of period

    $  9.57       $  9.59       $  10.04       $  9.89       $  9.82  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    2.21     (2.98 )%      3.02     3.43     4.00

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $371,863       $297,166       $305,872       $178,508       $154,300  

Ratio to average net assets of:

         

Expenses

    .00     .00     .00     .01 %(c)      .00

Net investment income

    2.44     1.03     1.36     2.47     2.62

Portfolio turnover rate

    56     45     74     124     45

 

(a)

Based on average shares outstanding.

 

(b)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

 

(c)

The expense ratio, excluding bank overdraft expense, is .00%.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Trustees of

AB Taxable Multi-Sector Income Shares

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Taxable Multi-Sector Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

June 26, 2023

 

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2023 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2023.

For foreign shareholders, 94.74% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends. The Fund designates $487,295 of dividends paid as long-term capital gain dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2024.

 

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BOARD OF TRUSTEES

 

Garry Moody(1),
Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Onur Erzan, President and

Chief Executive Officer

  

Nancy P. Jacklin(1)

Jeanette W. Loeb(1)

Carol C. McMullen(1)

Marshall C. Turner, Jr.(1)

OFFICERS

Scott A. DiMaggio(2), Vice President

Matthew Sheridan(2), Vice President

Nancy E. Hay, Secretary

Michael B. Reyes, Senior Vice President

  

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Jennifer Friedland, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114

 

Principal Underwriter

AllianceBernstein Investments, Inc.
501 Commerce Street
Nashville, TN 37203

 

Transfer Agent

AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278
Toll-Free (800) 221-5672

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

1

Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Core Fixed-Income Team. Messrs. DiMaggio and Sheridan are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

 

 

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TRUSTEES AND OFFICERS INFORMATION

 

Board of Trustees Information

The business and affairs of the Fund are managed under the direction of the Board of Trustees. Certain information concerning the Fund’s Trustees is set forth below.

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INTERESTED TRUSTEE      

Onur Erzan,#

47

(2021)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent 19 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEES
     

Garry L. Moody,##

71

(2010)

  Private Investor since prior to 2018. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, where he serves as Chairman of the Governance Committee. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEES
(continued)
     

Jorge A. Bermudez,##

72

(2020)

  Private Investor since prior to 2018. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.     76   Moody’s Corporation since April 2011
     

Michael J. Downey,##

79

(2010)

  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEES
(continued)
     

Nancy P. Jacklin,##

75

(2010)

  Private Investor since prior to 2018. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     76     None
     

Jeanette W. Loeb,##

71

(2020)

  Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a director or trustee of the AB Funds since April 2020.     76     Apollo Investment Corp. (business development company) since August 2011

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEES
(continued)
     

Carol C. McMullen,##

67

(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, member, Mass General Brigham Investment Committee (formerly, Partners Healthcare) (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016 and serves as Chair of the Audit Committees of such funds since February 2023.     76     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE,
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIP
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEES
(continued)
     

Marshall C. Turner, Jr.##

81

(2010)

  Private Investor since prior to 2018. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.     76     None

 

*

The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

 

**

There is no stated term of office for the Trust’s Trustees.

 

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust.

 

#

Mr. Erzan is an “interested person” of the Trust as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

##

Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

Officer Information

Certain information concerning the Trust’s officers is set forth below.

 

NAME, ADDRESS,*

AND AGE

  

POSITION(S)

HELD WITH FUND

   PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
OFFICERS      

Onur Erzan

47

   President and Chief Executive Officer    See biography above.
     

Scott A. DiMaggio

51

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2018. He is also Co-Head of Fixed-Income.
     

Matthew S. Sheridan

47

   Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2018. He is also Director – US Multi-Sector Fixed Income.
     

Nancy E. Hay

51

   Secretary    Senior Vice President and Counsel of the Adviser**, with which she has been associated since prior to 2018 and Assistant Secretary of ABI**.
     

Michael B. Reyes

46

   Senior Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Joseph J. Mantineo

64

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke

62

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2018.
     

Jennifer Friedland

49

   Chief Compliance Officer    Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.

 

*

The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**

The Adviser, ABI and ABIS are affiliates of the Trust.

The Fund’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800) 227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

 

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Taxable Multi-Sector Income Shares (the “Fund”) at a meeting held in-person on November 1-3, 2022 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests a portion of its assets.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2020 and 2021 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

 

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Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2022 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the

 

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Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The directors also considered the Adviser’s fee schedule for other clients utilizing investment strategies similar to those of the Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Vice President and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds utilizing investment strategies similar to those of the Fund, on the other. The directors recognized that such information was of limited utility in light of the Fund’s unusual fee arrangement. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also compared the advisory fee rate for the Fund with that for another fund advised by the Adviser utilizing similar investment strategies.

The Adviser reviewed with the directors the significantly greater scope of the services it provides to the Fund relative to institutional, offshore fund and sub-advised fund clients. In this regard, the Adviser noted, among other things, that, compared to institutional and offshore or sub-advisory accounts, the Fund (i) demands considerably more portfolio management, research and trading resources due to significantly higher daily cash flows; (ii) has more tax and regulatory restrictions and compliance obligations; (iii) must prepare and file or distribute regulatory and other communications about fund operations; and (iv) must provide shareholder servicing to retail investors. The Adviser also reviewed the greater legal risks presented by the large and changing population of Fund shareholders who may assert claims against the Adviser in individual or class actions, and the greater entrepreneurial risk in offering new fund products, which require substantial investment to launch, may not succeed, and generally must be priced to compete with larger, more established funds resulting in lack of profitability to the Adviser until a new fund achieves scale. In light of the substantial differences in services rendered by the Adviser to institutional, offshore fund and sub-advised fund clients as compared to the Fund, and the different risk profile, the directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

 

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The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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This page is not part of the Shareholder Report or the Financial Statements.

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Disruptors ETF

High Yield ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Low Volatility Equity ETF

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB TAXABLE MULTI-SECTOR INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

TMSIS-0151-0423                 LOGO


APR    04.30.23

LOGO

ANNUAL REPORT

AB MUNICIPAL INCOME SHARES

 

 

LOGO

 


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We’re pleased to provide this report for AB Municipal Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

 

+   

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

 

+   

Applying differentiated investment insights through a connected global research network

 

+   

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

For more information about AB’s comprehensive range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

 

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

 

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ANNUAL REPORT

 

June 13, 2023

This report provides management’s discussion of fund performance for AB Municipal Income Shares for the annual reporting period ended April 30, 2023. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.

 

NAV RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     6 Months      12 Months  
AB MUNICIPAL INCOME SHARES1      9.37%        1.62%  
Bloomberg Municipal Bond Index      7.65%        2.87%  

 

1 

The returns shown are based on net asset values calculated for shareholder transactions and may differ from the returns shown in the Financial Highlights, which reflect adjustments made to the net asset values in accordance with accounting principles generally accepted in the United States of America.

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Bloomberg Municipal Bond Index, for the six- and 12-month periods ended April 30, 2023.

For the 12-month period, the Fund underperformed the benchmark. The Fund is generally used to provide exposure to lower-rated municipal bonds and longer-duration bonds within separately managed account strategies. The Fund was overweight lower-rated (noninvestment-grade) bonds, relative to the benchmark, which is fully composed of investment-grade bonds. This overweight detracted from performance for the period. Security selection in not-for-profit health care and senior living also detracted, while selection in single family housing and guaranteed bonds contributed.

For the six-month period, the Fund outperformed the benchmark. An underweight to single family housing and security selection within mortgage pass-throughs and state general obligation bonds contributed. An overweight long-duration bonds also contributed to performance, while security selection within senior living and not-for-profit health care detracted from performance.

The Fund used derivatives for hedging purposes in the form of interest rate swaps, which contributed to absolute performance for both periods, as well as Consumer Price Index swaps, which had no material impact for either period.

 

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MARKET REVIEW AND INVESTMENT STRATEGY

Over the 12-month period ended April 30, 2023, the yield on a 10-Year AAA municipal bond fell to 2.35% from 2.76% and the yield on the 10-Year US Treasury rose to 3.44% from 3.00%. After-tax spreads compressed over the 12-month period, indicating municipal outperformance over Treasuries, which was largely driven by an improved technical environment toward the end of the period. Credit spreads gyrated over the course of the 12-month period as outflow pressure and rate volatility overwhelmed the market.

The Fund’s Senior Investment Management Team relies on an investment process that combines quantitative and fundamental research to build effective municipal bond portfolios.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security, with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2023, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity were 2.08% and 0.00%, respectively.

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in high-yielding municipal securities that may be noninvestment grade or investment-grade. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.

 

(continued on next page)

 

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The Fund may invest without limit in lower-rated securities (“junk bonds”), which may include securities having the lowest rating, and in unrated securities that, in the Adviser’s judgment, would be lower-rated securities if rated. The Fund may invest in fixed-income securities with any maturity or duration. The Fund will seek to increase income for shareholders by investing in longer maturity bonds. Consistent with its objective of seeking a higher level of income, the Fund may experience greater volatility and a higher risk of loss of principal than other municipal funds.

The Fund may also invest in tender option bond transactions (“TOBs”); forward commitments; zero-coupon municipal securities and variable-, floating- and inverse-floating-rate municipal securities; certain types of mortgage-related securities; and derivatives, such as options, futures contracts, forwards and swaps.

The Fund may make short sales of securities or maintain a short position, and may use other investment techniques. The Fund may use leverage for investment purposes to increase income through the use of TOBs and derivative instruments, such as interest rate swaps.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Municipal Bond Index represents the performance of the long-term tax-exempt bond market consisting of investment-grade bonds. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on

 

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DISCLOSURES AND RISKS (continued)

 

state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

Below Investment-Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate sensitivity and negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of

 

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DISCLOSURES AND RISKS (continued)

 

rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Leverage Risk: To the extent the Fund uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Fund’s investments.

Illiquid Investments Risk: Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be

 

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DISCLOSURES AND RISKS (continued)

 

lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (800) 227 4618. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes reinvestment of distributions and does not account for taxes.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus and/or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

4/30/2013 TO 4/30/2023

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Municipal Income Shares (from 4/30/2013 to 4/30/2023) as compared with the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

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HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     NAV Returns  
1 Year      1.62%  
5 Years      3.38%  
10 Years      4.01%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2023 (unaudited)

 

     NAV Returns  
1 Year      -2.57%  
5 Years      3.21%  
10 Years      4.09%  

The prospectus fee table shows the fees and the total annual operating expenses of the Fund as 0.07% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

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EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you may incur various ongoing non-operating and extraordinary costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning
Account Value
November 1, 2022
    Ending
Account Value
April 30, 2023
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $ 1,000     $ 1,093.70     $ 1.45       0.28

Hypothetical**

  $     1,000     $     1,023.41     $     1.40       0.28

 

*

Expenses are equal to the Fund’s annualized expense ratio (interest expense incurred) multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2023 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $9,368.8

 

 

 

LOGO

 

1

The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc.(“Moody’s”) and Fitch Ratings, Ltd.(“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includes non-creditworthy investments such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

 

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PORTFOLIO OF INVESTMENTS

April 30, 2023

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 100.3%

 

Long-Term Municipal Bonds – 99.3%

 

Alabama – 2.6%

 

Black Belt Energy Gas District
1.00%, 02/01/2053(a)

   $ 10,000     $ 10,088,349  

Black Belt Energy Gas District
(Goldman Sachs Group, Inc. (The))
Series 2021
4.00%, 10/01/2052

     24,300       24,229,601  

Series 2022-F
5.50%, 11/01/2053

     15,500       16,501,275  

Black Belt Energy Gas District
(Nomura Holdings, Inc.)
Series 2022-A
4.00%, 12/01/2052

     6,020       5,834,349  

Black Belt Energy Gas District
(Royal Bank of Canada)
Series 2023-B
5.25%, 12/01/2053

     22,380       24,417,446  

County of Jefferson AL Sewer Revenue
Series 2013-D
6.00%, 10/01/2042

     11,645       12,314,046  

Infirmary Health System Special Care Facilities Financing Authority of Mobile
(Infirmary Health System Obligated Group)
Series 2016
5.00%, 02/01/2036

     5,000       5,150,994  

5.00%, 02/01/2041

     5,000       5,078,066  

Series 2021
4.00%, 02/01/2041

     3,370       3,184,294  

4.00%, 02/01/2046

     9,640       8,835,213  

Jefferson County Board of Education/AL
Series 2018
5.00%, 02/01/2039(a)

     5,000       5,320,570  

5.00%, 02/01/2046(a)

     23,280       24,412,628  

Southeast Alabama Gas Supply District (The)
(Goldman Sachs Group, Inc. (The))
Series 2018-A
4.00%, 04/01/2049

     13,350       13,368,085  

Southeast Energy Authority A Cooperative District
(Goldman Sachs Group, Inc. (The))
Series 2022-B
5.00%, 05/01/2053

     2,085       2,172,614  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Southeast Energy Authority A Cooperative District
(Morgan Stanley)
Series 2021-B
4.00%, 12/01/2051

   $ 15,000     $ 14,877,968  

Series 2022-A
1.00% (SOFR + 2.42%), 01/01/2053(a)(b)

     10,000       10,282,391  

5.50%, 01/01/2053

     7,620       8,232,471  

Southeast Energy Authority A Cooperative District
(Sumitomo Mitsui Financial Group, Inc.)
Series 2023-A
5.25%, 01/01/2054

     10,000       10,639,242  

Sumter County Industrial Development Authority/AL
(Enviva, Inc.)
Series 2022
6.00%, 07/15/2052

     47,065       42,368,195  
    

 

 

 
       247,307,797  
    

 

 

 

Alaska – 0.1%

 

State of Alaska International Airports System
Series 2016-B
5.00%, 10/01/2033

     6,500       6,779,104  

5.00%, 10/01/2034

     2,500       2,602,615  
    

 

 

 
       9,381,719  
    

 

 

 

American Samoa – 0.1%

 

American Samoa Economic Development Authority
(Territory of American Samoa)
Series 2015-A
6.625%, 09/01/2035

     3,235       3,386,994  

Series 2018
7.125%, 09/01/2038(c)

     8,315       9,175,678  
    

 

 

 
       12,562,672  
    

 

 

 

Arizona – 1.8%

 

Arizona Industrial Development Authority
(Benjamin Franklin Charter School Obligated Group)
Series 2023
4.43%, 07/01/2033(c)

     520       503,012  

5.25%, 07/01/2053(c)

     1,000       938,192  

5.50%, 07/01/2058(c)

     1,000       950,812  

 

14    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Arizona Industrial Development Authority
(Equitable School Revolving Fund LLC Obligated Group)
Series 2020
4.00%, 11/01/2050

   $ 1,000     $ 879,326  

Series 2021
4.00%, 11/01/2051(c)

     11,325       9,444,411  

Arizona Industrial Development Authority
(KIPP Nashville Obligated Group)
Series 2022-A
5.00%, 07/01/2047

     750       745,356  

Arizona Industrial Development Authority
(KIPP New York Public Charter Schools – Jerome Facility Project)
Series 2021-B
4.00%, 07/01/2061

     4,600       3,593,482  

Arizona Industrial Development Authority
(KIPP NYC Public Charter Schools)
Series 2021-A
4.00%, 07/01/2061

     5,965       4,659,808  

Series 2021-B
4.00%, 07/01/2051

     1,000       816,775  

Arizona Industrial Development Authority
(Legacy Cares, Inc.)
Series 2020
6.75%, 07/01/2030(c)(d)(e)

     1,500       975,000  

7.75%, 07/01/2050(c)(d)(e)

     33,950       22,067,500  

Series 2021-A
6.00%, 07/01/2051(c)(d)(e)

     1,425       926,250  

Arizona Industrial Development Authority
(North Carolina Central University Project)
BAM Series 2019
5.00%, 06/01/2049

     785       845,640  

5.00%, 06/01/2054

     3,000       3,222,290  

Arizona Industrial Development Authority
(Pinecrest Academy of Nevada)
Series 2020-A
4.00%, 07/15/2030(c)

     1,795       1,714,641  

4.00%, 07/15/2040(c)

     3,680       3,107,189  

Series 2022
4.50%, 07/15/2029(c)

     1,970       1,915,843  

Arizona Industrial Development Authority
(Provident Group – EMU Properties LLC)
Series 2018
5.00%, 05/01/2051

     1,100       708,389  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of Glendale AZ
(City of Glendale AZ COP)
Series 2021
2.442%, 07/01/2032(a)

   $ 5,000     $ 4,125,243  

2.542%, 07/01/2033(a)

     5,000       4,070,168  

2.642%, 07/01/2034(a)

     6,795       5,481,761  

2.742%, 07/01/2035(a)

     10,000       7,994,680  

2.842%, 07/01/2036(a)

     13,000       10,316,517  

City of Tempe AZ
2.321%, 07/01/2034(a)

     10,500       8,222,528  

2.421%, 07/01/2035(a)

     10,325       8,002,791  

Glendale Industrial Development Authority
(Beatitudes Campus Obligated Group (The))
Series 2017
5.00%, 11/15/2036

     1,000       902,162  

Glendale Industrial Development Authority
(Royal Oaks Life Care Community)
Series 2016
5.00%, 05/15/2039

     2,700       2,444,974  

Industrial Development Authority of the City of Phoenix (The)
(GreatHearts Arizona Obligated Group)
Series 2014
5.00%, 07/01/2044

     3,875       3,875,214  

Industrial Development Authority of the City of Phoenix Arizona (The)
(BASIS Schools, Inc. Obligated Group)
Series 2015
5.00%, 07/01/2035(c)

     2,000       2,005,146  

Industrial Development Authority of the County of Pima (The)
(La Posada at Park Centre, Inc. Obligated Group)
Series 2022
5.625%, 11/15/2030(c)

     9,500       9,450,850  

6.875%, 11/15/2052(c)

     6,500       6,551,669  

7.00%, 11/15/2057(c)

     2,915       2,937,029  

Industrial Development Authority of the County of Pima (The)
(Edkey, Inc. Obligated Group)
Series 2020
5.00%, 07/01/2049(c)

     6,890       6,097,652  

5.00%, 07/01/2055(c)

     3,700       3,215,820  

 

16    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Maricopa County Industrial Development Authority
(Arizona Autism Charter Schools Obligated Group)
Series 2021
4.00%, 07/01/2061(c)

   $ 1,625     $ 1,160,355  

Maricopa County Industrial Development Authority
(Benjamin Franklin Charter School Ltd.)
Series 2018-A
6.00%, 07/01/2052(c)

     19,500       19,878,815  

Maricopa County Industrial Development Authority
(Commercial Metals Co.)
Series 2022
4.00%, 10/15/2047(c)

     5,150       4,256,590  

Salt Verde Financial Corp.
(Citigroup, Inc.)
Series 2007
5.00%, 12/01/2032

     1,510       1,604,666  

Tempe Industrial Development Authority
(Friendship Village of Tempe)
Series 2019
5.00%, 12/01/2054

     1,185       962,529  

Tempe Industrial Development Authority
(Mirabella at ASU, Inc.)
Series 2017-A
6.125%, 10/01/2047(c)

     1,065       667,789  
    

 

 

 
       172,238,864  
    

 

 

 

Arkansas – 0.2%

 

Arkansas Development Finance Authority
(Baptist Memorial Health Care Obligated Group)
Series 2020
5.00%, 09/01/2044

     16,250       16,569,547  

Arkansas Development Finance Authority
(United States Steel Corp.)
Series 2022
5.45%, 09/01/2052

     5,000       4,970,597  
    

 

 

 
       21,540,144  
    

 

 

 

California – 11.4%

 

Alameda Corridor Transportation Authority
Series 2022-A
0.00%, 10/01/2048(f)

     17,000       8,527,368  

0.00%, 10/01/2049(f)

     10,435       5,208,084  

0.00%, 10/01/2050(f)

     7,345       3,649,534  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

ARC70 II TRUST
Series 2021
4.00%, 12/01/2059

   $ 7,860     $ 6,617,857  

California Community Choice Financing Authority
(Deutsche Bank AG)
Series 2023
5.25%, 01/01/2054

     114,005       119,019,909  

California Community Choice Financing Authority
(Goldman Sachs Group, Inc. (The))
Series 2021
4.00%, 10/01/2052

     1,000       1,006,345  

California Community Choice Financing Authority
(Morgan Stanley)
Series 2023
4.679%, 07/01/2053(a)

     16,800       16,793,952  

5.00%, 07/01/2053

     13,270       14,122,282  

California Community College Financing Authority
(NCCD-Orange Coast Properties LLC)
Series 2018
5.25%, 05/01/2043

     4,485       4,569,738  

5.25%, 05/01/2048

     2,000       2,023,628  

5.25%, 05/01/2053

     5,000       5,041,478  

California Community Housing Agency
(California Community Housing Agency Aster Apartments)
Series 2021-A
4.00%, 02/01/2056(c)

     23,800       19,554,049  

California Community Housing Agency
(California Community Housing Agency Brio Apartments & Next on Lex Apartments)
Series 2021
4.00%, 02/01/2056(c)

     35,100       28,458,708  

California Community Housing Agency
(California Community Housing Agency Fountains at Emerald Park)
Series 2021
3.00%, 08/01/2056(c)

     16,000       10,607,941  

4.00%, 08/01/2046(c)

     7,675       6,148,472  

California Community Housing Agency
(California Community Housing Agency Summit at Sausalito Apartments)
Series 2021
3.00%, 02/01/2057(c)

     16,250       10,800,328  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Community Housing Agency
(California Community Housing Agency Twin Creek Apartments)
Series 2022
Zero Coupon, 08/01/2065(c)

   $ 119,980     $ 6,747,147  

5.50%, 02/01/2040(c)

     4,875       4,450,978  

Series 2022-A
4.50%, 08/01/2052(c)

     21,280       17,769,511  

California Educational Facilities Authority
(Chapman University)
Series 2015
5.00%, 04/01/2033

     4,005       4,160,837  

5.00%, 04/01/2034

     4,205       4,356,670  

California Educational Facilities Authority
(Loma Linda University)
Series 2017-A
5.00%, 04/01/2031

     1,000       1,070,439  

5.00%, 04/01/2042

     1,000       1,038,004  

California Enterprise Development Authority
(Rocketship Education Obligated Group)
Series 2022
4.00%, 06/01/2042(c)

     5,000       3,998,949  

California Health Facilities Financing Authority
(Children’s Hospital Los Angeles)
Series 2017-A
5.00%, 08/15/2037

     1,700       1,770,847  

California Health Facilities Financing Authority
(CommonSpirit Health)
Series 2020-A
4.00%, 04/01/2044

     12,500       11,937,580  

California Infrastructure & Economic Development Bank
(DesertXpress Enterprises LLC)
Series 2023
7.75%, 01/01/2050(c)

     19,775       19,702,635  

California Infrastructure & Economic Development Bank
(Equitable School Revolving Fund LLC Obligated Group)
Series 2020-B
4.00%, 11/01/2045

     850       781,449  

4.00%, 11/01/2050

     860       768,291  

California Municipal Finance Authority
(Azusa Pacific University)
Series 2015-B
5.00%, 04/01/2041

     2,260       2,107,776  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Municipal Finance Authority
(CHF-Riverside II LLC)
Series 2019
5.00%, 05/15/2039

   $ 2,030     $ 2,104,334  

5.00%, 05/15/2040

     1,000       1,032,024  

California Municipal Finance Authority
(Community Health Centers of The Central Coast, Inc.)
Series 2021-A
5.00%, 12/01/2046(c)

     1,490       1,470,243  

California Municipal Finance Authority
(Goodwill Industries of Sacramento Valley & Northern Nevada, Inc.)
Series 2012-A
6.625%, 01/01/2032(c)

     865       857,617  

Series 2014
5.00%, 01/01/2035

     1,085       932,587  

California Municipal Finance Authority
(LAX Integrated Express Solutions LLC)
Series 2018
4.00%, 12/31/2047

     7,040       6,273,398  

5.00%, 12/31/2043

     22,210       22,633,416  

5.00%, 12/31/2047

     2,405       2,436,021  

AGM Series 2018
4.00%, 12/31/2047

     3,000       2,831,523  

California Municipal Finance Authority
(Partnerships to Uplift Communities Lakeview Terrace and Los Angeles Project)
Series 2012-A
5.30%, 08/01/2047

     1,025       939,947  

California Municipal Finance Authority
(Samuel Merritt University)
Series 2022
5.25%, 06/01/2053

     5,000       5,385,706  

California Pollution Control Financing Authority
(Poseidon Resources Channelside LP)
Series 2012
5.00%, 11/21/2045(c)

     4,675       4,674,516  

Series 2019
5.00%, 11/21/2045(c)

     2,000       2,026,429  

Series 2023
5.00%, 07/01/2027(c)

     2,000       2,100,172  

5.00%, 07/01/2028(c)

     2,350       2,487,759  

5.00%, 07/01/2029(c)

     2,300       2,451,586  

5.00%, 07/01/2030(c)

     2,600       2,787,198  

 

20    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 07/01/2031(c)

   $ 3,000     $ 3,230,857  

5.00%, 07/01/2032(c)

     5,470       5,912,091  

5.00%, 07/01/2033(c)

     5,865       6,355,669  

5.00%, 07/01/2034(c)

     3,000       3,212,115  

5.00%, 07/01/2036(c)

     2,650       2,776,808  

5.00%, 07/01/2037(c)

     2,250       2,348,291  

5.00%, 07/01/2038(c)

     2,000       2,079,075  

5.00%, 11/21/2045(c)

     1,100       1,123,677  

California Pollution Control Financing Authority
(Rialto Bioenergy Facility LLC)
Series 2019
7.50%, 12/01/2040(c)

     785       527,195  

California Public Finance Authority
(Enso Village)
Series 2021
2.125%, 11/15/2027(c)

     2,500       2,374,123  

2.375%, 11/15/2028(c)

     3,000       2,824,218  

California Public Finance Authority
(Kendal at Ventura)
Series 2023
10.00%, 05/15/2028(c)

     800       790,682  

California School Finance Authority
(Classical Academy Obligated Group)
Series 2022
5.00%, 10/01/2052(c)

     1,000       1,003,163  

5.00%, 10/01/2061(c)

     1,500       1,487,161  

California School Finance Authority
(Downtown College Prep Obligated Group)
Series 2016
5.00%, 06/01/2046(c)

     3,630       3,412,219  

California School Finance Authority
(Equitas Academy Obligated Group)
Series 2018-A
5.00%, 06/01/2056(c)

     8,850       8,053,927  

California School Finance Authority
(Lighthouse Community Public Schools Obligated Group)
Series 2022
6.375%, 06/01/2052(c)

  

 

1,225

 

 

 

1,251,788

 

California School Finance Authority
(Partnerships to Uplift Communities Valley Project)
Series 2014-A
6.40%, 08/01/2034 (Pre-refunded/ETM)(c)

     3,000       3,059,910  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California State University
2.719%, 11/01/2052(a)

   $ 5,000     $ 3,491,542  

2.975%, 11/01/2051(a)

     5,000       3,695,791  

Series 2021-B
2.374%, 11/01/2035(a)

     10,000       7,890,389  

California Statewide Communities Development Authority
(CHF-Irvine LLC)
BAM Series 2021
3.00%, 05/15/2051

     13,000       9,702,978  

California Statewide Communities Development Authority
(Enloe Medical Center Obligated Group)
AGM Series 2022-A
5.25%, 08/15/2052

     3,000       3,216,828  

5.375%, 08/15/2057

     3,720       4,008,366  

California Statewide Communities Development Authority
(Loma Linda University Medical Center)
Series 2016-A
5.00%, 12/01/2041(c)

     15,285       15,215,025  

5.25%, 12/01/2056(c)

     33,935       32,488,120  

Series 2018
5.25%, 12/01/2038(c)

     2,420       2,476,876  

5.25%, 12/01/2048(c)

     6,440       6,256,998  

Series 2018-A
5.00%, 12/01/2033(c)

     1,350       1,391,637  

5.50%, 12/01/2058(c)

     19,145       19,024,308  

California Statewide Communities Development Authority
(NCCD-Hooper Street LLC)
Series 2019
5.25%, 07/01/2049(c)

     1,125       1,022,478  

5.25%, 07/01/2052(c)

     1,000       899,731  

City of Los Angeles Department of Airports
5.00%, 05/15/2044(a)

     15,415       16,075,459  

Series 2020-C
5.00%, 05/15/2036(a)

     10,000       10,894,618  

City of Roseville CA
(HP Campus Oaks Community Facilities District No. 1)
Series 2016
5.50%, 09/01/2046

     850       875,513  

City of Vernon CA Electric System Revenue
Series 2022-2
5.00%, 08/01/2039

     425       447,462  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 08/01/2040

   $ 375     $ 393,372  

5.00%, 08/01/2041

     420       439,667  

CMFA Special Finance Agency
(CMFA Special Finance Agency Enclave)
Series 2022-A
4.00%, 08/01/2058(c)

     15,100       11,608,273  

CMFA Special Finance Agency
(CMFA Special Finance Agency Latitude33)
Series 2021-A
3.00%, 12/01/2056(c)

     18,760       12,414,045  

CMFA Special Finance Agency
(CMFA Special Finance Agency Solana at Grand)
Series 2021-A
4.00%, 08/01/2056(c)

     12,525       10,277,389  

CMFA Special Finance Agency VIII Elan Huntington Beach
Series 2021
3.00%, 08/01/2056(c)

     7,950       5,242,755  

4.00%, 08/01/2047(c)

     4,000       3,138,547  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority 777 Place-Pomona)
Series 2021
3.25%, 05/01/2057(c)

     15,500       10,687,362  

4.00%, 05/01/2057(c)

     15,550       10,807,124  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority 1818 Platinum Triangle-Anaheim)
Series 2021
3.25%, 04/01/2057(c)

     8,955       6,207,150  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Acacia on Santa Rosa Creek)
Series 2021
4.00%, 10/01/2056(c)

     10,130       8,198,861  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Altana Apartments)
Series 2021
4.00%, 10/01/2056(c)

     15,200       11,287,151  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Crescent)
Series 2022
4.30%, 07/01/2059(c)

   $ 11,500     $ 9,592,625  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Jefferson Platinum Triangle Apartments)
Series 2021-A2
3.125%, 08/01/2056(c)

     10,025       6,845,692  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Millennium South Bay-Hawthorne)
Series 2021
3.25%, 07/01/2056(c)

     20,940       14,098,284  

4.00%, 07/01/2058(c)

     6,000       4,170,707  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Oceanaire Apartments)
Series 2021
3.20%, 09/01/2046(c)

     2,500       1,785,701  

4.00%, 09/01/2056(c)

     8,000       6,018,351  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Park Crossing Apartments)
Series 2021
3.25%, 12/01/2058(c)

     12,700       8,551,146  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Pasadena Portfolio)
Series 2021
3.00%, 12/01/2056(c)

     18,070       12,000,323  

4.00%, 12/01/2056(c)

     3,400       2,444,962  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Theo Apartments)
Series 2021
4.00%, 05/01/2057(c)

     5,400       3,690,255  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Union South Bay)
Series 2021-A2
4.00%, 07/01/2056(c)

     27,100       20,172,825  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Vineyard Gardens Apartments)
Series 2021
3.25%, 10/01/2058(c)

   $ 8,930     $ 6,040,027  

4.00%, 10/01/2048(c)

     2,000       1,440,603  

CSCDA Community Improvement Authority
(CSCDA Community Improvement Authority Waterscape Apartments)
Series 2021-A
3.00%, 09/01/2056(c)

     7,905       5,173,660  

Golden State Tobacco Securitization Corp.
2.746%, 06/01/2034(a)

     14,780       12,441,888  

3.293%, 06/01/2042(a)

     6,850       5,368,407  

Series 2021
3.115%, 06/01/2038(a)

     29,325       23,497,782  

3.85%, 06/01/2050

     22,000       20,133,544  

Series 2021-B
Zero Coupon, 06/01/2066

     65,850       7,273,343  

Hastings Campus Housing Finance Authority
Series 2020-A
5.00%, 07/01/2045(c)

     7,380       6,351,836  

5.00%, 07/01/2061(c)

     41,600       33,566,166  

M-S-R Energy Authority
(Citigroup, Inc.)
Series 2009-B
6.50%, 11/01/2039

     17,685       20,728,180  

Oakland Unified School District/Alameda County
Series 2015-A
5.00%, 08/01/2030

     1,275       1,339,214  

Palomar Health
(Palomar Health Obligated Group)
Series 2016
5.00%, 11/01/2039

     3,740       3,804,682  

Series 2017
5.00%, 11/01/2042

     3,125       3,168,709  

River Islands Public Financing Authority
(River Islands Public Financing Authority Community Facilities District No)
Series 2022
5.75%, 09/01/2052

     1,600       1,576,004  

Riverside County Transportation Commission
Series 2021
4.00%, 06/01/2041

     2,500       2,431,506  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Sacramento County Water Financing Authority
(Sacramento County Water Agency)
NATL Series 2007-B
3.895% (LIBOR 3 Month + 0.57%), 06/01/2039(b)

   $ 33,680     $ 29,727,861  

San Diego County Regional Airport Authority
Series 2021-B
4.00%, 07/01/2046

     5,000       4,713,187  

4.00%, 07/01/2051

     10,000       9,291,507  

San Francisco City & County Airport Comm
3.053%, 05/01/2034(a)

     3,500       3,007,760  

3.183%, 05/01/2035(a)

     5,500       4,724,263  

3.333%, 05/01/2037(a)

     2,250       1,905,635  

Series 2020-E
5.00%, 05/01/2038(a)

     11,000       11,760,212  

San Francisco City & County Redevelopment Agency Successor Agency
(Mission Bay South Public Imp)
Series 2013-A
5.00%, 08/01/2031

     1,000       1,008,377  

San Francisco Intl Airport
Series 2019-A
5.00%, 05/01/2044(a)

     14,000       14,566,530  

Series 2020-E
5.00%, 05/01/2037(a)

     8,525       9,153,081  

San Joaquin Hills Transportation Corridor Agency
Series 2014-B
5.25%, 01/15/2044

     1,000       1,017,693  

Series 2021-A
4.00%, 01/15/2044

     1,429       1,370,745  

Southern California Logistics Airport Authority
AGC Series 2006
5.00%, 12/01/2036

     100       100,777  

5.00%, 12/01/2043

     1,585       1,597,309  

State of California
Series 2023
5.25%, 10/01/2050

     3,500       4,001,521  

6.00%, 03/01/2033

     10,000       11,290,688  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Tobacco Securitization Authority of Northern California
(Sacramento County Tobacco Securitization Corp.)
Series 2021
Zero Coupon, 06/01/2060

   $ 5,050     $ 851,108  

Tobacco Securitization Authority of Southern California
Series 2019
Zero Coupon, 06/01/2054

     10,480       1,930,315  

5.00%, 06/01/2039

     1,555       1,649,195  

University of California
Series 2023-B
5.00%, 05/15/2041

     15,000       17,277,043  

5.00%, 05/15/2042

     6,000       6,864,404  
    

 

 

 
       1,069,349,679  
    

 

 

 

Colorado – 2.9%

 

Aurora Highlands Community Authority Board
Series 2021-A
5.75%, 12/01/2051

     15,000       13,530,966  

Centerra Metropolitan District No. 1
Series 2017
5.00%, 12/01/2037(c)

     5,000       4,739,662  

Series 2022
6.50%, 12/01/2053

     4,350       4,383,286  

City & County of Denver CO
(United Airlines, Inc.)
Series 2017
5.00%, 10/01/2032

     645       645,627  

City & County of Denver CO Airport System Revenue
Series 2022-A
4.125%, 11/15/2047

     14,750       14,264,964  

City & County of Denver CO Airport System Revenue
(Denver Intl Airport)
Series 2018-A
5.00%, 12/01/2031

     7,180       7,750,768  

Colorado Educational & Cultural Facilities Authority
(James Irwin Educational Foundation Obligated Group)
Series 2022
5.00%, 09/01/2052

     850       834,924  

5.00%, 09/01/2057

     2,100       2,026,293  

5.00%, 09/01/2062

     2,000       1,894,673  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Colorado Educational & Cultural Facilities Authority
(Vega Collegiate Academy)
Series 2021
5.00%, 02/01/2051(c)

   $ 1,700     $ 1,469,402  

5.00%, 02/01/2061(c)

     1,435       1,215,780  

Colorado Health Facilities Authority
5.00%, 11/01/2040(a)

     4,650       4,905,337  

5.00%, 11/01/2041(a)

     5,075       5,330,258  

5.00%, 11/01/2042(a)

     3,800       3,980,938  

5.25%, 11/01/2052(a)

     10,000       10,513,696  

Colorado Health Facilities Authority
(Aberdeen Ridge, Inc. Obligated Group)
Series 2021-A
5.00%, 05/15/2049

     1,300       998,075  

5.00%, 05/15/2058

     3,000       2,195,556  

Series 2021-B
2.125%, 05/15/2028

     1,500       1,356,838  

Colorado Health Facilities Authority
(CommonSpirit Health)
Series 2019-A
4.00%, 08/01/2037

     1,695       1,669,657  

4.00%, 08/01/2038

     6,600       6,456,978  

5.00%, 08/01/2044(a)

     83,195       85,894,894  

Series 2022
5.50%, 11/01/2047

     2,500       2,698,682  

Colorado Health Facilities Authority
(Frasier Meadows Manor, Inc. Obligated Group)
Series 2023-2
4.00%, 05/15/2048

     2,100       1,550,569  

Colorado Health Facilities Authority
(Parkview Medical Center, Inc. Obligated Group)
Series 2015-B
5.00%, 09/01/2030

     1,150       1,187,862  

Colorado Health Facilities Authority
(Sanford Obligated Group)
Series 2019-A
5.00%, 11/01/2044

     7,050       7,291,226  

Copper Ridge Metropolitan District
Series 2019
5.00%, 12/01/2039

     2,345       2,175,066  

5.00%, 12/01/2043

     1,315       1,177,844  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Douglas County Housing Partnership
(Bridgewater Castle Rock ALF LLC)
Series 2021
5.375%, 01/01/2041(c)

   $ 19,590     $ 14,514,787  

Four Corners Business Improvement District
Series 2022
6.00%, 12/01/2052

     1,500       1,373,545  

Johnstown Plaza Metropolitan District
Series 2022
4.25%, 12/01/2046

     9,760       7,875,949  

Longs Peak Metropolitan District
Series 2021
5.25%, 12/01/2051(c)

     5,000       4,233,303  

Meridian Ranch Metropolitan District
(Meridian Ranch Metropolitan District 2018 Subdistrict)
Series 2022
6.25%, 12/01/2037

     1,435       1,418,706  

6.50%, 12/01/2042

     1,105       1,093,312  

6.75%, 12/01/2052

     1,925       1,895,786  

Plaza Metropolitan District No. 1
Series 2013
5.00%, 12/01/2040(c)

     1,500       1,425,667  

Pueblo Urban Renewal Authority
Series 2021
4.75%, 12/01/2045(c)

     8,010       4,565,700  

Regional Transportation District
(Denver Transit Partners LLC)
Series 2020
4.00%, 07/15/2034

  

 

1,000

 

 

 

1,006,331

 

4.00%, 07/15/2035

     1,180       1,175,722  

5.00%, 01/15/2032

     2,300       2,498,056  

Riverwalk Metropolitan District No. 2
Series 2022-A
5.00%, 12/01/2042

     4,000       3,611,072  

5.00%, 12/01/2052

     1,500       1,290,183  

Sagebrush Farm Metropolitan District No. 1
Series 2022-A
6.75%, 12/01/2052

     3,500       3,449,932  

Spring Hill Metropolitan District No. 3
Series 2022-A
6.75%, 12/01/2052(c)

     4,000       4,049,289  

STC Metropolitan District No. 2
Series 2019-A
5.00%, 12/01/2038

     940       876,662  

5.00%, 12/01/2049

     1,000       900,932  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Sterling Ranch Community Authority Board
(Sterling Ranch Colorado Metropolitan District No. 2)
Series 2020-A
4.25%, 12/01/2050

   $ 2,250     $ 1,762,539  

Sterling Ranch Community Authority Board
(Sterling Ranch Metropolitan District No. 3)
Series 2022
6.50%, 12/01/2042

     2,215       2,247,882  

6.75%, 12/01/2053

     11,000       11,129,005  

Series 2023
8.375%, 12/15/2054

     2,500       2,492,527  

Vauxmont Metropolitan District
AGM Series 2019
3.25%, 12/15/2050

     661       557,723  

AGM Series 2020
5.00%, 12/01/2033

     370       413,261  

5.00%, 12/01/2050

     435       457,764  

Verve Metropolitan District No. 1
Series 2023
6.50%, 12/01/2043

     3,365       3,117,275  

6.75%, 12/01/2052

     4,000       3,671,443  
    

 

 

 
       275,244,174  
    

 

 

 

Connecticut – 1.3%

 

City of New Haven CT
AGM Series 2019-A
5.00%, 08/01/2039

     1,650       1,762,845  

Connecticut State Health & Educational Facilities Authority
(Hartford HealthCare Obligated Group)
Series 2020-A
4.00%, 07/01/2036

     1,000       1,003,593  

4.00%, 07/01/2037

     1,200       1,189,258  

Connecticut State Health & Educational Facilities Authority
(Quinnipiac University)
Series 2015-L
5.00%, 07/01/2045

     5,750       5,857,236  

Connecticut State Health & Educational Facilities Authority
(Sacred Heart University, Inc.)
Series 2017-I1
5.00%, 07/01/2035

     1,000       1,063,933  

5.00%, 07/01/2037

     1,095       1,150,127  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Connecticut State Health & Educational Facilities Authority
(Seabury Retirement Community)
Series 2016-A
5.00%, 09/01/2046(c)

   $ 1,000     $ 837,828  

5.00%, 09/01/2053(c)

     1,475       1,186,676  

Connecticut State Health & Educational Facilities Authority
(University of Hartford (The))
Series 2019
4.00%, 07/01/2044

     10,710       8,774,254  

4.00%, 07/01/2049

     7,325       5,729,529  

5.00%, 07/01/2033

     470       484,422  

5.00%, 07/01/2034

     295       302,548  

Connecticut State Health & Educational Facilities Authority
(University of New Haven, Inc.)
Series 2018
5.00%, 07/01/2034

     1,000       1,019,583  

Series 2018-K1
5.00%, 07/01/2028

     765       783,602  

5.00%, 07/01/2035

     1,055       1,069,713  

5.00%, 07/01/2036

     2,205       2,220,061  

5.00%, 07/01/2037

     1,085       1,083,460  

5.00%, 07/01/2038

     1,980       1,958,441  

State of Connecticut
Series 2016-E
5.00%, 10/15/2034

     4,595       4,909,406  

Series 2016-F
5.00%, 10/15/2031

     10,205       10,948,962  

Series 2017-A
5.00%, 04/15/2032

     6,700       7,251,238  

5.00%, 04/15/2033

     10,985       11,889,646  

5.00%, 04/15/2034

     4,855       5,245,046  

Series 2018-A
5.00%, 04/15/2034

     5,430       6,000,854  

5.00%, 04/15/2037

     2,500       2,706,189  

Series 2018-C
5.00%, 06/15/2031

     1,325       1,476,672  

5.00%, 06/15/2032

     1,775       1,977,036  

5.00%, 06/15/2033

     1,250       1,390,840  

5.00%, 06/15/2034

     1,100       1,218,307  

5.00%, 06/15/2035

     1,040       1,142,915  

5.00%, 06/15/2038

     1,000       1,081,233  

Series 2018-E
5.00%, 09/15/2037

     1,035       1,125,215  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2022-A
3.875%, 06/15/2028

   $ 5,150     $ 5,080,949  

3.975%, 06/15/2029

     5,000       4,935,766  

4.06%, 06/15/2030

     5,000       4,946,399  

4.11%, 06/15/2031

     5,000       4,946,381  

Town of Hamden CT
(Whitney Center, Inc. Obligated Group)
Series 2022-A
7.00%, 01/01/2053

     3,900       3,973,436  
    

 

 

 
       119,723,599  
    

 

 

 

Delaware – 0.2%

 

Affordable Housing Tax-Exempt Bond Pass-Thru Trust
Series 2023-2
6.00%, 10/05/2040(c)(g)

     18,000       18,000,000  

Delaware River & Bay Authority
Series 2021
4.00%, 01/01/2042

     550       548,044  

Delaware State Economic Development Authority
(Newark Charter School, Inc.)
Series 2020
5.00%, 09/01/2050

     1,125       1,144,641  
    

 

 

 
       19,692,685  
    

 

 

 

District of Columbia – 0.6%

 

District of Columbia
(District of Columbia International School Obligated Group)
Series 2019
5.00%, 07/01/2049

     1,075       1,075,227  

District of Columbia
(Friendship Public Charter School, Inc.)
Series 2016-A
5.00%, 06/01/2041

     735       740,643  

5.00%, 06/01/2046

     1,165       1,169,007  

District of Columbia
(KIPP DC Obligated Group)
Series 2017-A
5.00%, 07/01/2042

     3,230       3,271,076  

5.00%, 07/01/2048

     5,350       5,376,793  

Series 2017-B
5.00%, 07/01/2037

     1,465       1,503,263  

5.00%, 07/01/2042

     2,000       2,025,434  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

District of Columbia
(Rocketship DC Obligated Group)
Series 2021
5.00%, 06/01/2041(c)

   $ 1,190     $ 1,092,926  

5.00%, 06/01/2051(c)

     4,345       3,779,441  

5.00%, 06/01/2061(c)

     4,370       3,678,470  

District of Columbia Tobacco Settlement Financing Corp.
Series 2006
Zero Coupon, 06/15/2055

     182,000       16,239,018  

Metropolitan Washington Airports Authority Aviation Revenue
Series 2020-A
4.00%, 10/01/2035

     1,750       1,780,429  

4.00%, 10/01/2039

     2,000       1,973,779  

Series 2021-A

    

5.00%, 10/01/2046

     7,400       7,785,177  
    

 

 

 
       51,490,683  
    

 

 

 

Florida – 5.9%

 

Alachua County Health Facilities Authority
(Shands Teaching Hospital & Clinics Obligated Group)
Series 2014-A
5.00%, 12/01/2044

     1,000       1,001,930  

Align Affordable Housing Bond Fund LP
(SHI – Lake Worth LLC)
Series 2021
3.25%, 12/01/2051(c)

     26,000       22,513,171  

Bexley Community Development District
Series 2016
4.875%, 05/01/2047

     985       906,312  

Cape Coral Health Facilities Authority
(Gulf Care, Inc. Obligated Group)
Series 2015
5.875%, 07/01/2040(c)

     1,400       970,581  

6.00%, 07/01/2045(c)

     1,215       841,180  

6.00%, 07/01/2050(c)

     2,895       2,002,730  

Capital Projects Finance Authority/FL
(CAPFA Capital Corp. 2000F)
Series 2020-A
5.00%, 10/01/2026

     2,000       2,053,524  

5.00%, 10/01/2029

     1,650       1,726,320  

5.00%, 10/01/2032

     1,000       1,042,710  

5.00%, 10/01/2033

     1,050       1,090,121  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Capital Trust Agency, Inc.
(Aviva Senior Life)
Series 2017
5.00%, 07/01/2046(c)

   $ 1,300     $ 988,154  

Capital Trust Agency, Inc.
(Educational Growth Fund LLC)
Series 2021
Zero Coupon, 07/01/2061(c)

     73,000       4,748,446  

3.375%, 07/01/2031(c)

     1,270       1,191,875  

5.00%, 07/01/2056(c)

     51,535       46,764,658  

Capital Trust Agency, Inc.
(Team Success A School of Excellence, Inc.)
Series 2020
5.00%, 06/01/2045(c)

     1,615       1,386,979  

5.00%, 06/01/2055(c)

     2,250       1,854,369  

Series 2022
5.50%, 06/01/2057(c)

     3,000       2,568,787  

City of Jacksonville FL
(Genesis Health, Inc. Obligated Group)
Series 2020
4.00%, 11/01/2039

     1,650       1,597,560  

4.00%, 11/01/2040

     2,175       2,092,756  

4.00%, 11/01/2045

     7,500       6,853,678  

5.00%, 11/01/2050

     8,230       8,387,855  

City of Lakeland FL
(Lakeland Regional Health Systems Obligated Group)
Series 2015
5.00%, 11/15/2040

     5,610       5,654,399  

City of Palmetto FL
(Renaissance Arts and Education, Inc.)
Series 2022
5.25%, 06/01/2052

     2,955       2,967,523  

5.375%, 06/01/2057

     1,000       1,008,417  

5.625%, 06/01/2062

     3,965       4,044,648  

City of South Miami Health Facilities Authority, Inc.
(Baptist Health South Florida Obligated Group)
Series 2017
5.00%, 08/15/2037(a)

     8,405       8,778,882  

5.00%, 08/15/2047(a)

     6,125       6,258,539  

City of Tallahassee FL
(Tallahassee Memorial HealthCare, Inc.)
Series 2016
5.00%, 12/01/2055

     3,535       3,523,326  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of Tampa FL
(State of Florida Cigarette Tax Revenue)
Series 2020-A
Zero Coupon, 09/01/2036

   $ 700     $ 409,731  

Zero Coupon, 09/01/2037

     700       386,084  

Zero Coupon, 09/01/2040

     980       450,137  

Zero Coupon, 09/01/2041

     1,000       430,748  

Zero Coupon, 09/01/2045

     1,850       611,692  

Zero Coupon, 09/01/2049

     1,350       357,119  

County of Broward FL Airport System Revenue
Series 2019-A
5.00%, 10/01/2038

     3,095       3,284,041  

5.00%, 10/01/2044

     3,000       3,116,691  

County of Broward FL Airport System Revenue
(Fort Lauderdale Hollywood Intl Airport)
Series 2017
5.00%, 10/01/2042

     5,000       5,142,872  

5.00%, 10/01/2047

     2,880       2,943,415  

County of Lake FL
(Waterman Communities, Inc.)
Series 2020
5.75%, 08/15/2050

     5,000       4,275,312  

5.75%, 08/15/2055

     3,905       3,265,624  

County of Miami-Dade FL Aviation Revenue
Series 2014-A
5.00%, 10/01/2033(a)

     10,000       10,133,342  

Series 2015-A
5.00%, 10/01/2031

     1,100       1,130,635  

County of Miami-Dade Seaport Department
Series 2023-A
5.00%, 10/01/2047

     5,000       5,247,051  

5.25%, 10/01/2052

     2,900       3,098,133  

County of Osceola FL Transportation Revenue
Series 2020-A
Zero Coupon, 10/01/2035

     1,000       556,092  

Zero Coupon, 10/01/2036

     860       447,889  

Zero Coupon, 10/01/2037

     1,390       679,750  

Zero Coupon, 10/01/2038

     1,185       548,159  

Zero Coupon, 10/01/2039

     1,610       700,533  

County of Palm Beach FL
(Provident Group-PBAU Properties LLC)
Series 2019
5.00%, 04/01/2039(c)

     1,435       1,375,640  

5.00%, 04/01/2051(c)

     9,145       8,197,281  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Florida Development Finance Corp.
(Assistance Unlimited, Inc,)
Series 2022
5.00%, 08/15/2032(c)

   $ 460     $ 457,603  

5.25%, 08/15/2037(c)

     700       671,413  

5.625%, 08/15/2042(c)

     1,520       1,458,574  

5.875%, 08/15/2052(c)

     5,000       4,761,790  

6.00%, 08/15/2057(c)

     1,000       953,907  

Florida Development Finance Corp.
(Brightline Trains Florida LLC)
Series 2020
7.375%, 01/01/2049(c)

     23,190       21,972,773  

Florida Development Finance Corp.
(Cornerstone Charter Academy, Inc.)
Series 2022
5.00%, 10/01/2032(c)

     925       937,619  

5.00%, 10/01/2042(c)

     2,710       2,580,541  

5.125%, 10/01/2052(c)

     3,120       2,890,434  

5.25%, 10/01/2056(c)

     1,900       1,762,184  

Florida Development Finance Corp.
(Drs Kiran & Pallavi Patel 2017 Foundation for Global Understanding, Inc.)
Series 2021
4.00%, 07/01/2051(c)

     1,000       842,042  

Florida Development Finance Corp.
(IDEA Florida, Inc.)
Series 2022
5.25%, 06/15/2029(c)

     1,030       1,021,974  

Florida Development Finance Corp.
(Mater Academy, Inc.)
Series 2020-A
5.00%, 06/15/2040

     3,150       3,169,624  

5.00%, 06/15/2050

     11,245       11,040,450  

5.00%, 06/15/2055

     13,060       12,652,656  

Series 2022-A
5.00%, 06/15/2047

     2,470       2,447,945  

Florida Development Finance Corp.
(Mayflower Retirement Center, Inc. Obligated Group)
Series 2020
5.25%, 06/01/2050(c)

     5,000       4,202,707  

5.25%, 06/01/2055(c)

     5,500       4,539,856  

Series 2021
4.00%, 06/01/2041(c)

     830       599,863  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Florida Development Finance Corp.
(Parrish Charter Academy)
Series 2023
6.25%, 04/23/2058(c)

   $ 7,635     $ 7,532,770  

Florida Development Finance Corp.
(River City Education Obligated Group)
Series 2021
4.00%, 07/01/2035

     925       882,715  

Series 2022
5.00%, 07/01/2042

     1,330       1,341,426  

5.00%, 07/01/2051

     1,045       1,025,857  

5.00%, 02/01/2057

     1,725       1,659,530  

5.00%, 07/01/2057

     680       654,082  

Florida Development Finance Corp.
(Seaside School Consortium, Inc.)
Series 2022
6.00%, 06/15/2057

     7,000       7,273,071  

Florida Higher Educational Facilities Financial Authority
(Florida Institute of Technology, Inc.)
Series 2019
4.00%, 10/01/2037

     1,000       924,147  

Florida Higher Educational Facilities Financial Authority
(Ringling College of Art and Design, Inc.)
Series 2017
5.00%, 03/01/2032

     265       275,404  

5.00%, 03/01/2034

     2,395       2,480,886  

5.00%, 03/01/2042

     2,785       2,804,899  

Series 2019
5.00%, 03/01/2044

     1,065       1,071,938  

5.00%, 03/01/2049

     8,425       8,435,103  

Florida Municipal Power Agency
(Florida Municipal Power Agency All-Requirements Power Supply Project Revenue)
Series 2021
1.425%, 10/01/2026

     2,700       2,432,826  

Greater Orlando Aviation Authority
5.00%, 10/01/2034(a)

     2,000       2,177,208  

5.00%, 10/01/2044(a)

     13,000       13,542,647  

Series 2017-A
5.00%, 10/01/2031(a)

     4,350       4,621,822  

5.00%, 10/01/2032(a)

     1,500       1,592,814  

5.00%, 10/01/2034(a)

     2,150       2,271,959  

5.00%, 10/01/2035(a)

     3,500       3,679,397  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 10/01/2036(a)

   $ 4,000     $ 4,181,863  

Series 2019-A
5.00%, 10/01/2036(a)

     5,000       5,359,478  

5.00%, 10/01/2049(a)

     4,500       4,653,185  

5.00%, 10/01/2054(a)

     4,000       4,121,338  

Highlands County Health Facilities Authority
(Trousdale Foundation Obligated Group)
Series 2018
6.00%, 04/01/2038(d)(e)

     1,530       535,500  

6.25%, 04/01/2049(d)(e)

     1,820       637,000  

Lakewood Ranch Stewardship District
(Lakewood Ranch Stewardship District Northeast Sector Project)
Series 2018
5.30%, 05/01/2039

     1,000       1,007,260  

5.45%, 05/01/2048

     1,525       1,523,708  

Lee County Industrial Development Authority/FL
(Cypress Cove at Healthpark Florida Obligated Group)
Series 2022
5.25%, 10/01/2052

     1,350       1,153,250  

5.25%, 10/01/2057

     3,650       3,047,121  

Manatee County School District
(Manatee County School District Sales Tax)
AGM Series 2017
5.00%, 10/01/2030

     2,700       2,921,367  

Marshall Creek Community Development District
Series 2015-A
5.00%, 05/01/2032

     1,235       1,239,295  

Martin County Health Facilities Authority
(Cleveland Clinic Health System Obligated Group)
Series 2019
4.00%, 01/01/2046

     4,000       3,919,748  

Miami Beach Health Facilities Authority
(Mount Sinai Medical Center of Florida, Inc.)
Series 2014
5.00%, 11/15/2039

     2,000       2,013,750  

Miami-Dade County Expressway Authority
Series 2014-A
5.00%, 07/01/2034

     4,000       4,056,194  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Miami-Dade County Industrial Development Authority
(AcadeMir Charter School Middle & Preparatory Academy Obligated Group)
Series 2022
5.00%, 07/01/2037(c)

   $ 525     $ 510,940  

5.25%, 07/01/2042(c)

     770       738,513  

5.25%, 07/01/2052(c)

     2,435       2,244,268  

5.50%, 07/01/2061(c)

     2,375       2,227,872  

Mid-Bay Bridge Authority
Series 2015-A
5.00%, 10/01/2028

     1,600       1,642,681  

5.00%, 10/01/2040

     2,000       2,017,094  

Series 2015-C
5.00%, 10/01/2035

     1,750       1,778,984  

5.00%, 10/01/2040

     1,000       1,005,145  

Middleton Community Development District A
Series 2022
6.20%, 05/01/2053

     3,500       3,562,874  

North Broward Hospital District
Series 2017-B
5.00%, 01/01/2037

     4,070       4,232,597  

5.00%, 01/01/2042

     4,785       4,908,298  

5.00%, 01/01/2048

     10,000       10,225,775  

Orange County Health Facilities Authority (Presbyterian Retirement Communities, Inc. Obligated Group)
Series 2023
4.00%, 08/01/2042(g)

     5,750       4,890,750  

Palm Beach County Educational Facilities Authority
(Palm Beach Atlantic University Obligated Group)
Series 2021
4.00%, 10/01/2041

     1,030       938,464  

4.00%, 10/01/2051

     4,330       3,657,533  

Palm Beach County Health Facilities Authority
(ACTS Retirement-Life Communities, Inc. Obligated Group)
Series 2020-B
5.00%, 11/15/2042

     1,000       950,902  

Palm Beach County Health Facilities Authority
(Federation CCRC Operations Corp. Obligated Group)
Series 2020
5.00%, 06/01/2055

     2,880       2,450,301  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2022
4.25%, 06/01/2056

   $ 4,825     $ 3,446,199  

Palm Beach County Health Facilities Authority
(Green Cay Life Plan Village, Inc.)
Series 2022
11.50%, 07/01/2027(c)

     1,800       1,737,589  

Palm Beach County Health Facilities Authority
(Jupiter Medical Center Obligated Group)
Series 2022
5.00%, 11/01/2038

     400       417,414  

5.00%, 11/01/2039

     685       711,213  

5.00%, 11/01/2040

     650       670,836  

5.00%, 11/01/2041

     2,330       2,394,219  

5.00%, 11/01/2042

     500       511,319  

5.00%, 11/01/2047

     13,835       13,976,601  

5.00%, 11/01/2052

     18,480       18,595,293  

Pinellas County Industrial Development Authority
Series 2019
5.00%, 07/01/2039

     3,460       3,460,471  

Pinellas County Industrial Development Authority
(Drs Kiran & Pallavi Patel 2017 Foundation for Global Understanding, Inc.)
Series 2019
5.00%, 07/01/2029

     1,420       1,452,930  

Polk County Industrial Development Authority
(Mineral Development LLC)
Series 2020
5.875%, 01/01/2033(c)

     4,000       4,027,468  

St. Johns County Industrial Development Authority
(Presbyterian Retirement Communities, Inc. Obligated Group)
Series 2020
4.00%, 08/01/2055

     5,300       4,178,512  

Tampa Florida Hospitals
5.00%, 07/01/2050(a)

     18,325       18,649,954  

Town of Davie FL
(Nova Southeastern University, Inc.)
Series 2018
5.00%, 04/01/2048

     24,650       25,343,372  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Village Community Development District No. 13
Series 2019
3.00%, 05/01/2029

   $ 960     $ 884,098  

3.375%, 05/01/2034

     1,440       1,286,372  

3.55%, 05/01/2039

     2,505       2,066,969  

3.70%, 05/01/2050

     9,575       7,309,115  

Series 2020

    

3.50%, 05/01/2051(c)

     4,865       3,510,603  

Village Community Development District No. 14
Series 2022
5.50%, 05/01/2053

     2,250       2,193,877  

Volusia County School Board
(Volusia County School Board COP)
Series 2014-B
5.00%, 08/01/2031

     1,625       1,655,094  
    

 

 

 
       554,084,423  
    

 

 

 

Georgia – 2.6%

 

Augusta Development Authority
(AU Health System Obligated Group)
Series 2018
5.00%, 07/01/2027

     1,635       1,599,751  

City of Atlanta GA Department of Aviation
Series 2014-A
5.00%, 01/01/2033

     1,820       1,839,597  

Series 2019-B
5.00%, 07/01/2044

     9,000       9,362,658  

Series 2021-C
4.00%, 07/01/2040

     2,305       2,246,172  

Series 2022-B
5.00%, 07/01/2047

     12,430       13,097,855  

5.00%, 07/01/2052

     20,000       20,931,194  

Clarke County Hospital Authority
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 07/01/2031

     2,500       2,634,469  

Development Authority for Fulton County (Piedmont Healthcare, Inc. Obligated Group)
Series 2016-A
5.00%, 07/01/2032

     2,000       2,106,774  

Development Authority of Gwinnett County (Board of Regents of the University System of Georgia Lease)
Series 2017-A
5.00%, 07/01/2032(a)

     1,205       1,297,135  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 07/01/2033(a)

   $ 2,370     $ 2,544,092  

5.00%, 07/01/2035(a)

     4,945       5,251,263  

5.00%, 07/01/2037(a)

     2,335       2,446,122  

Development Authority of Monroe County (The)
(Georgia Power Co.)
Series 2023
3.875%, 10/01/2048

     5,000       5,022,475  

Fayette County Hospital Authority/GA (Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 07/01/2034

     1,620       1,702,094  

5.00%, 07/01/2035

     6,355       6,647,299  

5.00%, 07/01/2036

     2,735       2,846,124  

Fulton County Residential Care Facilities for the Elderly Authority
(All Saints-St Luke’s Episcopal Home for the Retired Obligated Group)
Series 2019
5.00%, 04/01/2047(c)

     6,500       5,399,878  

5.00%, 04/01/2054(c)

     2,000       1,602,236  

George L Smith II Congress Center Authority
(Signia Hotel Management LLC)
Series 2021
4.00%, 01/01/2054

     1,485       1,197,657  

Glynn-Brunswick Memorial Hospital Authority
(Southeast Georgia Health System Obligated Group)
Series 2017
5.00%, 08/01/2043

     10,880       10,945,428  

5.00%, 08/01/2047

     1,800       1,786,330  

Main Street Natural Gas, Inc.
(Citadel LP)
Series 2022-C
4.00%, 08/01/2052(c)

     39,100       37,608,007  

Main Street Natural Gas, Inc.
(Royal Bank of Canada)
Series 2018-A
4.00%, 04/01/2048

     12,175       12,184,046  

Series 2018-C
4.00%, 08/01/2048

     12,245       12,262,318  

Series 2023-B
5.00%, 07/01/2053

     11,720       12,521,850  

Municipal Electric Authority of Georgia
Series 2019
5.00%, 01/01/2038

     1,235       1,286,820  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 01/01/2039

   $ 1,215     $ 1,258,260  

5.00%, 01/01/2048

     2,460       2,474,614  

5.00%, 01/01/2049

     5,000       5,101,127  

5.00%, 01/01/2056

     4,655       4,728,649  

5.00%, 01/01/2059

     6,270       6,227,799  

Series 2022
4.50%, 07/01/2063

     15,000       14,724,396  

5.00%, 07/01/2052

     12,000       12,402,992  

Series 2023
5.50%, 07/01/2064

     10,200       10,586,001  

AGM Series 2023
5.00%, 07/01/2048

     1,570       1,666,652  

5.00%, 07/01/2055

     3,200       3,349,523  

5.00%, 07/01/2064

     6,055       6,289,575  
    

 

 

 
       247,179,232  
    

 

 

 

Guam – 0.5%

 

Guam Government Waterworks Authority
Series 2020-A
5.00%, 01/01/2050

     3,790       3,834,220  

Guam Power Authority
Series 2022-A
5.00%, 10/01/2043

     3,300       3,428,008  

Territory of Guam
Series 2019
5.00%, 11/15/2031

     1,855       1,938,200  

Territory of Guam
(Guam Section 30 Income Tax)
Series 2016-A
5.00%, 12/01/2029

     1,310       1,360,587  

5.00%, 12/01/2030

     4,160       4,317,808  

5.00%, 12/01/2032

     3,545       3,675,465  

Territory of Guam
(Territory of Guam Business Privilege Tax)
Series 2015-D
5.00%, 11/15/2032

     13,000       13,245,231  

5.00%, 11/15/2033

     3,570       3,629,855  

5.00%, 11/15/2035

     8,935       9,015,682  

Series 2021-F
4.00%, 01/01/2036

     4,050       3,937,280  
    

 

 

 
       48,382,336  
    

 

 

 

Idaho – 0.0%

 

Idaho Housing & Finance Association
(Battelle Energy Alliance LLC)
Series 2010-A
7.00%, 02/01/2036

     200       200,392  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Illinois – 9.4%

 

Chicago Board of Education
Series 2012-A
5.00%, 12/01/2042

   $ 6,635     $ 6,593,767  

Series 2015-C
5.25%, 12/01/2035

     2,790       2,821,354  

5.25%, 12/01/2039

     8,080       8,122,896  

Series 2015-E
5.125%, 12/01/2032

     1,000       1,010,551  

Series 2016-A
7.00%, 12/01/2044

     1,400       1,475,528  

Series 2016-B
6.50%, 12/01/2046

     1,900       1,995,815  

Series 2017-G
5.00%, 12/01/2034

     4,150       4,265,264  

Series 2017-H
5.00%, 12/01/2036

     900       913,190  

5.00%, 12/01/2046

     6,095       6,028,164  

Series 2018-A
5.00%, 12/01/2026

     5,430       5,629,475  

5.00%, 12/01/2027

     6,300       6,579,223  

5.00%, 12/01/2028

     5,975       6,281,693  

Series 2019-A
5.00%, 12/01/2029

     2,950       3,107,224  

5.00%, 12/01/2030

     5,120       5,367,706  

Series 2019-B
5.00%, 12/01/2030

     935       980,325  

5.00%, 12/01/2031

     1,030       1,076,913  

5.00%, 12/01/2032

     635       662,068  

5.00%, 12/01/2033

     500       520,045  

Series 2021-A
5.00%, 12/01/2032

     2,400       2,515,159  

5.00%, 12/01/2033

     4,510       4,714,140  

5.00%, 12/01/2036

     1,010       1,036,373  

5.00%, 12/01/2038

     2,730       2,779,291  

5.00%, 12/01/2039

     2,000       2,026,995  

5.00%, 12/01/2040

     1,750       1,766,235  

5.00%, 12/01/2041

     7,765       7,805,564  

Series 2021-B
5.00%, 12/01/2036

     1,000       1,026,112  

Series 2022-B
4.00%, 12/01/2041

     42,765       38,901,058  

Series 2023

    

5.00%, 04/01/2045

     1,500       1,544,146  

5.25%, 04/01/2033

     1,250       1,409,363  

5.25%, 04/01/2034

     1,000       1,122,279  

5.50%, 04/01/2042

     5,000       5,433,666  

 

44    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.75%, 04/01/2048

   $ 5,000     $ 5,507,835  

Chicago O’Hare International Airport
5.25%, 01/01/2053(a)

     20,000       20,974,620  

Series 2015-C
5.00%, 01/01/2034

     1,665       1,694,653  

Series 2016-B
5.00%, 01/01/2034

     5,000       5,249,925  

Series 2016-C
5.00%, 01/01/2035

     1,625       1,702,145  

5.00%, 01/01/2038

     7,625       7,898,721  

Series 2017-B
5.00%, 01/01/2035

     6,645       7,072,418  

5.00%, 01/01/2036

     12,000       12,686,760  

5.00%, 01/01/2037

     14,800       15,577,296  

Series 2022
4.50%, 01/01/2048

     10,000       9,974,259  

4.625%, 01/01/2053

     10,000       10,015,139  

5.50%, 01/01/2055(a)

     19,000       20,490,290  

Chicago O’Hare International Airport
(TrIPs Obligated Group)
Series 2018
5.00%, 07/01/2033

     645       670,984  

5.00%, 07/01/2038

     1,500       1,521,469  

5.00%, 07/01/2048

     5,000       4,945,270  

Chicago Transit Authority
(Chicago Transit Authority Sales Tax)
Series 2020-A
4.00%, 12/01/2050(a)

     12,340       11,453,027  

Chicago Transit Authority Sales Tax Receipts Fund
Series 2020-A
5.00%, 12/01/2045(a)

     5,000       5,181,769  

5.00%, 12/01/2055(a)

     6,000       6,213,794  

City of Chicago IL
(Goldblatts Supportive Living Project)
Series 2013
6.375%, 12/01/2052(d)(e)

     1,050       648,763  

Illinois Finance Authority
Series 2015
5.25%, 05/15/2050 (Pre-refunded/ETM)

     2,000       2,093,812  

Illinois Finance Authority
(Acero Charter Schools, Inc. Obligated Group)
Series 2021
4.00%, 10/01/2035(c)

     1,155       1,009,101  

4.00%, 10/01/2042(c)

     4,150       3,253,672  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Illinois Finance Authority
(Ascension Health Credit Group)
Series 2016-C
5.00%, 02/15/2041

   $ 2,835     $ 2,946,870  

Illinois Finance Authority
(Clark-Lindsey Village Obligated Group)
Series 2022-A
4.60%, 06/01/2027

     400       388,546  

5.125%, 06/01/2032

     350       330,652  

5.25%, 06/01/2037

     340       313,841  

5.375%, 06/01/2042

     985       897,836  

5.50%, 06/01/2057

     5,280       4,610,874  

Illinois Finance Authority
(DePaul College Prep)
Series 2023
4.30%, 08/01/2028(c)

     1,220       1,214,832  

4.50%, 08/01/2033(c)

     1,275       1,264,593  

5.25%, 08/01/2038(c)

     1,300       1,310,143  

5.50%, 08/01/2043(c)

     2,125       2,149,702  

5.625%, 08/01/2053(c)

     4,250       4,203,875  

Illinois Finance Authority
(Illinois Institute of Technology)
Series 2019
4.00%, 09/01/2035

     1,000       866,905  

4.00%, 09/01/2037

     1,130       942,546  

4.00%, 09/01/2039

     2,000       1,621,344  

4.00%, 09/01/2041

     2,250       1,764,189  

5.00%, 09/01/2036

     1,095       1,042,269  

5.00%, 09/01/2038

     2,475       2,311,266  

5.00%, 09/01/2040

     1,035       946,406  

Illinois Finance Authority
(Lake Forest College)
Series 2022-A
5.25%, 10/01/2052

     1,500       1,421,137  

5.50%, 10/01/2042

     1,045       1,054,752  

5.50%, 10/01/2047

     1,000       999,397  

Illinois Finance Authority
(Park Place of Elmhurst Obligated Group)
Series 2021
5.125%, 05/15/2060

     3,515       2,041,421  

Illinois Finance Authority
(Plymouth Place Obligated Group)
Series 2022
4.75%, 11/15/2027

     1,500       1,493,929  

5.25%, 11/15/2027

     1,525       1,521,926  

6.50%, 05/15/2042

     2,000       2,052,777  

 

46    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

6.50%, 05/15/2047

   $ 2,000     $ 2,029,713  

6.625%, 05/15/2052

     1,910       1,937,537  

6.75%, 05/15/2058

     1,765       1,797,189  

Illinois Finance Authority
(Rosalind Franklin University of Medicine and Science)
Series 2017-A
5.00%, 08/01/2042

     1,000       1,004,033  

5.00%, 08/01/2047

     2,475       2,469,935  

Series 2017-C
5.00%, 08/01/2046

     2,900       2,889,128  

Illinois Finance Authority
(Silver Cross Hospital Obligated Group)
Series 2015-C
5.00%, 08/15/2035

     4,750       4,867,135  

Illinois Finance Authority
(Washington and Jane Smith Home (The))
Series 2022
4.00%, 10/15/2044

     10,890       8,280,943  

Illinois Housing Development Authority
Series 2022
5.67%, 12/01/2025(c)

     17,000       17,026,838  

7.17%, 11/01/2038

     1,675       1,712,764  

Illinois State Toll Highway Authority
Series 2015-A
5.00%, 01/01/2031

     1,500       1,571,834  

5.00%, 01/01/2032

     1,625       1,702,867  

Series 2015-B
5.00%, 01/01/2036

     2,850       2,987,567  

Series 2016-B
5.00%, 01/01/2041

     3,450       3,580,713  

Metropolitan Pier & Exposition Authority
Series 2012
Zero Coupon, 12/15/2041

     9,400       3,852,906  

Zero Coupon, 12/15/2051

     11,385       2,654,314  

Series 2015-B
5.00%, 12/15/2045

     13,300       13,397,203  

Series 2017-B
Zero Coupon, 12/15/2054

     9,850       1,948,815  

Series 2020
4.00%, 06/15/2050

     2,525       2,189,304  

5.00%, 06/15/2050

     45,220       45,674,194  

Metropolitan Pier & Exposition Authority
(Metropolitan Pier & Exposition Authority Lease)
Series 2020
5.00%, 06/15/2042

     2,675       2,744,674  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

State of Illinois

    

Series 2010
7.35%, 07/01/2035

   $ 11,946     $ 13,184,599  

Series 2014
5.00%, 05/01/2023

     7,185       7,185,000  

5.00%, 05/01/2031

     7,615       7,720,176  

Series 2016
5.00%, 02/01/2024

     2,525       2,550,621  

5.00%, 02/01/2027

     19,125       20,259,388  

5.00%, 02/01/2029

     5,945       6,302,308  

5.00%, 11/01/2032

     5,245       5,490,011  

5.00%, 11/01/2035

     8,000       8,273,194  

Series 2017-A
5.00%, 12/01/2025

     3,510       3,644,903  

5.00%, 12/01/2026

     6,000       6,338,002  

5.00%, 12/01/2028

     2,700       2,895,907  

5.00%, 12/01/2034

     2,585       2,738,182  

Series 2017-C
5.00%, 11/01/2029

     19,335       20,694,993  

Series 2017-D
5.00%, 11/01/2024

     7,395       7,549,014  

5.00%, 11/01/2025

     31,725       32,898,102  

5.00%, 11/01/2026

     26,070       27,518,121  

5.00%, 11/01/2028

     8,450       9,071,356  

Series 2018-A
5.00%, 10/01/2027

     14,590       15,620,926  

5.00%, 10/01/2028

     1,710       1,857,430  

5.00%, 05/01/2029

     5,235       5,653,955  

5.00%, 10/01/2029

     1,030       1,118,156  

5.00%, 05/01/2030

     2,185       2,358,372  

Series 2018-B
5.00%, 10/01/2026

     5,000       5,266,806  

Series 2019-B

    

4.00%, 11/01/2033

     9,500       9,663,161  

4.00%, 11/01/2036

     16,375       16,346,041  

4.00%, 11/01/2037

     16,920       16,651,172  

5.00%, 11/01/2030

     8,225       9,040,779  

Series 2020
5.50%, 05/01/2030

     2,750       3,140,727  

5.75%, 05/01/2045

     2,500       2,737,512  

Series 2020-B
5.00%, 10/01/2030

     2,000       2,223,425  

5.00%, 10/01/2031

     2,100       2,329,744  

Series 2021-A
5.00%, 12/01/2030

     9,955       11,085,453  

5.00%, 03/01/2035

     2,700       2,962,940  

5.00%, 03/01/2036

     3,250       3,537,785  

 

48    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 03/01/2037

   $ 3,750     $ 4,050,411  

5.00%, 03/01/2046

     4,000       4,197,822  

Series 2022-A
5.25%, 03/01/2037

     2,500       2,768,359  

5.50%, 03/01/2042

     12,610       13,947,751  

5.50%, 03/01/2047

     4,500       4,921,952  

Series 2022-B
5.25%, 10/01/2037

     13,000       14,405,403  

Series 2022-C
5.50%, 10/01/2045

     19,000       20,943,453  

Series 2023-B
5.00%, 05/01/2033(g)

     8,000       8,999,602  

5.00%, 05/01/2036(g)

     5,000       5,480,596  

5.25%, 05/01/2041(g)

     2,750       2,989,750  

5.25%, 05/01/2042(g)

     5,000       5,418,135  

5.25%, 05/01/2043(g)

     2,500       2,699,721  

5.50%, 05/01/2047(g)

     5,000       5,469,750  

Series 2023-C
5.00%, 05/01/2033(g)

     15,000       16,874,253  

Series 2023-D
5.00%, 07/01/2036(g)

     5,000       5,479,442  

Village of Antioch IL Special Service Areas No. 1 & 2
Series 2016-A
4.50%, 03/01/2033

     3,159       2,916,546  

Series 2016-B
7.00%, 03/01/2033

     1,469       1,401,692  

Village of Pingree Grove IL Special Service Area No. 7
Series 2015
4.50%, 03/01/2025

     333       331,652  

5.00%, 03/01/2036

     2,957       2,845,657  

Series 2015-B
6.00%, 03/01/2036

     824       826,320  
    

 

 

 
       880,255,466  
    

 

 

 

Indiana – 1.6%

 

City of Fort Wayne IN
(Do Good Foods Fort Wayne LLC Obligated Group)
Series 2022
9.00%, 12/01/2044(c)

     39,310       38,935,977  

10.75%, 12/01/2029

     5,305       5,301,374  

City of Whiting IN
(BP Products North America, Inc.)
Series 2023
4.40%, 11/01/2045

     10,000       10,353,523  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Indiana Finance Authority
Series 2013-A
5.00%, 07/01/2044 (Pre-refunded/ETM)

   $ 6,070     $ 6,085,219  

5.00%, 07/01/2048 (Pre-refunded/ETM)

     2,500       2,506,268  

Indiana Finance Authority
(Baptist Healthcare System Obligated Group)
Series 2017
5.00%, 08/15/2051

     3,905       3,996,416  

Indiana Finance Authority
(Brightmark Plastics Renewal Indiana LLC)
Series 2019
7.00%, 03/01/2039(c)

     31,440       23,772,036  

Indiana Finance Authority
(Good Samaritan Hospital Obligated Group)
Series 2022
4.00%, 04/01/2037

     2,620       2,395,609  

4.00%, 04/01/2039

     1,630       1,438,267  

4.00%, 04/01/2041

     2,305       1,983,863  

4.00%, 04/01/2042

     2,400       2,041,055  

Indiana Finance Authority
(Greencroft Goshen Obligated Group)
Series 2021
4.00%, 11/15/2043

     6,700       4,994,603  

Series 2023-2
4.00%, 11/15/2023(g)

     795       792,248  

4.00%, 11/15/2024(g)

     905       889,567  

4.00%, 11/15/2025(g)

     985       954,536  

4.00%, 11/15/2028(g)

     1,000       926,792  

4.00%, 11/15/2029(g)

     1,000       912,638  

4.00%, 11/15/2037(g)

     1,800       1,440,535  

Indiana Finance Authority
(Marquette Manor)
Series 2015-A
5.00%, 03/01/2030

     1,000       1,004,268  

Indiana Finance Authority
(Ohio Valley Electric Corp.)
Series 2020
3.00%, 11/01/2030

     11,725       10,648,107  

Series 2020-A
3.00%, 11/01/2030

     7,290       6,620,443  

Series 2021-B
2.50%, 11/01/2030

     5,065       4,439,880  

 

50    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Indiana Finance Authority
(University of Evansville)
Series 2022
5.00%, 09/01/2029

   $ 1,755     $ 1,815,943  

5.00%, 09/01/2030

     1,845       1,914,301  

5.00%, 09/01/2031

     1,935       2,011,091  

5.00%, 09/01/2032

     2,035       2,114,300  

5.25%, 09/01/2044

     10,000       9,849,205  

5.25%, 09/01/2057

     2,010       1,897,119  

Indiana Housing & Community Development Authority
(Vita of Marion LLC)
Series 2021-A
5.25%, 04/01/2041(c)

     1,000       788,423  
    

 

 

 
       152,823,606  
    

 

 

 

Iowa – 1.1%

 

Iowa Finance Authority
(Iowa Fertilizer Co. LLC)
Series 2022
5.00%, 12/01/2050

     59,970       60,103,325  

Iowa Finance Authority
(Lifespace Communities, Inc. Obligated Group)
Series 2018-A
5.00%, 05/15/2043

     8,405       6,473,755  

5.00%, 05/15/2048

     6,000       4,439,840  

Iowa Finance Authority
(Wesley Retirement Services, Inc. Obligated Group)
Series 2021
4.00%, 12/01/2031

     5,210       4,651,250  

4.00%, 12/01/2041

     7,810       6,163,345  

4.00%, 12/01/2046

     5,225       3,899,169  

4.00%, 12/01/2051

     9,340       6,721,228  

Iowa Higher Education Loan Authority
(Simpson College)
Series 2020
5.50%, 11/01/2051

     7,160       6,458,278  

Iowa Tobacco Settlement Authority
Series 2021-A
4.00%, 06/01/2049

     4,000       3,598,164  
    

 

 

 
       102,508,354  
    

 

 

 

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Kansas – 0.5%

 

City of Overland Park KS Sales Tax Revenue
Series 2022
6.00%, 11/15/2034(c)

   $ 1,850     $ 1,906,393  

6.50%, 11/15/2042(c)

     13,650       13,958,994  

City of Topeka KS
(Congregational Home Obligated Group(The))
Series 2022-A
5.75%, 12/01/2033

     2,865       2,818,117  

6.25%, 12/01/2042

     2,920       2,852,215  

6.50%, 12/01/2052

     6,000       5,838,439  

Kansas Development Finance Authority
(State of Kansas Department of Administration Lease)
Series 2021-K
2.39%, 05/01/2036

     8,000       6,098,920  

Overland Park Development Corp.
(City of Overland Park KS)
Series 2019
5.00%, 03/01/2035

     1,765       1,751,428  

5.00%, 03/01/2037

     2,070       2,043,249  

5.00%, 03/01/2039

     2,325       2,255,477  

5.00%, 03/01/2044

     1,000       951,589  

5.00%, 03/01/2049

     5,875       5,537,816  

Wyandotte County-Kansas City Unified Government
(Wyandotte County-Kansas City Unified Government Sales Tax)
Series 2018
4.50%, 06/01/2040

     1,440       1,322,165  
    

 

 

 
       47,334,802  
    

 

 

 

Kentucky – 1.8%

 

City of Ashland KY
(Ashland Hospital Corp. Obligated Group)
Series 2019
4.00%, 02/01/2035

     930       930,676  

City of Henderson KY
(Pratt Paper LLC)
Series 2022
4.45%, 01/01/2042(c)

     9,000       8,434,480  

County of Trimble KY
(Louisville Gas and Electric Co.)
Series 2020
1.30%, 09/01/2044

     8,500       7,177,930  

 

52    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Kentucky Economic Development Finance Authority
(Baptist Healthcare System Obligated Group)
Series 2017-B
5.00%, 08/15/2034(a)

   $ 1,500     $ 1,592,863  

5.00%, 08/15/2035(a)

     3,085       3,259,991  

5.00%, 08/15/2037(a)

     1,550       1,620,819  

5.00%, 08/15/2041(a)

     6,905       7,149,908  

5.00%, 08/15/2046(a)

     2,740       2,815,582  

Kentucky Economic Development Finance Authority
(Carmel Manor, Inc.)
Series 2022
4.50%, 10/01/2027

     4,000       3,971,438  

Kentucky Economic Development Finance Authority
(CommonSpirit Health)
Series 2019-A
4.00%, 08/01/2038

     1,000       978,330  

4.00%, 08/01/2039

     1,135       1,104,441  

5.00%, 08/01/2044

     6,105       6,303,123  

5.00%, 08/01/2049

     7,660       7,809,742  

Kentucky Economic Development Finance Authority
(Masonic Homes of Kentucky, Inc. Obligated Group)
Series 2012

    

5.375%, 11/15/2042

     1,685       1,391,122  

5.50%, 11/15/2045

     1,000       819,461  

Series 2016-A
5.00%, 05/15/2046

     1,100       817,880  

5.00%, 05/15/2051

     2,000       1,434,054  

Kentucky Economic Development Finance Authority
(Owensboro Health, Inc. Obligated Group)
Series 2015
5.25%, 06/01/2050

     24,090       24,303,837  

Series 2017-A
5.00%, 06/01/2031

     2,000       2,062,651  

5.00%, 06/01/2032

     3,500       3,607,986  

5.00%, 06/01/2037

     4,325       4,382,532  

5.00%, 06/01/2041

     4,300       4,326,943  

5.00%, 06/01/2045

     8,750       8,766,278  

5.25%, 06/01/2041

     6,750       6,939,616  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2017-B
5.00%, 06/01/2040

   $ 5,000     $ 5,036,470  

Kentucky Economic Development Finance Authority
(Rosedale Green)
Series 2015
5.50%, 11/15/2035

     2,265       2,080,031  

5.75%, 11/15/2045

     3,350       2,851,771  

Kentucky Housing Corp.
(Churchill Park LLLP)
Series 2022-A
4.65%, 05/01/2025(c)

     2,665       2,657,468  

5.75%, 11/01/2040(c)

     12,370       12,447,458  

Series 2022-B
6.75%, 11/01/2040(c)

     2,050       2,062,233  

Kentucky Public Energy Authority
(Morgan Stanley)
Series 2019-C
4.00%, 02/01/2050

     3,170       3,173,312  

Series 2022-A
4.00%, 08/01/2052(a)

     10,000       9,914,474  

Louisville/Jefferson County Metropolitan Government
(Norton Healthcare Obligated Group)
Series 2016
5.00%, 10/01/2033

     8,205       8,606,223  

Series 2020
5.00%, 10/01/2047

     1,965       2,135,912  

Series 2020-A
5.00%, 10/01/2038

     965       1,010,557  
    

 

 

 
       163,977,592  
    

 

 

 

Louisiana – 1.0%

 

Jefferson Sales Tax District
AGM Series 2017-B
5.00%, 12/01/2034

     1,000       1,084,206  

5.00%, 12/01/2036

     2,400       2,584,806  

Louisiana Local Government Environmental Facilities & Community Development Auth
(Louisiana Utilities Restoration Corp. ELL System Restoration Revenue)
Series 2023
5.048%, 12/01/2034

     10,000       10,308,081  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Louisiana Local Government Environmental Facilities & Community Development Auth
(Louisiana Utilities Restoration Corp.)
Series 2022
4.475%, 08/01/2039

   $ 10,000     $ 9,774,557  

Louisiana Local Government Environmental Facilities & Community Development Auth
(St. James Place of Baton Rouge)
Series 2015-A
6.00%, 11/15/2035

     2,100       2,024,765  

Louisiana Local Government Environmental Facilities & Community Development Auth
(Woman’s Hospital Foundation)
Series 2017
5.00%, 10/01/2034(a)

     8,985       9,555,025  

5.00%, 10/01/2036(a)

     8,460       8,886,683  

5.00%, 10/01/2037(a)

     5,000       5,226,740  

5.00%, 10/01/2044(a)

     5,155       5,277,877  

Louisiana Public Facilities Authority
Series 2016
5.00%, 05/15/2047 (Pre-refunded/ETM)

     10       10,617  

Louisiana Public Facilities Authority
(Geo Prep Mid-City of Greater Baton Rouge)
Series 2022
5.625%, 06/01/2037(c)

     415       414,179  

6.25%, 06/01/2062(c)

     1,425       1,420,768  

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013-B
10.50%, 07/01/2039(d)(e)(h)

     2,750       28  

Series 2014-A
7.50%, 07/01/2023(d)(e)(h)

     1,250       13  

Louisiana Public Facilities Authority (Louisiana State University & Agricultural & Mechanical College Auxiliary Revenue)
Series 2019
5.00%, 07/01/2059

     10,270       10,432,335  

Louisiana Public Facilities Authority
(Louisiana State University & Agricultural & Mechanical College Lease)
Series 2017
5.00%, 07/01/2042

     1,500       1,540,608  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 07/01/2047

   $ 6,515     $ 6,626,123  

5.00%, 07/01/2052

     7,300       7,385,071  

5.00%, 07/01/2057

     2,250       2,268,308  

New Orleans Aviation Board
Series 2017-B
5.00%, 01/01/2043

     1,000       1,019,711  

Parish of St. James LA
(NuStar Logistics LP)
Series 2020-2
6.35%, 07/01/2040(c)

     3,990       4,307,681  

Parish of St. John the Baptist LA
(Marathon Oil Corp.)
Series 2019
2.10%, 06/01/2037

     2,465       2,408,644  

2.20%, 06/01/2037

     3,700       3,479,651  

St. Tammany Parish Finance Authority
(Christwood)
Series 2015
5.25%, 11/15/2037

     1,050       982,029  
    

 

 

 
       97,018,506  
    

 

 

 

Maine – 0.2%

 

Finance Authority of Maine
(Casella Waste Systems, Inc.)
Series 2017
5.25%, 01/01/2025(c)

     4,630       4,660,415  

Series 2018-R2
4.375%, 08/01/2035(c)

     1,700       1,683,602  

Maine Health & Higher Educational Facilities Authority
(Maine Medical Center)
Series 2018-A
5.00%, 07/01/2043

     3,370       3,503,368  

5.00%, 07/01/2048

     6,250       6,422,033  
    

 

 

 
       16,269,418  
    

 

 

 

Maryland – 1.9%

 

City of Baltimore MD
(East Baltimore Research Park Project)
Series 2017-A
5.00%, 09/01/2038

     1,000       1,006,460  

City of Baltimore MD
(Harbor Point Special Taxing District)
Series 2019
3.625%, 06/01/2046(c)

     1,750       1,366,585  

Series 2019-B
3.875%, 06/01/2046(c)

     300       239,923  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

County of Frederick MD
(County of Frederick MD Urbana Community Development Authority)
Series 2020-C
4.00%, 07/01/2050(c)

   $ 2,615     $ 2,276,118  

Maryland Economic Development Corp.
(City of Baltimore MD Port Covington Development District)
Series 2020
4.00%, 09/01/2040

     2,250       1,989,665  

4.00%, 09/01/2050

     2,500       2,056,843  

Maryland Economic Development Corp.
(Maryland Economic Development Corp. Morgan View & Thurgood Marshall Student Hsg)
Series 2022
5.75%, 07/01/2053

     2,860       3,048,408  

6.00%, 07/01/2058

     10,000       10,880,521  

Maryland Economic Development Corp.
(Purple Line Transit Partners LLC)

    

Series 2022
5.00%, 12/31/2036

     3,200       3,331,035  

5.00%, 06/30/2037

     2,400       2,488,509  

5.00%, 12/31/2037

     2,605       2,693,890  

5.00%, 06/30/2038

     2,920       3,014,421  

5.00%, 12/31/2038

     1,015       1,047,821  

5.25%, 06/30/2047

     26,800       27,257,905  

5.25%, 06/30/2052

     10,000       10,139,427  

5.25%, 06/30/2055

     21,720       21,969,695  

Maryland Health & Higher Educational Facilities Authority
(Meritus Medical Center Obligated Group)
Series 2015
5.00%, 07/01/2031

     3,245       3,340,823  

Maryland Health & Higher Educational Facilities Authority
(TidalHealth Obligated Group)
Series 2020
4.00%, 07/01/2036

     2,520       2,515,431  

4.00%, 07/01/2037

     2,575       2,522,089  

4.00%, 07/01/2038

     1,555       1,504,473  

4.00%, 07/01/2040

     1,645       1,560,527  

5.00%, 07/01/2046

     22,040       22,711,292  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Maryland Health & Higher Educational Facilities Authority
(UPMC Obligated Group)
Series 2020-B
4.00%, 04/15/2036(a)

   $ 3,140     $ 3,162,642  

4.00%, 04/15/2037(a)

     3,270       3,278,550  

4.00%, 04/15/2038(a)

     3,405       3,396,077  

4.00%, 04/15/2039(a)

     3,535       3,510,060  

4.00%, 04/15/2040(a)

     3,180       3,118,514  

Maryland Stadium Authority
(Baltimore City Public School Construction Financing Fund)
Series 2020
5.00%, 05/01/2050(a)

     29,840       33,649,861  
    

 

 

 
       179,077,565  
    

 

 

 

Massachusetts – 0.6%

 

Massachusetts Development Finance Agency
(Emerson College)
Series 2016-A
5.00%, 01/01/2047

     2,220       2,229,865  

Series 2017-A
5.00%, 01/01/2040

     670       681,657  

Massachusetts Development Finance Agency
(Emmanuel College/MA)
Series 2016-A
5.00%, 10/01/2043

     1,760       1,770,356  

Massachusetts Development Finance Agency
(Lasell University)
Series 2021
4.00%, 07/01/2027

     250       244,454  

4.00%, 07/01/2028

     325       317,424  

4.00%, 07/01/2029

     340       330,208  

4.00%, 07/01/2040

     3,005       2,589,451  

4.00%, 07/01/2045

     2,200       1,792,301  

4.00%, 07/01/2050

     1,615       1,265,817  

Massachusetts Development Finance Agency
(Merrimack College)
Series 2022
5.00%, 07/01/2052

     1,150       1,148,699  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Massachusetts Development Finance Agency
(Salem Community Corp. Obligated Group)
Series 2022
5.25%, 01/01/2050

   $ 2,680     $ 2,315,455  

Massachusetts Development Finance Agency
(Simmons University)
Series 2018-L
5.00%, 10/01/2034

     1,360       1,430,448  

5.00%, 10/01/2035

     1,000       1,045,786  

Massachusetts Development Finance Agency
(South Shore Hospital, Inc. Obligated Group)
Series 2016-I
5.00%, 07/01/2031

     1,350       1,413,490  

5.00%, 07/01/2041

     2,500       2,540,170  

Massachusetts Development Finance Agency
(Springfield College)
Series 2021
4.00%, 06/01/2056

     4,000       3,192,364  

5.00%, 06/01/2026

     420       431,644  

5.00%, 06/01/2027

     445       461,604  

5.00%, 06/01/2028

     1,850       1,934,993  

Series 2021-B
4.00%, 06/01/2035

     2,300       2,218,868  

4.00%, 06/01/2050

     1,700       1,406,513  

Massachusetts Development Finance Agency
(Tufts Medicine Obligated Group)
Series 2013-G
5.00%, 07/01/2037

     2,550       2,536,158  

Series 2019-A
5.00%, 07/01/2036

     1,000       1,025,325  

5.00%, 07/01/2044

     4,000       3,953,934  

Massachusetts Development Finance Agency
(UMass Memorial Health Care Obligated Group)
Series 2016
5.00%, 07/01/2041

     1,480       1,502,035  

5.00%, 07/01/2046

     2,500       2,516,762  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Massachusetts Port Authority
Series 2021-E
5.00%, 07/01/2051

   $ 2,260     $ 2,364,160  

Massachusetts School Building Authority
(Massachusetts School Building Authority Sales Tax)
Series 2009
5.715%, 08/15/2039

     10,255       11,277,986  
    

 

 

 
       55,937,927  
    

 

 

 

Michigan – 1.4%

 

City of Detroit MI
Series 2014-B
4.00%, 04/01/2044(f)

     10,000       7,350,336  

Series 2018
5.00%, 04/01/2033

     1,000       1,039,019  

5.00%, 04/01/2034

     1,250       1,293,702  

5.00%, 04/01/2038

     2,135       2,157,748  

Series 2020
5.50%, 04/01/2045

     1,690       1,738,011  

5.50%, 04/01/2050

     2,170       2,216,834  

Series 2021-A
5.00%, 04/01/2038

     1,100       1,119,856  

5.00%, 04/01/2046

     2,030       1,984,695  

5.00%, 04/01/2050

     1,000       963,514  

Grand Rapids Economic Development Corp.
(Beacon Hill at Eastgate)
Series 2017-A
5.00%, 11/01/2032

     1,055       963,020  

5.00%, 11/01/2037

     600       521,920  

Great Lakes Water Authority Water Supply System Revenue
Series 2016-A
5.00%, 07/01/2046(a)

     1,025       1,056,447  

Series 2016-D
5.00%, 07/01/2036(a)

     25,210       26,488,437  

Kalamazoo Economic Development Corp.
(Heritage Community of Kalamazoo Obligated Group)
Series 2019
5.00%, 05/15/2037

     1,100       975,539  

Series 2020
5.00%, 05/15/2055

     6,860       5,412,038  

Kalamazoo Hospital Finance Authority
Series 2016
4.00%, 05/15/2031 (Pre-refunded/ETM)

     10       10,343  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.00%, 05/15/2032 (Pre-refunded/ETM)

   $ 20     $ 20,686  

4.00%, 05/15/2033 (Pre-refunded/ETM)

     30       31,029  

4.00%, 05/15/2036 (Pre-refunded/ETM)

     65       67,229  

Michigan Finance Authority
(Albion College)
Series 2022
4.00%, 12/01/2046

     2,120       1,795,169  

4.00%, 12/01/2051

     2,165       1,771,320  

Michigan Finance Authority
(Great Lakes Water Authority Water Supply System Revenue)
Series 2014-D4
5.00%, 07/01/2029

     1,100       1,119,355  

5.00%, 07/01/2034

     1,000       1,014,162  

Series 2015-D1
5.00%, 07/01/2034

     2,000       2,078,993  

Series 2015-D2
5.00%, 07/01/2034

     3,400       3,499,738  

Michigan Finance Authority
(Henry Ford Health System Obligated Group)
Series 2016
5.00%, 11/15/2032

     3,850       4,048,672  

Series 2019-A
5.00%, 11/15/2048

     6,635       6,859,062  

Michigan Finance Authority
(Michigan Finance Authority Tobacco Settlement Revenue)

    

Series 2020-A

    

3.267%, 06/01/2039

     5,000       4,509,252  

4.00%, 06/01/2049

     5,000       4,483,798  

Michigan Finance Authority
(Public Lighting Authority)
Series 2014-B
5.00%, 07/01/2031

     1,450       1,466,292  

5.00%, 07/01/2032

     3,000       3,032,925  

5.00%, 07/01/2033

     3,500       3,537,452  

Michigan Strategic Fund
(Michigan Strategic Fund – I 75 Improvement Project)
Series 2018
5.00%, 06/30/2048

     8,600       8,609,059  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Michigan Tobacco Settlement Finance Authority
(Tobacco Settlement Financing Corp./MI)
Series 2008-C
Zero Coupon, 06/01/2058

   $ 241,050     $ 9,902,045  

Troy School District/MI
Series 2023
5.00%, 05/01/2039

     2,115       2,403,548  

5.00%, 05/01/2040

     5,425       6,111,372  

5.00%, 05/01/2041

     3,440       3,860,431  

Wayne State University
Series 2018-A
5.00%, 11/15/2043

     4,000       4,221,270  
    

 

 

 
       129,734,318  
    

 

 

 

Minnesota – 0.3%

 

City of Ramsey MN
(Pact Charter School)
Series 2022-A
5.00%, 06/01/2032

     11,800       11,546,923  

City of Wayzata MN
(Wayzata Bay Senior Housing, Inc.)
Series 2019
5.00%, 08/01/2054

     1,000       915,966  

Duluth Economic Development Authority
(Essentia Health Obligated Group)
Series 2018-A
5.00%, 02/15/2043

     2,500       2,580,306  

5.00%, 02/15/2048

     425       434,819  

Housing & Redevelopment Authority of The City of St. Paul Minnesota
(Hmong College Prep Academy)
Series 2020
5.00%, 09/01/2040

     1,390       1,312,877  

Housing & Redevelopment Authority of The City of St. Paul Minnesota
(Minnesota Math & Science Academy)
Series 2021
3.00%, 06/01/2031(c)

     1,000       845,657  

4.00%, 06/01/2056(c)

     1,100       753,373  

Minnesota Higher Education Facilities Authority
(College of St. Scholastica, Inc.)
Series 2019
4.00%, 12/01/2040

     3,850       3,415,477  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Minnesota Higher Education Facilities Authority
(St. Catherine University)

    

Series 2018-A
5.00%, 10/01/2045

   $ 1,900     $ 1,948,982  
    

 

 

 
       23,754,380  
    

 

 

 

Mississippi – 0.6%

 

Mississippi Business Finance Corp.
(Alden Group Renewable Energy Mississippi LLC)
Series 2022
8.00%, 12/01/2029(i)

     14,500       14,364,077  

Mississippi Business Finance Corp.
(Enviva, Inc.)
Series 2022
7.75%, 07/15/2047

     8,155       8,220,131  

Mississippi Development Bank
(Magnolia Regional Health Center)
Series 2021
4.00%, 10/01/2041(c)

     2,500       2,122,672  

5.00%, 10/01/2024(c)

     880       889,227  

5.00%, 10/01/2026(c)

     1,700       1,743,860  

5.00%, 10/01/2027(c)

     900       932,645  

5.00%, 10/01/2028(c)

     1,900       1,987,744  

5.00%, 10/01/2033(c)

     2,270       2,402,827  

Mississippi Hospital Equipment & Facilities Authority
(Baptist Memorial Health Care Obligated Group)
Series 2016-A
5.00%, 09/01/2036

     1,645       1,687,557  

5.00%, 09/01/2041

     12,130       12,308,205  

5.00%, 09/01/2046

     6,135       6,163,149  

Mississippi Hospital Equipment & Facilities Authority
(Forrest General Hospital, Inc.)
Series 2019
4.00%, 01/01/2037

     720       724,578  

5.00%, 01/01/2035

     1,230       1,334,420  
    

 

 

 
       54,881,092  
    

 

 

 

Missouri – 0.9%

 

Cape Girardeau County Industrial Development Authority
(SoutheastHEALTH Obligated Group)
Series 2017-A
5.00%, 03/01/2036

     2,810       2,874,469  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2021
4.00%, 03/01/2041

   $ 1,170     $ 1,015,946  

Health & Educational Facilities Authority of the State of Missouri
(Lutheran Senior Services Obligated Group)
Series 2016-A
5.00%, 02/01/2046

     1,000       906,575  

Series 2019
4.00%, 02/01/2042

     18,770       14,919,537  

4.00%, 02/01/2048

     21,850       16,527,255  

5.00%, 02/01/2042

     620       573,041  

5.00%, 02/01/2048

     2,600       2,340,863  

Kansas City Industrial Development Authority

    

Series 2019
5.00%, 07/01/2040(c)

     2,980       2,574,114  

Kansas City Industrial Development Authority
(Kansas City United Methodist Retirement Home Obligated Group)
Series 2021-A
10.00%, 11/15/2037

     1,601       1,409,074  

Series 2021-C
7.50%, 11/15/2046

     1,279       980,221  

Kansas City Industrial Development Authority
(Kingswood Senior Living Community)
Series 2021
2.00%, 11/15/2046

     2,319       109,660  

5.00%, 11/15/2046

     5,196       3,866,606  

Lee’s Summit Industrial Development Authority
(John Knox Village Obligated Group)
Series 2014-A
5.25%, 08/15/2039

     2,330       2,052,574  

Series 2016-A
5.00%, 08/15/2036

     1,300       1,147,146  

5.00%, 08/15/2046

     1,760       1,404,258  

5.00%, 08/15/2051

     1,000       771,029  

Series 2018
5.00%, 08/15/2042

     6,940       5,744,380  

Series 2021-A
5.00%, 08/15/2056

     10,000       7,543,597  

 

64    |    AB MUNICIPAL INCOME SHARES

  abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Missouri Joint Municipal Electric Utility Commission
(Missouri Joint Municipal Electric Utility Commission Plum Point Project Revenue)
Series 2014-A
5.00%, 01/01/2031

   $ 3,240     $ 3,310,341  

St. Louis County Industrial Development Authority
(Friendship Village St. Louis Obligated Group)
Series 2018
5.25%, 09/01/2053

     7,560       6,564,284  

St. Louis County Industrial Development Authority
(St. Andrews Resources for Seniors Obligated Group)
Series 2015-A
5.00%, 12/01/2035

     2,000       1,894,313  

5.125%, 12/01/2045

     4,500       4,072,884  

Taney County Industrial Development Authority
(Taney County Industrial Development Authority Lease)
Series 2023
5.00%, 10/01/2033(c)

     1,000       989,567  

6.00%, 10/01/2049(c)

     2,475       2,433,005  
    

 

 

 
       86,024,739  
    

 

 

 

Montana – 0.0%

 

Montana Facility Finance Authority
(Benefis Health System Obligated Group)
Series 2016
5.00%, 02/15/2034

     1,085       1,136,387  
    

 

 

 

Nebraska – 0.2%

 

Central Plains Energy Project
(Goldman Sachs Group, Inc. (The))
Series 2017-A
5.00%, 09/01/2034

     1,510       1,655,346  

5.00%, 09/01/2036

     13,035       14,065,120  

5.00%, 09/01/2037

     5,410       5,784,421  
    

 

 

 
       21,504,887  
    

 

 

 

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Nevada – 0.5%

 

Carson City NV
(Carson Tahoe Regional Healthcare)
Series 2017
5.00%, 09/01/2037

   $ 1,160     $ 1,192,373  

5.00%, 09/01/2047

     2,775       2,834,992  

City of Reno NV
(County of Washoe NV Sales Tax Revenue)
Series 2018-C
Zero Coupon, 07/01/2058(c)

     24,500       3,124,154  

City of Sparks NV
(City of Sparks NV Sales Tax)
Series 2019-A
2.75%, 06/15/2028(c)

     3,540       3,207,931  

Clark County School District
Series 2017-C
5.00%, 06/15/2033

     5,775       6,273,200  

5.00%, 06/15/2034

     5,000       5,399,953  

5.00%, 06/15/2035

     2,635       2,827,007  

5.00%, 06/15/2036

     3,700       3,703,564  

AGM Series 2019-B
3.00%, 06/15/2037

     5,185       4,542,192  

Las Vegas Redevelopment Agency
Series 2016
5.00%, 06/15/2040

     1,800       1,842,669  

State of Nevada Department of Business & Industry
(Fulcrum Sierra Biofuels LLC)
Series 2018
6.95%, 02/15/2038(c)

     1,890       1,693,827  

Tahoe-Douglas Visitors Authority
Series 2020
5.00%, 07/01/2040

     2,250       2,256,572  

5.00%, 07/01/2045

     2,800       2,793,128  

5.00%, 07/01/2051

     3,000       2,936,289  
    

 

 

 
       44,627,851  
    

 

 

 

New Hampshire – 0.3%

 

New Hampshire Business Finance Authority
Series 2022-2
0.35%, 09/20/2036

     25,000       593,240  

New Hampshire Business Finance Authority
(Covanta Holding Corp.)
Series 2020-A
3.625%, 07/01/2043(c)

     1,960       1,461,806  

 

66    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2020-B
3.75%, 07/01/2045(c)

   $ 3,525     $ 2,675,759  

New Hampshire Health and Education Facilities Authority Act
(Dartmouth-Hitchcock Obligated Group)
Series 2020-A
5.00%, 08/01/2059

     20,000       21,036,602  
    

 

 

 
       25,767,407  
    

 

 

 

New Jersey – 5.2%

 

Camden County Improvement Authority (The)
(KIPP Cooper Norcross Obligated Group)
Series 2022
6.00%, 06/15/2047

     1,030       1,103,684  

6.00%, 06/15/2062

     5,075       5,376,334  

Essex County Improvement Authority
(North Star Academy Charter School of Newark, Inc.)
Series 2020
4.00%, 07/15/2050(c)

     1,260       1,063,027  

New Jersey Economic Development Authority
(Lutheran Social Ministries at Crane’s Mill, Inc.)
Series 2018
5.00%, 01/01/2034

     1,500       1,421,429  

5.00%, 01/01/2039

     2,500       2,241,154  

5.00%, 01/01/2049

     3,000       2,480,281  

New Jersey Economic Development Authority
(New Jersey Economic Development Authority State Lease)
Series 2018-A
5.00%, 06/15/2042

     4,385       4,575,289  

5.00%, 06/15/2047

     1,500       1,556,597  

New Jersey Economic Development Authority
(New Jersey Transit Corp. State Lease)
Series 2020
5.00%, 11/01/2033

     3,770       4,167,053  

New Jersey Economic Development Authority
(NYNJ Link Borrower LLC)
Series 2013
5.125%, 01/01/2034

     6,045       6,088,872  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    67


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Economic Development Authority
(Port Newark Container Terminal LLC)
Series 2017
5.00%, 10/01/2037

   $ 3,450     $ 3,462,039  

5.00%, 10/01/2047

     7,210       6,982,495  

New Jersey Economic Development Authority
(State of New Jersey Department of the Treasury Lease)
Series 2019
5.00%, 06/15/2030

     2,990       3,336,293  

5.00%, 06/15/2035

     2,750       3,014,709  

5.00%, 06/15/2037

     2,000       2,157,373  

New Jersey Economic Development Authority
(State of New Jersey Division of Property Management & Construction Lease)
Series 2018-C
5.00%, 06/15/2042

     7,085       7,392,457  

New Jersey Economic Development Authority
(State of New Jersey Motor Vehicle Surcharge Revenue Lease)

    

Series 2017-A
5.00%, 07/01/2033

     1,640       1,743,977  

New Jersey Economic Development Authority
(State of New Jersey)
Series 2024-S
5.00%, 06/15/2024(g)

     1,250       1,251,350  

5.00%, 06/15/2026(g)

     6,500       6,661,515  

5.00%, 06/15/2035(g)

     1,500       1,625,889  

5.25%, 06/15/2036(g)

     3,000       3,275,310  

5.25%, 06/15/2037(g)

     3,065       3,312,445  

5.25%, 06/15/2039(g)

     3,000       3,206,507  

New Jersey Economic Development Authority
(UMM Energy Partners LLC)
Series 2012-A
5.125%, 06/15/2043

     735       735,138  

New Jersey Economic Development Authority
(United Airlines, Inc.)
Series 2012
5.25%, 09/15/2029

     8,270       8,321,964  

 

68    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2014-B
5.625%, 11/15/2030

   $ 1,475     $ 1,496,202  

New Jersey Educational Facilities Authority
(Stevens Institute of Technology International, Inc.)
Series 2020-A
4.00%, 07/01/2050

     1,805       1,605,970  

5.00%, 07/01/2045

     4,460       4,592,811  

New Jersey Health Care Facilities Financing Authority
(Hackensack Meridian Health Obligated Group)
Series 2017-A
5.00%, 07/01/2035

     1,300       1,396,193  

New Jersey Health Care Facilities Financing Authority
(Inspira Health Obligated Group)
Series 2017-A
5.00%, 07/01/2036

     1,000       1,050,187  

5.00%, 07/01/2042

     7,645       7,896,133  

New Jersey Health Care Facilities Financing Authority
(New Jersey Health Care Facilities Financing Authority State Lease)
Series 2017
5.00%, 10/01/2035

     1,070       1,141,902  

New Jersey Health Care Facilities Financing Authority
(RWJ Barnabas Health Obligated Group)
Series 2014
5.00%, 07/01/2044

     2,040       2,064,280  

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Fed Hwy Grant)
Series 2016
5.00%, 06/15/2024

     3,130       3,183,635  

5.00%, 06/15/2027

     1,000       1,056,178  

5.00%, 06/15/2028

     21,660       22,888,029  

5.00%, 06/15/2029

     13,435       14,193,838  

5.00%, 06/15/2030

     6,000       6,337,429  

Series 2018-A
5.00%, 06/15/2029

     1,910       2,017,881  

5.00%, 06/15/2030

     24,975       26,379,549  

5.00%, 06/15/2031

     12,000       12,666,326  

 

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AB MUNICIPAL INCOME SHARES    |    69


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Trust Fund Authority State Lease)
Series 2014-A
5.00%, 06/15/2038

   $ 1,000     $ 1,011,198  

Series 2015-A
5.00%, 06/15/2045

     8,450       8,587,389  

Series 2018-A
5.00%, 12/15/2030

     2,000       2,199,434  

5.00%, 12/15/2032

     1,000       1,094,631  

5.00%, 12/15/2033

     29,040       31,709,888  

5.00%, 12/15/2034

     7,135       7,755,301  

5.00%, 12/15/2035

     5,230       5,643,432  

5.00%, 12/15/2036

     10,000       10,714,190  

Series 2019
5.00%, 06/15/2034

     1,000       1,090,059  

5.00%, 06/15/2038

     2,670       2,841,295  

5.00%, 12/15/2039

     2,500       2,673,963  

5.00%, 06/15/2046

     2,325       2,432,897  

Series 2019-B
4.00%, 06/15/2037

     770       775,744  

5.00%, 06/15/2032

     3,480       3,811,006  

Series 2021-A
5.00%, 06/15/2032

     3,070       3,476,410  

5.00%, 06/15/2033

     2,565       2,898,141  

Series 2022-A
5.00%, 06/15/2030

     7,500       8,427,451  

5.00%, 06/15/2032

     7,500       8,598,697  

5.00%, 06/15/2033

     4,615       5,278,194  

New Jersey Turnpike Authority
Series 2015-E
5.00%, 01/01/2033

     8,400       8,692,586  

5.00%, 01/01/2045

     7,000       7,151,107  

Series 2017-B
5.00%, 01/01/2032

     8,540       9,381,875  

5.00%, 01/01/2033

     5,000       5,489,206  

Series 2019-A
5.00%, 01/01/2048

     11,320       12,061,011  

Passaic County Improvement Authority (The)
(Paterson Arts & Science Charter School)
Series 2023
4.25%, 07/01/2033

     630       642,557  

5.25%, 07/01/2043

     1,020       1,041,670  

 

70    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

South Jersey Transportation Authority
Series 2022
4.625%, 11/01/2047

   $ 5,000     $ 5,077,192  

Tobacco Settlement Financing Corp./NJ
Series 2018-A
5.00%, 06/01/2031

     1,425       1,547,841  

Series 2018-B
5.00%, 06/01/2046

     131,000       130,284,373  
    

 

 

 
       488,908,462  
    

 

 

 

New Mexico – 0.2%

 

City of Santa Fe NM
(El Castillo Retirement Residences Obligated Group)
Series 2019
5.00%, 05/15/2039

     480       426,454  

5.00%, 05/15/2044

     500       426,348  

5.00%, 05/15/2049

     1,200       983,161  

New Mexico Hospital Equipment Loan Council
(Haverland Carter Lifestyle Obligated Group)
Series 2019
5.00%, 07/01/2039

     1,875       1,589,343  

5.00%, 07/01/2049

     18,760       14,357,257  

Winrock Town Center Tax Increment Development District No. 1
Series 2022
4.25%, 05/01/2040(c)

     2,750       2,302,097  
    

 

 

 
       20,084,660  
    

 

 

 

New York – 7.5%

 

Build NYC Resource Corp.
(Albert Einstein College of Medicine, Inc.)
Series 2016
5.50%, 09/01/2045(c)

     33,290       33,219,172  

Build NYC Resource Corp.
(Integration Charter Schools)
Series 2021
4.00%, 06/01/2025(c)

     355       339,996  

Build NYC Resource Corp.
(KIPP NYC Public Charter Schools)
Series 2023
5.25%, 07/01/2052

     2,000       2,055,957  

5.25%, 07/01/2057

     2,000       2,042,093  

5.25%, 07/01/2062

     2,500       2,534,230  

 

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AB MUNICIPAL INCOME SHARES    |    71


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Build NYC Resource Corp.
(Metropolitan College of New York)
Series 2014
5.00%, 11/01/2039

   $ 1,560     $ 1,277,372  

5.25%, 11/01/2034

     2,240       2,024,111  

City of New York NY
Series 2018-E
5.00%, 03/01/2037(a)

     7,500       8,130,602  

5.00%, 03/01/2038(a)

     10,000       10,788,440  

Series 2020-A
5.00%, 08/01/2032

     2,875       3,348,210  

5.00%, 08/01/2033

     1,500       1,742,895  

Dutchess County Local Development Corp.
(Bard College)
Series 2020-A
5.00%, 07/01/2045(c)

     11,500       11,534,957  

5.00%, 07/01/2051(c)

     13,000       12,838,259  

Hempstead Town Local Development Corp.
(Evergreen Charter School, Inc.)
Series 2022-A
5.25%, 06/15/2052

     10,000       9,582,492  

5.50%, 06/15/2057

     7,350       7,194,392  

Metropolitan Transportation Authority
Series 2013-D
5.00%, 11/15/2043

     2,000       1,997,411  

Series 2013-E
5.00%, 11/15/2032

     4,425       4,442,103  

Series 2015-B
5.00%, 11/15/2032

     3,715       3,793,894  

Series 2015-C
5.00%, 11/15/2027

     1,110       1,148,773  

5.25%, 11/15/2030

     4,000       4,149,990  

Series 2015-D
5.00%, 11/15/2031

     1,350       1,390,872  

5.00%, 11/15/2032

     5,135       5,277,937  

5.00%, 11/15/2034

     5,430       5,561,657  

Series 2016-A
5.00%, 11/15/2026

     2,150       2,254,516  

5.00%, 11/15/2032

     3,440       3,554,591  

Series 2016-C
4.00%, 11/15/2026

     1,705       1,730,607  

Series 2016-D
5.00%, 11/15/2027

     5,695       5,964,228  

5.00%, 11/15/2029

     1,750       1,826,224  

Series 2017-A
5.00%, 11/15/2026

     1,525       1,599,133  

 

72    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2017-B
5.00%, 11/15/2027

   $ 1,185     $ 1,257,861  

Series 2017-C
5.00%, 11/15/2025

     1,450       1,500,176  

5.00%, 11/15/2026

     2,340       2,453,752  

5.00%, 11/15/2028

     12,930       13,869,026  

5.00%, 11/15/2029

     16,435       17,619,998  

5.00%, 11/15/2033

     2,020       2,154,828  

5.00%, 11/15/2034

     6,810       7,232,567  

Series 2017-D
4.00%, 11/15/2042

     1,000       951,490  

Series 2018-B
5.00%, 11/15/2028

     1,340       1,438,139  

Series 2019-A
5.00%, 11/15/2048

     3,075       3,110,398  

Series 2019-C
5.00%, 11/15/2038

     380       400,414  

Series 2020-A
4.00%, 11/15/2051

     1,625       1,489,486  

5.00%, 11/15/2045

     4,740       5,165,142  

5.00%, 11/15/2047

     2,630       2,725,501  

5.00%, 11/15/2049

     2,000       2,067,664  

Series 2020-C
4.75%, 11/15/2045

     37,975       38,702,092  

5.00%, 11/15/2050

     8,750       9,043,186  

5.25%, 11/15/2055

     2,000       2,100,591  

Series 2020-D
4.00%, 11/15/2047

     2,345       2,187,000  

4.00%, 11/15/2048

     7,150       6,633,986  

4.00%, 11/15/2049

     6,425       5,935,166  

5.00%, 11/15/2043

     5,000       5,236,392  

Series 2020-E
4.00%, 11/15/2045

     3,000       2,830,337  

5.00%, 11/15/2029

     1,800       1,941,971  

5.00%, 11/15/2030

     2,345       2,547,047  

5.00%, 11/15/2032

     1,250       1,378,503  

5.00%, 11/15/2033

     1,500       1,648,835  

Series 2021-A
4.00%, 11/15/2042

     2,000       1,902,980  

4.00%, 11/15/2043

     2,000       1,897,806  

4.00%, 11/15/2044

     2,500       2,365,385  

4.00%, 11/15/2046

     3,840       3,601,738  

4.00%, 11/15/2047

     10,000       9,326,226  

4.00%, 11/15/2048

     1,285       1,192,262  

4.00%, 11/15/2050

     8,000       7,366,692  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    73


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Monroe County Industrial Development Corp./NY
(Academy of Health Sciences Charter School)
Series 2022
5.875%, 07/01/2052(c)

   $ 2,000     $ 1,940,147  

6.00%, 07/01/2057(c)

     1,615       1,564,761  

Monroe County Industrial Development Corp./NY
(St Ann’s of Greater Rochester Obligated Group)
Series 2019
5.00%, 01/01/2050

     6,520       4,721,170  

Monroe County Industrial Development Corp./NY
(True North Rochester Prep Charter School)
Series 2020
5.00%, 06/01/2059(c)

     1,080       1,062,144  

Nassau County Industrial Development Agency
(Amsterdam House Continuing Care Retirement Community, Inc.)
Series 2021
5.00%, 01/01/2058(d)(e)(f)

     525       236,061  

9.00%, 01/01/2041(c)(d)(e)

     270       224,100  

New York City Housing Development Corp.
Series 2020
2.55%, 08/01/2040

     3,645       2,843,318  

New York City Transitional Finance Authority Future Tax Secured Revenue
Series 2022-F
3.75%, 02/01/2033

     13,000       12,163,947  

3.85%, 02/01/2034

     3,955       3,689,698  

New York Counties Tobacco Trust V
Series 2005
Zero Coupon, 06/01/2050

     30,000       4,194,810  

New York Liberty Development Corp.
(3 World Trade Center LLC)
Series 2014
5.00%, 11/15/2044(c)

     12,810       12,399,537  

5.375%, 11/15/2040(c)

     3,395       3,396,155  

7.25%, 11/15/2044(c)

     4,820       4,877,459  

New York Liberty Development Corp.
(Goldman Sachs Headquarters LLC)
Series 2005
5.25%, 10/01/2035

     5,765       6,617,453  

 

74    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New York Liberty Development Corp.
(One Bryant Park LLC)
Series 2019
2.80%, 09/15/2069

   $ 2,620     $ 2,367,432  

New York State Dormitory Authority
(Garnet Health Medical Center Obligated Group)
Series 2017
5.00%, 12/01/2030(c)

     1,200       1,221,889  

5.00%, 12/01/2031(c)

     1,000       1,014,227  

5.00%, 12/01/2034(c)

     2,000       1,989,963  

New York State Dormitory Authority
(Montefiore Obligated Group)
Series 2018
5.00%, 08/01/2035

     2,085       2,030,119  

AGM Series 2020
3.00%, 09/01/2050

     14,890       10,838,431  

New York State Dormitory Authority
(State of New York Pers Income Tax)
Series 2021
2.202%, 03/15/2034(a)

     13,000       10,448,114  

2.252%, 03/15/2032

     13,000       10,889,216  

New York State Dormitory Authority
(Wagner College)
Series 2022
5.00%, 07/01/2057

     14,965       14,650,909  

New York State Thruway Authority
(New York State Thruway Authority Gen Toll Road)
Series 2016-A
5.00%, 01/01/2041

     3,800       3,934,517  

New York Transportation Development Corp.
(Delta Air Lines, Inc.)
Series 2018
5.00%, 01/01/2027

     17,365       18,025,677  

5.00%, 01/01/2028

     15,300       16,019,684  

5.00%, 01/01/2029

     18,660       19,548,003  

Series 2020
4.00%, 10/01/2030

     19,325       19,019,924  

4.375%, 10/01/2045

     43,850       41,653,352  

New York Transportation Development Corp.
(Empire State Thruway Partners LLC)
Series 2021
4.00%, 04/30/2053

     2,670       2,257,239  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New York Transportation Development Corp.
(JFK International Air Terminal LLC)
Series 2022
5.00%, 12/01/2038

   $ 10,000     $ 10,566,041  

5.00%, 12/01/2039

     2,500       2,628,050  

5.00%, 12/01/2041

     1,500       1,560,416  

New York Transportation Development Corp.
(Laguardia Gateway Partners LLC)
Series 2016-A
5.00%, 07/01/2041

     15,840       15,871,235  

5.00%, 07/01/2046

     17,215       17,080,902  

5.25%, 01/01/2050

     13,885       13,900,328  

Niagara Area Development Corp.
(Covanta Holding Corp.)
Series 2018-A
4.75%, 11/01/2042(c)

     6,045       5,170,931  

Orange County Funding Corp.
(The Hamlet at Wallkill)
Series 2013
6.50%, 01/01/2046

     1,020       806,034  

Port Authority of New York & New Jersey
Series 2013-178
5.00%, 12/01/2033

     5,000       5,030,290  

Series 2021
3.175%, 07/15/2060

     10,000       7,273,877  

Triborough Bridge & Tunnel Authority
5.25%, 05/15/2057(a)

     10,000       11,091,650  

Series 2020-A
5.00%, 11/15/2054

     3,000       3,193,399  

Triborough Bridge & Tunnel Authority
(Metropolitan Transportation Authority Payroll Mobility Tax Revenue)
Series 2021-A
2.591%, 05/15/2036(a)

     4,000       3,170,078  

2.917%, 05/15/2040(a)

     10,000       7,630,524  

Series 2022-C
5.00%, 05/15/2047(a)

     10,000       10,955,142  

5.25%, 05/15/2052(a)

     10,000       11,142,992  

TSASC, Inc./NY
Series 2017-A
5.00%, 06/01/2041

     1,560       1,591,055  

Ulster County Capital Resource Corp.
(Woodland Pond at New Paltz)
Series 2017
5.00%, 09/15/2037

     860       685,674  

 

76    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.25%, 09/15/2042

   $ 365     $ 283,318  

5.25%, 09/15/2047

     625       463,618  

5.25%, 09/15/2053

     1,340       956,489  

Westchester County Local Development Corp.
(Purchase Senior Learning Community Obligated Group)
Series 2021
3.125%, 07/01/2025(c)

     6,790       6,648,881  

Western Regional Off-Track Betting Corp.
Series 2021
3.00%, 12/01/2026(c)

     950       873,149  
    

 

 

 
       699,033,280  
    

 

 

 

North Carolina – 0.3%

 

Fayetteville State University
Series 2023
5.00%, 04/01/2027(c)

     415       435,312  

5.00%, 04/01/2028(c)

     455       483,172  

5.00%, 04/01/2029(c)

     500       537,784  

5.00%, 04/01/2030(c)

     545       590,844  

5.00%, 04/01/2031(c)

     600       654,564  

5.00%, 04/01/2034(c)

     770       849,444  

5.00%, 04/01/2036(c)

     900       972,708  

5.00%, 04/01/2037(c)

     970       1,034,687  

5.00%, 04/01/2040(c)

     1,205       1,259,587  

5.00%, 04/01/2042(c)

     1,380       1,433,334  

Greater Asheville Regional Airport Authority
AGM Series 2022-A
5.50%, 07/01/2047

     2,880       3,145,201  

5.50%, 07/01/2052

     5,000       5,423,765  

North Carolina Medical Care Commission
(Aldersgate United Methodist Retirement Community, Inc.)
Series 2015
4.875%, 07/01/2040

     5,000       4,363,123  

5.00%, 07/01/2045

     1,000       853,170  

North Carolina Medical Care Commission
(Pennybyrn at Maryfield)
Series 2015
5.00%, 10/01/2030

     2,250       2,252,637  

North Carolina Medical Care Commission
(Sharon Towers)
Series 2019-A
5.00%, 07/01/2044

     1,000       873,366  

 

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AB MUNICIPAL INCOME SHARES    |    77


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

North Carolina Turnpike Authority
Series 2018
5.00%, 01/01/2040

   $ 5,000     $ 5,227,705  
    

 

 

 
       30,390,403  
    

 

 

 

North Dakota – 0.3%

 

City of Grand Forks ND
(Altru Health System Obligated Group)
Series 2021
4.00%, 12/01/2035

     4,000       3,789,404  

4.00%, 12/01/2036

     3,625       3,375,867  

4.00%, 12/01/2037

     1,190       1,092,863  

4.00%, 12/01/2040

     1,875       1,665,404  

4.00%, 12/01/2041

     1,865       1,639,318  

5.00%, 12/01/2034

     2,045       2,144,154  

AGM Series 2021
3.00%, 12/01/2051

     4,000       2,962,718  

County of Grand Forks ND
(Red River Biorefinery LLC)
Series 2021
6.625%, 12/15/2031(c)(d)(e)

     5,195       2,857,250  

7.00%, 12/15/2043(c)(d)(e)

     5,390       2,964,500  

County of Ward ND
(Trinity Health Obligated Group)
Series 2017-C
5.00%, 06/01/2048

     5,000       4,106,007  

5.00%, 06/01/2053

     5,230       4,152,764  
    

 

 

 
       30,750,249  
    

 

 

 

Ohio – 3.6%

 

Akron Bath Copley Joint Township Hospital District
(Summa Health System Obligated Group)
Series 2020
3.00%, 11/15/2040

     4,500       3,423,728  

4.00%, 11/15/2036

     1,000       943,446  

4.00%, 11/15/2037

     800       746,282  

4.00%, 11/15/2038

     750       690,865  

American Municipal Power, Inc.
(American Municipal Power Combined Hydroelectric Revenue)
Series 2016-A
5.00%, 02/15/2041

     6,000       6,149,386  

5.00%, 02/15/2046

     4,000       4,080,557  

 

78    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Buckeye Tobacco Settlement Financing Authority
Series 2020-A
4.00%, 06/01/2048

   $ 10,000     $ 8,840,226  

Series 2020-B
5.00%, 06/01/2055

     175,755       163,818,248  

City of Chillicothe OH
(Adena Health System Obligated Group)
Series 2017
5.00%, 12/01/2037

     3,765       3,902,898  

5.00%, 12/01/2047

     3,735       3,804,559  

County of Cuyahoga OH
(MetroHealth System (The))
Series 2017
5.00%, 02/15/2042

     6,490       6,544,777  

5.00%, 02/15/2052

     5,680       5,622,273  

5.25%, 02/15/2047

     12,860       13,019,864  

County of Franklin OH
(First Community Village Obligated Group)
Series 2019
5.00%, 07/01/2049

     3,855       3,136,044  

County of Hamilton OH
(UC Health Obligated Group)
Series 2020
5.00%, 09/15/2050

     18,425       18,697,222  

County of Hardin OH
(Ohio Northern University)
Series 2020
5.25%, 05/01/2040

     500       443,792  

5.50%, 05/01/2050

     1,000       867,830  

County of Marion OH
(United Church Homes, Inc. Obligated Group)
Series 2019
5.125%, 12/01/2049

     2,210       1,869,502  

County of Montgomery OH
(Trousdale Foundation Obligated Group)
Series 2018
6.00%, 04/01/2038(c)(d)(e)

     2,000       700,000  

Series 2018-A
6.25%, 04/01/2049(c)(d)(e)

     10,105       3,536,750  

County of Ross OH
(Adena Health System Obligated Group)
Series 2019
5.00%, 12/01/2049

     6,000       6,112,649  

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

County of Washington OH
(Marietta Area Health Care, Inc. Obligated Group)
Series 2022
6.625%, 12/01/2042

   $ 10,000     $ 10,157,385  

6.75%, 12/01/2052

     31,710       31,802,917  

Ohio Air Quality Development Authority
(American Electric Power Co., Inc.)
Series 2019
2.40%, 12/01/2038

     1,030       906,667  

Ohio Air Quality Development Authority
(Ohio Valley Electric Corp.)
Series 2019
3.25%, 09/01/2029

     1,780       1,660,853  

Ohio Higher Educational Facility Commission
(John Carroll University)
Series 2022
4.00%, 10/01/2052

     6,000       4,954,745  

Ohio Higher Educational Facility Commission
(Kenyon College)
Series 2020
5.00%, 07/01/2038

     2,520       2,740,364  

5.00%, 07/01/2039

     2,635       2,848,649  

5.00%, 07/01/2042

     4,535       4,840,527  

Port of Greater Cincinnati Development Authority
Series 2021
4.375%, 06/15/2056

     3,480       3,336,311  

Toledo-Lucas County Port Authority
(ParkUToledo, Inc.)
Series 2021
4.00%, 01/01/2041

     3,000       2,519,449  

4.00%, 01/01/2043

     2,000       1,646,295  

4.00%, 01/01/2046

     2,000       1,598,447  

4.00%, 01/01/2051

     8,500       6,481,324  

4.00%, 01/01/2057

     6,500       4,828,406  
    

 

 

 
       337,273,237  
    

 

 

 

Oklahoma – 0.9%

 

Oklahoma Development Finance Authority
(Oklahoma City University Obligated Group)
Series 2019
5.00%, 08/01/2044

     7,650       7,571,431  

5.00%, 08/01/2049

     12,780       12,389,074  

 

80    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Oklahoma Development Finance Authority
(OU Medicine Obligated Group)
Series 2018-B
5.25%, 08/15/2043

   $ 11,545     $ 10,977,624  

5.25%, 08/15/2048

     7,500       6,939,724  

5.50%, 08/15/2052

     5,615       5,275,669  

5.50%, 08/15/2057

     21,080       19,437,035  

Series 2022-A
5.50%, 08/15/2037

     10,000       9,623,557  

5.50%, 08/15/2041

     11,995       11,673,317  
    

 

 

 
       83,887,431  
    

 

 

 

Oregon – 0.2%

 

Clackamas County Hospital Facility Authority
(Rose Villa, Inc. Obligated Group)
Series 2020-A
5.125%, 11/15/2040

     750       689,305  

5.375%, 11/15/2055

     2,940       2,598,655  

Medford Hospital Facilities Authority
(Asante Health System Obligated Group)
Series 2020-A
5.00%, 08/15/2045(a)

     4,500       4,738,699  

5.00%, 08/15/2050(a)

     5,500       5,754,231  

Multnomah County School District No. 40
Series 2023-A
Zero Coupon, 06/15/2043

     6,430       2,469,540  

Oregon State Facilities Authority
(Samaritan Health Services, Inc. Obligated Group)
Series 2020
5.00%, 10/01/2040

     1,750       1,801,245  

Yamhill County Hospital Authority
(Friendsview Manor Obligated Group)
Series 2021-B
1.75%, 11/15/2026

     950       884,925  
    

 

 

 
       18,936,600  
    

 

 

 

Pennsylvania – 5.9%

 

Allegheny County Hospital Development Authority
(Allegheny Health Network Obligated Group)
Series 2018-A
5.00%, 04/01/2034

     10,135       10,823,013  

5.00%, 04/01/2035

     12,500       13,283,529  

5.00%, 04/01/2036

     10,900       11,508,817  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    81


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Allentown Neighborhood Improvement Zone Development Authority
Series 2017
5.00%, 05/01/2042(c)

   $ 2,270     $ 2,216,148  

Series 2018
5.00%, 05/01/2033(c)

     1,750       1,780,074  

5.375%, 05/01/2042(c)

     2,500       2,501,620  

Series 2022
5.25%, 05/01/2042(c)

     11,425       11,236,265  

Berks County Industrial Development Authority
(Highlands at Wyomissing (The))
Series 2018
5.00%, 05/15/2048

     1,000       897,433  

Berks County Industrial Development Authority
(Tower Health Obligated Group)
Series 2017
5.00%, 11/01/2047

     8,925       5,204,374  

5.00%, 11/01/2050

     9,270       5,255,711  

Berks County Municipal Authority (The)
(Tower Health Obligated Group)
Series 2012-A
4.50%, 11/01/2041

     4,050       2,417,839  

Series 2020-B
5.00%, 02/01/2040

     7,000       4,759,282  

Bucks County Industrial Development Authority
(Grand View Hospital/Sellersville PA Obligated Group)
Series 2021
4.00%, 07/01/2051

     7,550       5,588,342  

5.00%, 07/01/2031

     1,150       1,139,483  

5.00%, 07/01/2054

     6,500       5,579,332  

Chambersburg Area Municipal Authority
(Wilson College)
Series 2018
5.75%, 10/01/2043

     1,350       1,277,121  

6.00%, 10/01/2048

     9,000       8,626,487  

Chester County Industrial Development Authority
(Collegium Charter School)
Series 2022
6.00%, 10/15/2052(c)

     1,075       1,053,143  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Chester County Industrial Development Authority
(Woodlands at Greystone Neighborhood Improvement District)
Series 2018
5.125%, 03/01/2048(c)

   $ 888     $ 826,550  

City of Philadelphia PA
Series 2017
5.00%, 08/01/2029

     6,000       6,531,046  

5.00%, 08/01/2031

     6,110       6,649,985  

Series 2017-A
5.00%, 08/01/2033

     3,000       3,266,319  

5.00%, 08/01/2034

     10,000       10,837,909  

Series 2019-B
5.00%, 02/01/2036

     3,300       3,622,184  

5.00%, 02/01/2037

     2,900       3,164,065  

City of Philadelphia PA Water & Wastewater Revenue
2.189%, 07/01/2032(a)

     3,725       3,090,077  

2.289%, 07/01/2033(a)

     3,060       2,504,690  

Series 2017-A
5.00%, 10/01/2035

     3,805       4,110,948  

5.00%, 10/01/2036

     1,300       1,395,645  

Series 2021-B
2.926%, 07/01/2045

     5,000       3,763,440  

Commonwealth of Pennsylvania
(Commonwealth of Pennsylvania COP)
Series 2018-A
5.00%, 07/01/2038

     1,120       1,196,668  

County of Lehigh PA
(Lehigh Valley Health Network Obligated Group)
Series 2016-A
4.00%, 07/01/2035

     10,000       10,061,247  

Series 2019
5.00%, 07/01/2044

     6,885       7,064,755  

Crawford County Hospital Authority
(Meadville Medical Center Obligated Group)
Series 2016-A
6.00%, 06/01/2046

     1,175       1,200,477  

6.00%, 06/01/2051

     2,200       2,233,578  

Cumberland County Municipal Authority
(Asbury Pennsylvania Obligated Group)
Series 2019
5.00%, 01/01/2045

     1,815       1,551,369  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    83


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Geisinger Authority
(Geisinger Health System Obligated Group)
Series 2017
4.00%, 02/15/2047

   $ 20,385     $ 19,205,740  

Series 2020
4.00%, 04/01/2050

     9,060       8,417,763  

Geisinger Pennsylvania Authority Health System
5.00%, 04/01/2050(a)

     10,000       10,273,255  

Lancaster County Hospital Authority/PA
(St Anne’s Retirement Community Obligated Group)
Series 2020
5.00%, 03/01/2050

     500       395,775  

Series 2022
5.00%, 03/01/2029

     2,170       2,076,706  

Lancaster County Hospital Authority/PA
(St. Anne’s Retirement Community Obligated Group)
Series 2020
5.00%, 03/01/2040

     2,000       1,704,673  

Montgomery County Higher Education and Health Authority
(HumanGood Pennsylvania Obligated Group)
Series 2017
5.00%, 12/01/2047

     1,500       1,367,526  

Montgomery County Higher Education and Health Authority
(Thomas Jefferson University Obligated Group)
Series 2018
5.00%, 09/01/2035

     3,600       3,821,411  

Series 2019
5.00%, 09/01/2051

     2,300       2,357,110  

Series 2022
4.00%, 05/01/2052

     5,900       5,304,037  

5.00%, 05/01/2057(a)

     16,395       16,800,330  

Montgomery County Industrial Development Authority/PA
(ACTS Retirement-Life Communities, Inc. Obligated Group)
Series 2020
4.00%, 11/15/2043

     500       407,844  

5.00%, 11/15/2045

     1,560       1,465,649  

 

84    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Montgomery County Industrial Development Authority/PA
(Whitemarsh Continuing Care Retirement Community)
Series 2015
5.25%, 01/01/2040

   $ 4,740     $ 4,298,724  

Moon Industrial Development Authority
(Baptist Homes Society Obligated Group)
Series 2015
6.125%, 07/01/2050

     2,500       2,046,743  

Moon Industrial Development Authority
(Baptist Homes Society)
Series 2015
5.75%, 07/01/2035

     5,135       4,522,550  

6.00%, 07/01/2045

     2,600       2,161,916  

Northeastern Pennsylvania Hospital and Education Authority
(Wilkes University)
Series 2016-A
5.00%, 03/01/2037

     2,675       2,722,754  

Series 2016-B
5.25%, 03/01/2031

     1,140       1,189,558  

5.25%, 03/01/2037

     1,170       1,203,312  

Pennsylvania Economic Development Financing Authority
(Commonwealth of Pennsylvania Department of Transportation)
Series 2022
5.75%, 06/30/2048

     11,000       11,990,225  

6.00%, 06/30/2061

     16,100       17,974,607  

AGM Series 2022
5.00%, 12/31/2057(a)

     18,000       18,791,989  

5.75%, 12/31/2062(a)

     12,500       13,811,322  

Pennsylvania Economic Development Financing Authority
(Covanta Holding Corp.)
Series 2019
3.25%, 08/01/2039(c)

     2,330       1,666,757  

Pennsylvania Economic Development Financing Authority
(Iron Cumberland LLC)
Series 2022
7.00%, 12/01/2029

     31,570       30,695,473  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    85


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Pennsylvania Economic Development Financing Authority
(PA Bridges Finco LP)
Series 2015
5.00%, 12/31/2034

   $ 2,830     $ 2,897,301  

Pennsylvania Economic Development Financing Authority
(Pennsylvania Economic Development Finance Authority Sewage)
Series 2020
4.00%, 01/01/2027

     1,530       1,535,217  

4.00%, 01/01/2029

     450       452,343  

4.00%, 01/01/2030

     400       402,210  

4.00%, 01/01/2032

     800       801,509  

Pennsylvania Economic Development Financing Authority
(UPMC Obligated Group)
Series 2020-A
4.00%, 04/15/2036(a)

     2,755       2,774,865  

4.00%, 04/15/2037(a)

     3,400       3,408,890  

4.00%, 04/15/2038(a)

     5,000       4,986,898  

4.00%, 04/15/2039(a)

     5,000       4,964,725  

Series 2020-A1
4.00%, 04/15/2040(a)

     8,375       8,213,069  

Pennsylvania Higher Educational Facilities Authority
(Drexel University)
Series 2016
5.00%, 05/01/2032

     1,000       1,050,836  

Pennsylvania Turnpike Commission
5.00%, 12/01/2046(a)

     26,610       28,873,965  

Series 2016
5.00%, 06/01/2037

     4,000       4,175,118  

Series 2017-B
5.00%, 06/01/2035

     7,850       8,408,411  

5.00%, 06/01/2036

     5,000       5,275,543  

Series 2018-A
5.00%, 12/01/2043

     10,000       10,598,179  

Series 2019-A
5.00%, 12/01/2038

     5,435       5,836,507  

5.00%, 12/01/2044

     3,745       3,924,573  

Philadelphia Authority for Industrial Development
(City of Philadelphia PA)
Series 2018
5.00%, 05/01/2035

     1,000       1,082,698  

 

86    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Philadelphia Authority for Industrial Development
(MaST Community Charter School II)
Series 2020
5.00%, 08/01/2040

   $ 600     $ 605,402  

5.00%, 08/01/2050

     1,425       1,394,894  

Philadelphia Authority for Industrial Development
(MaST Community Charter School III)
Series 2021
5.00%, 08/01/2050

     5,000       5,010,316  

5.00%, 08/01/2054

     3,560       3,526,129  

Philadelphia Authority for Industrial Development
(Philadelphia Electrical & Technology Charter High School)
Series 2021
4.00%, 06/01/2056

     2,550       1,860,289  

Philadelphia Authority for Industrial Development
(Philadelphia Performing Arts Charter School)
Series 2020
5.00%, 06/15/2040(c)

     3,285       3,295,111  

5.00%, 06/15/2050(c)

     6,285       6,014,981  

Philadelphia Gas Works Co.
Series 2017
5.00%, 08/01/2042

     5,000       5,184,975  

School District of Philadelphia (The)
Series 2015-A
5.00%, 09/01/2034

     1,615       1,668,978  

5.00%, 09/01/2035

     1,000       1,032,064  

Series 2016-F
5.00%, 09/01/2033

     3,000       3,140,100  

5.00%, 09/01/2036

     1,000       1,034,918  

Series 2018-A
5.00%, 09/01/2034

     1,000       1,086,093  

5.00%, 09/01/2036

     1,000       1,080,993  

5.00%, 09/01/2037

     1,000       1,075,566  

5.00%, 09/01/2038

     1,000       1,069,141  

Series 2018-B
5.00%, 09/01/2043

     3,000       3,175,098  

Series 2019-A
4.00%, 09/01/2037

     2,230       2,224,337  

4.00%, 09/01/2038

     1,700       1,683,232  

5.00%, 09/01/2044(a)

     17,900       19,046,885  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    87


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Scranton-Lackawanna Health and Welfare Authority
(Scranton Parking System Concession Project)
Series 2016-A
5.00%, 01/01/2051(c)

   $ 6,765     $ 4,174,004  

5.00%, 01/01/2057(c)

     5,345       3,180,648  

Series 2016-B
6.08%, 01/01/2026(c)

     480       456,580  

Series 2016-C
Zero Coupon, 01/01/2036(c)

     2,945       955,496  

Series 2016-D
Zero Coupon, 01/01/2057(i)

     58,055       3,483,300  

State Public School Building Authority
AGM Series 2016
5.00%, 12/01/2029

     1,365       1,458,496  

5.00%, 12/01/2029 (Pre-refunded/ETM)

     220       237,634  

5.00%, 12/01/2030

     7,160       7,620,344  

Union County Hospital Authority
(Evangelical Community Hospital Obligated Group)
Series 2018
5.00%, 08/01/2038

     2,685       2,787,462  

5.00%, 08/01/2043

     5,750       5,876,953  
    

 

 

 
       548,995,990  
    

 

 

 

Puerto Rico – 4.5%

 

Children’s Trust Fund
Series 2005-A
Zero Coupon, 05/15/2050

     8,370       1,484,916  

Series 2008-A
Zero Coupon, 05/15/2057

     261,400       17,869,957  

Commonwealth of Puerto Rico
Series 2021-A
Zero Coupon, 07/01/2024

     707       669,485  

Zero Coupon, 07/01/2033

     6,410       3,740,223  

4.00%, 07/01/2033

     16,540       15,134,904  

4.00%, 07/01/2035

     4,200       3,756,428  

4.00%, 07/01/2037

     1,631       1,424,084  

4.00%, 07/01/2041

     2,217       1,860,344  

4.00%, 07/01/2046

     2,306       1,868,513  

5.25%, 07/01/2023

     1,180       1,181,795  

5.375%, 07/01/2025

     7,870       8,017,974  

5.625%, 07/01/2027

     8,953       9,330,508  

5.625%, 07/01/2029

     2,542       2,687,274  

5.75%, 07/01/2031

     3,784       4,050,377  

 

88    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2022-A
0.00%, 11/01/2051

   $ 60,101     $ 23,331,282  

Series 2022-C
0.00%, 11/01/2043

     86,778       40,785,498  

GDB Debt Recovery Authority of Puerto Rico
Series 2018
7.50%, 08/20/2040

     6,744       5,597,244  

HTA HRRB Custodial Trust
Series 2022
5.25%, 07/01/2036

     1,800       1,809,049  

5.50%, 07/01/2031

     1,235       1,269,209  

HTA TRRB Custodial Trust
Series 2022
5.25%, 07/01/2036

     825       829,148  

5.25%, 07/01/2041

     8,600       8,653,565  

PR Custodial Trust
Series 2022
5.50%, 07/01/2029

     409       404,660  

Puerto Rico Commonwealth Aqueduct & Sewer Authority
Series 2008-A
6.125%, 07/01/2024

     3,590       3,631,283  

Series 2020-A
5.00%, 07/01/2030(c)

     5,500       5,565,661  

5.00%, 07/01/2035(c)

     9,455       9,428,777  

Puerto Rico Electric Power Authority
Series 2007-T
5.00%, 07/01/2032(d)(e)

     7,315       5,138,788  

5.00%, 07/01/2037(d)(e)

     14,970       10,516,425  

Series 2008-W
5.25%, 07/01/2033(d)(e)

     1,000       702,500  

5.50%, 07/01/2038(d)(e)

     10,490       7,369,225  

Series 2010-A
5.25%, 07/01/2029(d)(e)

     2,950       2,072,375  

5.25%, 07/01/2030(d)(e)

     1,040       730,600  

Series 2010-C
5.00%, 07/01/2024(d)(e)

     1,735       1,216,669  

Series 2010-DDD
5.00%, 07/01/2021(d)(j)

     1,050       729,750  

5.00%, 07/01/2022(d)(j)

     950       660,250  

Series 2010-X
5.25%, 07/01/2040(d)(e)

     12,605       8,855,012  

5.75%, 07/01/2036(d)(e)

     7,375       5,254,688  

 

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AB MUNICIPAL INCOME SHARES    |    89


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2010-ZZ
5.25%, 07/01/2024(d)(e)

   $ 2,565     $ 1,801,913  

5.25%, 07/01/2025(d)(e)

     620       435,550  

Series 2012-A
5.00%, 07/01/2029(d)(e)

     2,510       1,763,275  

5.00%, 07/01/2042(d)(e)

     1,740       1,222,350  

AGM Series 2007-U
5.00%, 07/01/2023

     1,050       1,056,582  

AGM Series 2007-V
5.25%, 07/01/2031

     25,380       25,680,382  

NATL Series 2007-V
5.25%, 07/01/2029

     5,965       5,999,165  

5.25%, 07/01/2033

     9,250       9,274,603  

Puerto Rico Highway & Transportation Authority
Series 2022-A
5.00%, 07/01/2062

     17,623       16,976,038  

Series 2022-B
Zero Coupon, 07/01/2032

     5,129       3,218,277  

Series 2022-C
0.00%, 07/01/2053(f)

     425       253,171  

Puerto Rico Industrial Tourist Educational Medical & Environmental Control Facilities Financing Auth
(AES Puerto Rico LP)
Series 2000
6.625%, 06/01/2026

     21,370       21,680,380  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue
Series 2018-A
Zero Coupon, 07/01/2024

     195       185,230  

Zero Coupon, 07/01/2027

     537       444,591  

Zero Coupon, 07/01/2029

     523       393,955  

Zero Coupon, 07/01/2046

     123,224       33,516,792  

Zero Coupon, 07/01/2051

     58,864       11,957,680  

Series 2019-A
4.329%, 07/01/2040

     15,975       14,853,670  

4.55%, 07/01/2040

     1,198       1,144,359  

5.00%, 07/01/2058

     54,251       52,249,295  
    

 

 

 
       421,735,698  
    

 

 

 

Rhode Island – 0.0%

 

Rhode Island Health and Educational Building Corp.
(City of Woonsocket RI Lease)
AGM Series 2017-A
5.00%, 05/15/2028

     1,000       1,082,451  

 

90    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 05/15/2029

   $ 1,000     $ 1,080,782  
    

 

 

 
       2,163,233  
    

 

 

 

South Carolina – 2.1%

 

Columbia Housing Authority/SC
Series 2022
4.80%, 11/01/2024

     5,010       4,884,652  

5.26%, 11/01/2032

     800       774,456  

5.41%, 11/01/2039

     12,570       12,002,512  

6.28%, 11/01/2039

     545       521,830  

South Carolina Jobs-Economic Development Authority
(Bon Secours Mercy Health, Inc.)
Series 2020
5.00%, 12/01/2046

     9,595       10,122,565  

South Carolina Jobs-Economic Development Authority
(FAH Pelham LLC)
Series 2023
10.00%, 08/01/2039(c)

     580       574,847  

Series 2023-A
6.50%, 02/01/2056(c)

     18,185       17,832,427  

Series 2023-B
7.50%, 08/01/2047(c)

     7,000       6,793,817  

South Carolina Jobs-Economic Development Authority
(International Paper Co.)
Series 2023
4.00%, 04/01/2033

     6,000       6,008,014  

South Carolina Jobs-Economic Development Authority
(Last Step Recycling LLC)
Series 2021
6.00%, 06/01/2031(c)

     2,470       2,149,319  

6.25%, 06/01/2040(c)

     6,100       4,791,783  

6.50%, 06/01/2051(c)

     9,070       6,791,398  

South Carolina Jobs-Economic Development Authority
(Lutheran Homes of South Carolina Obligated Group)
Series 2013
5.00%, 05/01/2043

     1,000       810,416  

5.125%, 05/01/2048

     1,000       795,939  

South Carolina Jobs-Economic Development Authority
(PSG Patriot’s Place Apartments LLC)
Series 2022
0.00%, 06/01/2052(f)

     15,630       10,829,210  

 

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AB MUNICIPAL INCOME SHARES    |    91


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

South Carolina Public Service Authority
Series 2016-A
5.00%, 12/01/2034

   $ 3,815     $ 3,956,082  

5.00%, 12/01/2036

     1,000       1,027,524  

Series 2016-B
5.00%, 12/01/2037

     3,430       3,527,840  

5.00%, 12/01/2041

     10,500       10,689,557  

5.00%, 12/01/2046

     17,500       17,683,720  

5.00%, 12/01/2056

     7,350       7,385,440  

Series 2022
4.00%, 12/01/2038

     550       541,622  

4.00%, 12/01/2046

     3,031       2,788,138  

4.00%, 12/01/2049

     11,781       10,662,811  

4.00%, 12/01/2050

     5,155       4,642,618  

5.00%, 12/01/2036

     447       484,652  

5.00%, 12/01/2038

     1,742       1,871,662  

Series 2022-A
4.00%, 12/01/2047

     25,000       22,855,768  

4.00%, 12/01/2052

     20,000       17,856,910  
    

 

 

 
       191,657,529  
    

 

 

 

South Dakota – 0.3%

 

County of Lincoln SD
(Augustana College Association (The))
Series 2021
4.00%, 08/01/2051

     1,410       1,142,427  

4.00%, 08/01/2056

     2,415       1,891,988  

4.00%, 08/01/2061

     2,960       2,253,702  

South Dakota Health & Educational Facilities Authority
(Regional Health System Obligated Group/SD)
Series 2017
5.00%, 09/01/2033

     3,260       3,477,255  

South Dakota Health & Educational Facilities Authority
(South Dakota Health & Educational Facilities Authority)
Series 2017
5.00%, 09/01/2040

     15,035       15,560,093  
    

 

 

 
       24,325,465  
    

 

 

 

Tennessee – 1.8%

 

Bristol Industrial Development Board
(Bristol Industrial Development Board Sales Tax)
Series 2016-A
5.00%, 12/01/2035(c)

     9,080       8,533,567  

 

92    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.125%, 12/01/2042(c)

   $ 29,990     $ 27,246,446  

Series 2016-B
Zero Coupon, 12/01/2031(c)

     2,000       1,235,803  

Chattanooga Health Educational & Housing Facility Board
(CommonSpirit Health)
Series 2019-A
4.00%, 08/01/2038

     1,000       978,330  

5.00%, 08/01/2044

     6,140       6,339,259  

Knox County Industrial Development Board
(Tompaul Knoxville LLC)
Series 2022
8.75%, 11/01/2032(c)

     2,000       2,004,287  

9.25%, 11/01/2042(c)

     5,250       5,260,827  

9.50%, 11/01/2052(c)

     14,835       14,864,649  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board
(Trousdale Foundation Obligated Group)
Series 2018-A
6.25%, 04/01/2049(c)(d)(e)

     5,040       1,764,000  

Metropolitan Government Nashville & Davidson County Health & Educational Facilities Board
(Vanderbilt University Medical Center Obligated Group)
Series 2016
5.00%, 07/01/2040

     2,435       2,495,645  

Series 2017-A
5.00%, 07/01/2048

     2,335       2,363,966  

Metropolitan Government Nashville & Davidson County Industrial Development Board
(South Nashville Central Business Improvement District)
Series 2021
Zero Coupon, 06/01/2043(c)

     7,250       2,410,321  

Metropolitan Nashville Airport Authority (The)
Series 2022-B
5.25%, 07/01/2047

     12,500       13,347,754  

5.50%, 07/01/2052

     9,000       9,748,636  

Tennergy Corp/TN
(Goldman Sachs Group, Inc. (The))
Series 2022-A
5.50%, 10/01/2053

     23,000       24,362,479  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    93


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Tennessee Energy Acquisition Corp.
(Goldman Sachs Group, Inc. (The))
Series 2021
5.00%, 05/01/2052

   $ 7,925     $ 8,387,529  

Series 2023-A
5.00%, 05/01/2053

     20,000       20,804,340  

Wilson County Health & Educational Facilities Board
Series 2021
4.00%, 12/01/2039

     10,000       7,611,440  

4.25%, 12/01/2024

     6,000       5,686,071  
    

 

 

 
       165,445,349  
    

 

 

 

Texas – 5.9%

 

Abilene Convention Center Hotel Development Corp.
(City of Abilene TX Abilene Convention Center Revenue)
Series 2021-B
5.00%, 10/01/2050(c)

     11,140       9,254,776  

Arlington Higher Education Finance Corp.
(BASIS Texas Charter Schools, Inc.)
Series 2021
4.50%, 06/15/2056(c)

     1,000       992,211  

Series 2023
4.875%, 06/15/2056(c)

     1,500       1,504,437  

Arlington Higher Education Finance Corp.
(Magellan School (The))
Series 2022
6.25%, 06/01/2052(c)

     5,015       5,075,597  

6.375%, 06/01/2062(c)

     9,785       9,922,233  

Arlington Higher Education Finance Corp.
(Wayside Schools)
Series 2021-A
4.00%, 08/15/2036

     500       431,627  

4.00%, 08/15/2046

     695       527,483  

Baytown Municipal Development District (Baytown Municipal Development District Baytown Convention Center Hotel Revenue)
Series 2021
4.00%, 10/01/2045

     8,545       7,129,582  

4.00%, 10/01/2050

     3,815       3,099,514  

Board of Regents of the University of Texas System
Series 2019-B
5.00%, 08/15/2049

     11,000       12,868,252  

 

94    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Brazoria County Industrial Development Corp. (Aleon Renewable Metals LLC)
Series 2022
10.00%, 06/01/2042(c)

   $ 10,000     $ 9,954,865  

Central Texas Regional Mobility Authority
Series 2020-A
5.00%, 01/01/2044

     2,230       2,352,664  

5.00%, 01/01/2049

     3,940       4,129,583  

Series 2021-B
5.00%, 01/01/2046

     4,600       4,870,612  

Central Texas Turnpike System
Series 2015-C
5.00%, 08/15/2037

     6,800       6,898,322  

City of Austin TX Airport System Revenue
Series 2019-B
5.00%, 11/15/2039

     1,000       1,058,159  

City of Dallas Housing Finance Corp. (DHFC The Briscoe Apartments LLC)
Series 2022
Zero Coupon, 12/01/2062(c)

     179,645       12,621,804  

6.00%, 12/01/2062

     20,940       21,521,774  

City of Dallas Housing Finance Corp. (DHFC The Dylan Apartments LLC)
Series 2022
6.00%, 12/01/2062(c)

     10,025       9,787,582  

6.25%, 12/01/2054(c)

     4,070       3,736,166  

City of Houston TX
Series 2021-B
2.047%, 03/01/2033

     2,495       2,000,911  

2.147%, 03/01/2034

     7,405       5,868,086  

City of Houston TX (City of Houston TX Hotel Occupancy Tax)
Series 2015
5.00%, 09/01/2030

     1,965       1,995,964  

City of Houston TX Airport System Revenue
(United Airlines, Inc.)
Series 2014
5.00%, 07/01/2029

     16,960       17,007,434  

Series 2015-B
5.00%, 07/15/2030

     1,960       1,968,086  

5.00%, 07/15/2035

     1,000       996,670  

Series 2018
5.00%, 07/15/2028

     22,875       23,190,638  

Series 2020
5.00%, 07/01/2027

     1,750       1,765,886  

5.00%, 07/15/2027

     2,500       2,523,110  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    95


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

City of San Antonio TX Electric & Gas Systems Revenue
Series 2021-A
5.00%, 02/01/2046

   $ 5,000     $ 5,355,101  

Clifton Higher Education Finance Corp. (IDEA Public Schools)
Series 2012
5.00%, 08/15/2042

     530       530,374  

Series 2013
6.00%, 08/15/2043

     1,000       1,006,147  

Conroe Local Government Corp. (Conroe Local Government Corp. Conroe Convention Center Hotel)
Series 2021
4.00%, 10/01/2050

     2,525       2,205,370  

Dallas County Flood Control District No. 1
Series 2015
5.00%, 04/01/2028(c)

     1,650       1,650,420  

Dallas Fort Worth International Airport
Series 2022-A
4.507%, 11/01/2051

     2,000       1,924,504  

Decatur Hospital Authority
Series 2014-A
5.25%, 09/01/2044

     3,150       3,055,815  

Series 2021
4.00%, 09/01/2034

     1,679       1,493,055  

4.00%, 09/01/2044

     3,876       3,089,552  

Harris County Cultural Education Facilities Finance Corp.
(Memorial Hermann Health System Obligated Group)
Series 2022
5.00%, 07/01/2052(a)

     10,000       10,419,574  

Hidalgo County Regional Mobility Authority
Series 2022-A
Zero Coupon, 12/01/2042

     2,000       697,438  

Zero Coupon, 12/01/2051

     11,540       2,394,428  

Zero Coupon, 12/01/2056

     17,105       2,656,571  

Series 2022-B
Zero Coupon, 12/01/2042

     1,395       450,468  

Zero Coupon, 12/01/2043

     2,000       593,831  

Zero Coupon, 12/01/2044

     5,640       1,537,217  

Zero Coupon, 12/01/2055

     2,895       370,590  

Zero Coupon, 12/01/2056

     5,000       598,963  

Irving Hospital Authority
(Baylor Medical Center at Irving)
Series 2017-A
5.00%, 10/15/2044

     8,505       8,541,673  

 

96    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Mission Economic Development Corp. (Natgasoline LLC)
Series 2018
4.625%, 10/01/2031(c)

   $ 25,410     $ 24,778,030  

New Hope Cultural Education Facilities Finance Corp.
Series 2023
8.50%, 09/01/2027(i)

     25,000       24,923,922  

New Hope Cultural Education Facilities Finance Corp.
(Army Retirement Residence Obligated Group)
Series 2022
5.75%, 07/15/2052

     4,490       4,116,977  

6.00%, 07/15/2057

     10,300       9,689,087  

New Hope Cultural Education Facilities Finance Corp.
(BSPV - Plano LLC)
Series 2019
7.25%, 12/01/2053(d)(e)

     7,820       7,038,000  

New Hope Cultural Education Facilities Finance Corp.
(Buckingham Senior Living Community, Inc. Obligated Group)
Series 2021
2.00%, 11/15/2061(f)

     204       87,724  

7.50%, 11/15/2036

     50       41,603  

7.50%, 11/15/2037

     10       7,862  

New Hope Cultural Education Facilities Finance Corp.
(Legacy at Midtown Park, Inc. Obligated Group)
Series 2018-A
5.50%, 07/01/2054

     4,500       3,490,762  

New Hope Cultural Education Facilities Finance Corp.
(Morningside Ministries Obligated Group)
Series 2020
5.00%, 01/01/2040

     790       688,592  

5.00%, 01/01/2055

     3,010       2,396,679  

Series 2022
4.00%, 01/01/2047

     4,575       3,168,476  

4.25%, 01/01/2057

     1,380       909,057  

5.00%, 01/01/2057

     2,950       2,279,449  

 

abfunds.com  

AB MUNICIPAL INCOME SHARES    |    97


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Hope Cultural Education Facilities Finance Corp.
(Outlook at Windhaven Forefront Living Obligated Group)
Series 2022
6.875%, 10/01/2057

   $ 500     $ 450,911  

Newark Higher Education Finance Corp. (Abilene Christian University)
Series 2022
4.00%, 04/01/2057

     10,000       8,808,550  

North East Texas Regional Mobility Authority
Series 2016
5.00%, 01/01/2046

     4,940       4,965,709  

North Texas Tollway Authority
(North Texas Tollway System)
Series 2014-B
5.00%, 01/01/2031

     8,975       9,071,921  

Series 2017-B
5.00%, 01/01/2033

     1,400       1,506,010  

5.00%, 01/01/2043

     6,000       6,250,113  

Series 2020
3.079%, 01/01/2042

     4,990       3,877,453  

Series 2021
3.011%, 01/01/2043

     7,500       5,853,976  

Port Beaumont Navigation District (Jefferson Railport Terminal II LLC)
Series 2020
4.00%, 01/01/2050(c)

     3,315       2,359,327  

Series 2021
2.125%, 01/01/2028(c)

     540       460,890  

2.25%, 01/01/2029(c)

     800       661,781  

2.50%, 01/01/2030(c)

     905       733,937  

2.625%, 01/01/2031(c)

     500       396,715  

Red River Health Facilities Development Corp.
Series 2014-A
7.75%, 11/15/2044 (Pre-refunded/ETM)

     1,315       1,403,753  

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012-B
8.00%, 07/01/2038(d)(e)(h)

     2,180       545,000  

Tarrant County Cultural Education Facilities Finance Corp.
(Edgemere Retirement Senior Quality Lifestyles Corp.)
Series 2015-A
5.00%, 11/15/2045(d)(e)

     3,540       1,416,000  

 

98    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2015-B
5.00%, 11/15/2030(d)(e)

   $ 4,000     $ 1,600,000  

Series 2017
5.25%, 11/15/2047(d)(e)

     1,115       446,000  

Tarrant County Cultural Education Facilities Finance Corp.
(Stayton at Museum Way)
Series 2020-A
5.75%, 12/01/2054(d)(e)

     6,485       4,215,286  

Tarrant County Cultural Education Facilities Finance Corp.
(Trinity Terrace Project)
Series 2014-A1
5.00%, 10/01/2049

     4,285       4,165,656  

Texas Municipal Gas Acquisition & Supply Corp. I
(Bank of America Corp.)
Series 2008-D
6.25%, 12/15/2026

     6,335       6,618,119  

Texas Municipal Gas Acquisition & Supply Corp. III
(Macquarie Group Ltd.)
Series 2021
5.00%, 12/15/2029

     4,710       4,932,666  

Texas Private Activity Bond Surface Transportation Corp.
(Blueridge Transportation Group LLC)
Series 2016
5.00%, 12/31/2040

     1,255       1,265,809  

5.00%, 12/31/2045

     4,250       4,262,529  

5.00%, 12/31/2050

     16,075       16,076,093  

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners LLC)
Series 2019
4.00%, 12/31/2037

     4,000       3,824,192  

4.00%, 12/31/2038

     2,600       2,473,608  

4.00%, 12/31/2039

     2,500       2,351,521  

5.00%, 12/31/2031

     5,000       5,385,596  

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners Segments 3 LLC)
Series 2013
6.75%, 06/30/2043

     3,600       3,629,246  

Series 2019
5.00%, 06/30/2058

     78,775       78,931,108  

 

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AB MUNICIPAL INCOME SHARES    |    99


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Texas Transportation Commission State Highway 249 System
Series 2019
5.00%, 08/01/2057

   $ 44,590     $ 44,510,786  

Uptown Development Authority
Series 2017-A
5.00%, 09/01/2035

     1,015       1,042,272  
    

 

 

 
       551,733,872  
    

 

 

 

Utah – 0.2%

 

City of Salt Lake City UT Airport Revenue
Series 2018-A
5.00%, 07/01/2048(a)

     7,245       7,434,321  

Military Installation Development Authority
Series 2021-A
4.00%, 06/01/2052

     5,000       3,585,807  

Utah Infrastructure Agy Teleco
Series 2022
5.00%, 10/15/2032

     1,000       1,047,290  

5.00%, 10/15/2037

     1,410       1,419,189  
    

 

 

 
       13,486,607  
    

 

 

 

Vermont – 0.1%

 

Vermont Economic Development Authority (Casella Waste Systems, Inc.)
Series 2018
4.625%, 04/01/2036(c)

     1,100       1,083,104  

Series 2022
5.00%, 06/01/2052(c)

     3,750       3,758,823  
    

 

 

 
       4,841,927  
    

 

 

 

Virginia – 2.0%

 

Align Affordable Housing Bond Fund LP (Park Landing LP)
Series 2022-2
5.66%, 08/01/2052

     13,420       12,844,949  

Arlington County Industrial Development Authority
(Virginia Hospital Center Arlington Health System/VA)
Series 2020
4.00%, 07/01/2038

     1,435       1,454,292  

4.00%, 07/01/2040

     2,125       2,134,125  

5.00%, 07/01/2036

     850       934,800  

 

100    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Atlantic Park Community Development Authority
(Atlantic Park Community Development Authority District )
Series 2023
6.25%, 08/01/2045(c)

   $ 19,060     $ 18,115,049  

Cherry Hill Community Development Authority
(Potomac Shores Project)
Series 2015
5.15%, 03/01/2035(c)

     1,000       1,000,272  

Henrico County Economic Development Authority
(Westminster-Canterbury Corp. Obligated Group)
Series 2022
5.00%, 10/01/2047

     2,000       2,055,236  

5.00%, 10/01/2052

     4,500       4,592,305  

Tobacco Settlement Financing Corp./VA
Series 2007-B1
5.00%, 06/01/2047

     7,490       7,021,569  

Virginia College Building Authority
(Marymount University)
Series 2015
5.00%, 07/01/2045(c)

     1,500       1,421,033  

5.25%, 07/01/2035(c)

     1,000       1,005,607  

Series 2015-A
5.00%, 07/01/2035(c)

     1,500       1,497,191  

5.00%, 07/01/2045(c)

     1,610       1,525,242  

Virginia Small Business Financing Authority
(95 Express Lanes LLC)
Series 2022
4.00%, 01/01/2040

     3,000       2,752,561  

4.00%, 07/01/2040

     500       457,952  

4.00%, 01/01/2048

     20,770       17,930,849  

Virginia Small Business Financing Authority
(Capital Beltway Express LLC)
Series 2022
5.00%, 12/31/2047

     7,975       8,032,759  

Virginia Small Business Financing Authority
(Elizabeth River Crossings OpCo LLC)
Series 2022
4.00%, 01/01/2030

     3,070       3,092,346  

4.00%, 01/01/2031

     2,650       2,669,960  

4.00%, 01/01/2033

     7,500       7,543,651  

4.00%, 01/01/2034

     3,500       3,509,770  

4.00%, 01/01/2037

     10,000       9,661,807  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Virginia Small Business Financing Authority
(I-66 Express Mobility Partners LLC)
Series 2017
5.00%, 12/31/2056

   $ 10,500     $ 10,314,591  

Virginia Small Business Financing Authority
(National Senior Campuses, Inc. Obligated Group)
Series 2020
4.00%, 01/01/2051

     18,500       15,784,420  

Virginia Small Business Financing Authority
(P3 VB Holdings LLC)
Series 2023
8.50%, 12/01/2052(c)

     13,290       12,643,912  

Virginia Small Business Financing Authority
(Total Fiber Recovery @ Chesapeake LLC)
Series 2022
7.677% (SOFR + 5.50%), 06/01/2029(b)(c)

     20,215       19,478,428  

8.50%, 06/01/2042(c)

     23,525       21,954,231  
    

 

 

 
       191,428,907  
    

 

 

 

Washington – 1.4%

 

Central Puget Sound Regional Transit Authority
(Central Puget Sound Regional Transit Auth Sales Motor Vehicle & Rental Car Taxes)
Series 2016-S
5.00%, 11/01/2046

     11,000       12,819,029  

Kalispel Tribe of Indians
Series 2018-A
5.25%, 01/01/2038(c)

     750       773,304  

King County Public Hospital District No. 4
Series 2015-A
5.00%, 12/01/2030

     2,235       2,273,591  

Pend Oreille County Public Utility District No. 1 Box Canyon
Series 2018
5.00%, 01/01/2048

     9,000       9,165,254  

Port of Seattle WA
Series 2015-C
5.00%, 04/01/2033

     5,035       5,106,455  

Series 2019
5.00%, 04/01/2044

     3,380       3,529,363  

 

102    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Washington Health Care Facilities Authority
(CommonSpirit Health)
Series 2019-A
5.00%, 08/01/2037

   $ 2,000     $ 2,102,755  

5.00%, 08/01/2039

     4,970       5,191,623  

5.00%, 08/01/2044

     9,185       9,483,077  

Washington Health Care Facilities Authority
(Overlake Hospital Medical Center Obligated Group)
Series 2017-A
5.00%, 07/01/2035

     2,350       2,400,644  

Series 2017-B
5.00%, 07/01/2034

     1,855       1,899,896  

Washington Health Care Facilities Authority
(Seattle Cancer Care Alliance Obligated Group)
Series 2020
4.00%, 09/01/2045

     2,045       1,932,685  

5.00%, 09/01/2039

     1,655       1,768,887  

5.00%, 09/01/2045

     2,070       2,171,048  

5.00%, 09/01/2050

     2,000       2,082,710  

Washington Health Care Facilities Authority
(Virginia Mason Medical Center Obligated Group)
Series 2017
5.00%, 08/15/2033

     6,250       6,525,822  

5.00%, 08/15/2035

     5,750       5,912,466  

5.00%, 08/15/2037

     3,565       3,616,551  

Washington State Convention Center Public Facilities District
(Washington State Convention Center Public Facilities District Hotel Occupancy Tax)
Series 2021
4.00%, 07/01/2031

     13,090       12,639,783  

Washington State Housing Finance Commission
(Presbyterian Retirement Communities Northwest Obligated Group)
Series 2013
5.00%, 01/01/2028(c)

     1,030       986,129  

5.25%, 01/01/2043(c)

     2,870       2,454,857  

Series 2015
6.00%, 01/01/2045(c)

     2,920       2,659,909  

Series 2016
4.00%, 01/01/2026(c)

     2,280       2,135,584  

5.00%, 01/01/2031(c)

     5,305       4,732,648  

 

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AB MUNICIPAL INCOME SHARES    |    103


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.00%, 01/01/2036(c)

   $ 1,075     $ 889,143  

5.00%, 01/01/2046(c)

     1,140       854,486  

Series 2019-A
5.00%, 01/01/2044(c)

     1,330       1,010,698  

5.00%, 01/01/2049(c)

     3,305       2,434,783  

5.00%, 01/01/2055(c)

     11,670       8,306,294  

Washington State Housing Finance Commission
(Rockwood Retirement Communities)
Series 2014
7.50%, 01/01/2049 (Pre-refunded/ETM)(c)

     1,500       1,539,375  

Series 2014-A
7.375%, 01/01/2044 (Pre-refunded/ETM)(c)

     5,115       5,245,114  

Washington State Housing Finance Commission
(Spokane United Methodist Homes Obligated Group)
Series 2020
5.00%, 01/01/2051(c)

     2,000       1,427,231  

5.00%, 01/01/2056(c)

     3,000       2,087,255  
    

 

 

 
       128,158,449  
    

 

 

 

West Virginia – 0.1%

 

City of South Charleston WV
(City of South Charleston WV South Charleston Park Place Excise Tax District)
Series 2022
4.50%, 06/01/2050(c)

     1,000       770,666  

Monongalia County Commission Excise Tax District
Series 2022-A
6.25%, 06/01/2024

     5,605       5,619,062  

Tobacco Settlement Finance Authority/WV
Series 2020
4.875%, 06/01/2049

     3,000       2,715,141  

West Virginia Economic Development Authority
(Arch Resources, Inc.)
Series 2021
4.125%, 07/01/2045

     4,035       3,971,308  
    

 

 

 
       13,076,177  
    

 

 

 

Wisconsin – 4.3%

 

St. Croix Chippewa Indians of Wisconsin
Series 2021
5.00%, 09/30/2041(c)

     8,850       6,682,254  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

UMA Education, Inc.
Series 2019
5.00%, 10/01/2034(c)

   $ 15,970     $ 15,469,864  

5.00%, 10/01/2039(c)

     5,035       4,708,058  

Wisconsin Center District
(Wisconsin Center District Ded Tax)
Series 2022
5.25%, 12/15/2061(c)

     6,995       7,046,780  

Wisconsin Health & Educational Facilities Authority
(Aspirus, Inc. Obligated Group)
Series 2017
5.00%, 08/15/2052(a)

     20,345       20,738,570  

Wisconsin Health & Educational Facilities Authority
(Marshfield Clinic Health System Obligated Group)
AGM Series 2020
3.00%, 02/15/2038

     1,035       920,372  

4.00%, 02/15/2036

     1,600       1,639,553  

4.00%, 02/15/2037

     1,050       1,067,691  

5.00%, 02/15/2031

     2,000       2,248,429  

Wisconsin Health & Educational Facilities Authority
(Oakwood Lutheran Senior Ministries Obligated Group)
Series 2021
4.00%, 01/01/2057

     9,815       6,614,855  

Wisconsin Health & Educational Facilities Authority
(Rogers Memorial Hospital, Inc. Obligated Group)
Series 2019
5.00%, 07/01/2044

     1,000       1,029,420  

Wisconsin Health & Educational Facilities Authority
(St. Camillus Health System Obligated Group)
Series 2019
5.00%, 11/01/2039

     950       804,523  

5.00%, 11/01/2046

     870       690,984  

5.00%, 11/01/2054

     3,295       2,501,552  

Wisconsin Health & Educational Facilities Authority
(Thedacare, Inc. Obligated Group)
Series 2019
4.00%, 12/15/2035

     1,795       1,832,636  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.00%, 12/15/2036

   $ 1,865     $ 1,887,169  

4.00%, 12/15/2037

     1,830       1,836,637  

4.00%, 12/15/2038

     1,915       1,918,984  

Wisconsin Housing & Economic Development Authority
(Roers Sun Prairie Apartments Owner LLC)
Series 2022
4.625%, 03/15/2040(c)

     2,510       2,172,242  

Series 2022-A
3.875%, 12/01/2039(c)

     11,525       9,905,119  

Wisconsin Public Finance Authority
Series 2020
5.00%, 04/01/2030(c)

     475       486,973  

5.00%, 04/01/2030
(Pre-refunded/ETM)(c)

     25       27,662  

5.00%, 04/01/2040(c)

     1,320       1,287,578  

5.00%, 04/01/2040
(Pre-refunded/ETM)(c)

     80       92,276  

5.00%, 04/01/2050(c)

     6,150       5,687,970  

5.00%, 04/01/2050
(Pre-refunded/ETM)(c)

     335       386,404  

Series 2022
4.00%, 04/01/2032(c)

     865       821,895  

4.00%, 04/01/2032
(Pre-refunded/ETM)(c)

     15       15,992  

4.00%, 04/01/2052(c)

     1,460       1,113,619  

4.00%, 04/01/2052
(Pre-refunded/ETM)(c)

     40       44,847  

6.00%, 02/01/2062(c)

     20,960       21,170,009  

Wisconsin Public Finance Authority
(21st Century Public Academy)
Series 2020
5.00%, 06/01/2049(c)

     1,340       1,104,957  

Wisconsin Public Finance Authority
(ACTS Retirement-Life Communities, Inc. Obligated Group)
Series 2020
4.00%, 11/15/2037

     600       524,947  

5.00%, 11/15/2041

     1,500       1,435,316  

Wisconsin Public Finance Authority
(Appalachian Regional Healthcare System Obligated Group)
Series 2021
4.00%, 07/01/2046

     1,100       918,574  

4.00%, 07/01/2051

     1,675       1,361,762  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin Public Finance Authority
(Bancroft Neurohealth Obligated Group)
Series 2016
5.125%, 06/01/2048(c)

   $ 3,335     $ 2,935,391  

Wisconsin Public Finance Authority
(Blue Ridge Healthcare Obligated Group)
Series 2020
4.00%, 01/01/2045

     1,500       1,391,328  

5.00%, 01/01/2038

     550       575,856  

5.00%, 01/01/2039

     700       728,898  

5.00%, 01/01/2040

     500       517,429  

Wisconsin Public Finance Authority
(Carmelite System, Inc. Obligated Group (The))
Series 2020
5.00%, 01/01/2045

     2,030       1,931,864  

Wisconsin Public Finance Authority
(Catholic Bishop of Chicago (The))
Series 2021
5.75%, 07/25/2041(c)

     57,000       51,933,982  

Wisconsin Public Finance Authority
(Celanese US Holdings LLC)
Series 2016-B
5.00%, 12/01/2025

     1,000       1,014,937  

Series 2016-C
4.30%, 11/01/2030

     2,060       2,017,348  

Series 2016-D
4.05%, 11/01/2030

     720       693,800  

Wisconsin Public Finance Authority
(CFC-SA LLC)
Series 2022
5.00%, 02/01/2052

     11,500       11,452,217  

5.00%, 02/01/2062

     11,250       11,040,421  

5.75%, 02/01/2052(c)

     15,500       15,397,116  

Wisconsin Public Finance Authority
(FAH Tree House LLC)
Series 2023
6.50%, 08/01/2053(c)

     18,000       17,950,369  

6.625%, 02/01/2046(c)

     12,500       11,607,656  

Wisconsin Public Finance Authority
(Gannon University)
Series 2017
5.00%, 05/01/2042

     1,500       1,474,418  

5.00%, 05/01/2047

     2,750       2,637,211  

Wisconsin Public Finance Authority
(KDC Agribusiness LLC)
Series 2022
15.00%, 05/15/2023(i)(k)(l)

     21,900       9,855,000  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin Public Finance Authority
(Lehigh Valley Health Network, Inc.)
Series 2023
6.625%, 12/01/2032(c)

   $ 1,040     $ 1,023,066  

7.25%, 12/01/2042(c)

     7,775       7,676,041  

7.50%, 12/01/2052(c)

     5,400       5,386,748  

Wisconsin Public Finance Authority
(Mary’s Woods at Marylhurst, Inc.)
Series 2017-A
5.25%, 05/15/2037(c)

     1,000       951,335  

5.25%, 05/15/2042(c)

     1,000       916,601  

5.25%, 05/15/2047(c)

     1,225       1,086,100  

Wisconsin Public Finance Authority
(McLemore Resort Manager LLC)
Series 2021
4.50%, 06/01/2056(c)

     12,235       9,146,835  

Wisconsin Public Finance Authority
(Moses H Cone Memorial Hospital Obligated Group)
Series 2022-A
5.00%, 10/01/2052(a)

     10,000       10,476,115  

Wisconsin Public Finance Authority
(National Senior Communities, Inc. Obligated Group)
Series 2022
4.00%, 01/01/2047

     1,400       1,214,985  

4.00%, 01/01/2052

     2,350       1,957,431  

Wisconsin Public Finance Authority
(Pine Lake Preparatory, Inc.)
Series 2015
5.25%, 03/01/2035(c)

     1,550       1,574,018  

Wisconsin Public Finance Authority
(Queens University of Charlotte)
Series 2022
5.25%, 03/01/2042

     12,000       12,192,612  

5.25%, 03/01/2047

     5,100       5,144,763  

Wisconsin Public Finance Authority
(Renown Regional Medical Center)
Series 2020
4.00%, 06/01/2045

     8,840       7,896,679  

Wisconsin Public Finance Authority
(Rose Villa, Inc.Obligated Group)
Series 2014-A
5.75%, 11/15/2044 (Pre-refunded/ETM)(c)

     1,000       1,033,798  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin Public Finance Authority
(Samaritan Housing Foundation Obligated Group)
Series 2021
4.00%, 06/01/2056(c)

   $ 29,090     $ 19,277,160  

Series 2022
4.00%, 06/01/2049(c)

     3,900       2,723,969  

Wisconsin Public Finance Authority
(Seabury Retirement Community)
Series 2015-A
5.00%, 09/01/2030(c)

     545       528,380  

Wisconsin Public Finance Authority
(Sky Harbour Capital LLC Obligated Group)
Series 2021
4.25%, 07/01/2054

     3,500       2,562,963  

Wisconsin Public Finance Authority
(Southeastern Regional Medical Center Obligated Group)
Series 2021
4.00%, 02/01/2046

     6,500       5,841,219  

4.00%, 02/01/2051

     10,000       8,740,587  

Wisconsin Public Finance Authority
(Triad Educational Services, Inc.)
Series 2022
5.00%, 06/15/2042

     1,140       1,131,383  

5.25%, 06/15/2052

     1,610       1,591,669  

5.375%, 06/15/2057

     1,545       1,529,294  

5.50%, 06/15/2050

     650       651,781  

5.50%, 06/15/2062

     3,025       3,000,537  

Wisconsin Public Finance Authority
(Triad Math & Science Academy Co.)
Series 2021
4.00%, 06/15/2051

     3,915       3,054,536  

Wisconsin Public Finance Authority
(Uwharrie Charter Academy)
Series 2022
5.00%, 06/15/2052(c)

     3,315       2,897,968  

5.00%, 06/15/2057(c)

     4,105       3,532,662  

5.00%, 06/15/2062(c)

     1,295       1,098,747  

Wisconsin Public Finance Authority
(Washoe Barton Medical Clinic)
Series 2021
4.00%, 12/01/2041

     1,655       1,341,828  

4.00%, 12/01/2051

     3,300       2,566,166  
    

 

 

 
       403,099,690  
    

 

 

 

Total Long-Term Municipal Bonds
(cost $9,931,727,001)

       9,300,425,911  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Short-Term Municipal Notes – 1.0%

 

Colorado – 0.0%

 

Colorado Educational & Cultural Facilities Authority
(Jewish Federation of South Palm Beach County, Inc.)
Series 2008
3.80%, 02/01/2038(m)

   $ 1,065     $ 1,065,000  
    

 

 

 

District of Columbia – 0.0%

 

District of Columbia
(MedStar Health Obligated Group)
Series 2012-A
3.99%, 08/15/2038(m)

     1,915       1,915,000  
    

 

 

 

Florida – 0.0%

 

Orange County Health Facilities Authority
(Nemours Foundation/Florida)
Series 2017-C
3.60%, 01/01/2037(m)

     1,185       1,185,000  
    

 

 

 

Iowa – 0.2%

 

Iowa Finance Authority
(Iowa Health System Obligated Group)
Series 2018
3.63%, 07/01/2041(m)

     1,075       1,075,000  

3.80%, 12/01/2041(m)

     11,640       11,640,000  
    

 

 

 
       12,715,000  
    

 

 

 

Kentucky – 0.0%

 

Louisville/Jefferson County Metropolitan Government
(Norton Healthcare Obligated Group)
Series 2016-B
3.80%, 10/01/2039(m)

     1,815       1,815,000  
    

 

 

 

Minnesota – 0.0%

 

City of Minneapolis MN
(One Ten Grant LP)
Series 1989
3.90%, 09/01/2026(m)

     1,555       1,555,000  
    

 

 

 

Tennessee – 0.5%

 

Greeneville Health & Educational Facilities Board
(Ballad Health Obligated Group)
Series 2018-B
3.82%, 07/01/2045(m)

     50,000       50,000,000  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin – 0.3%

    

Wisconsin Public Finance Authority
(KDC Agribusiness LLC)
Series 2023
15.00%, 05/15/2023(i)(k)(l)

   $ 4,895     $ 2,202,750  

Wisconsin Public Finance Authority
(Moses H Cone Memorial Hospital Obligated Group)
Series 2023-B
3.80%, 10/01/2055(m)

     21,390       21,390,000  
    

 

 

 
       23,592,750  
    

 

 

 

Total Short-Term Municipal Notes
(cost $96,535,000)

       93,842,750  
    

 

 

 

Total Municipal Obligations
(cost $10,028,262,001)

       9,394,268,661  
    

 

 

 
    

COMMERCIAL MORTGAGE-BACKED SECURITIES – 2.2%

 

Agency CMBS – 1.2%

    

Arizona Industrial Development Authority
Series 2019-2, Class A
3.625%, 05/20/2033

     14,846       13,879,351  

California Housing Finance Agency
Series 2019-2, Class A
4.00%, 03/20/2033

     14,536       14,506,946  

Series 2021-1, Class A
3.50%, 11/20/2035

     9,223       8,733,006  

Series 2021-2, Class A
3.75%, 03/25/2035

     43,589       42,980,031  

Series 2021-2, Class X
0.844%, 03/25/2035(n)

     22,556       1,192,641  

Series 2021-3, Class A
3.25%, 08/20/2036

     6,996       6,384,749  

Series 2021-3, Class X
0.789%, 08/20/2036(n)

     20,352       1,099,046  

Federal Home Loan Mortgage Corp. Multifamily VRD Certificates
Series 2022-ML13, Class AUS
3.125%, 09/25/2036(n)

     3,973       3,570,785  

Series 2022-ML13, Class XCA
0.959%, 07/25/2036(n)

     17,719       1,041,134  

Series 2022-ML13, Class XUS
1.003%, 09/25/2036(n)

     30,986       2,209,067  

Washington State Housing Finance Commission
Series 2021-1, Class A
3.50%, 12/20/2035

     19,084       17,911,235  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2021-1, Class X
0.726%, 12/20/2035(n)

  $ 14,582     $ 709,853  
   

 

 

 
      114,217,844  
   

 

 

 

Non-Agency Fixed Rate CMBS – 1.0%

 

National Finance Authority
Series 2022-2, Class X
0.696%, 10/01/2036(n)

    24,824       1,257,582  

New Hampshire Business Finance Authority
Series 2020-1, Class A
4.125%, 01/20/2034

    20,821       20,389,078  

Series 2022-1, Class A
4.375%, 09/20/2036

    41,069       40,446,179  

Series 2022-2, Class A
4.00%, 10/20/2036

    26,810       25,499,722  
   

 

 

 
      87,592,561  
   

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $217,585,271)

      201,810,405  
 

 

 

 
   

CORPORATES - NON-INVESTMENT GRADE – 0.0%

 

Financial Institutions – 0.0%

 

Banking – 0.0%

 

UMB Financial Corp.
10.00%, 01/01/2049(k)(l)

    1,138       1,137,682  

10.00%, 01/01/2049(k)(l)

    813       813,201  
   

 

 

 

Total Corporates - Non-Investment Grade
(cost $1,950,867)

      1,950,883  
 

 

 

 
   

SHORT-TERM INVESTMENTS – 2.8%

 

U.S. Treasury Bills – 1.7%

 

U.S. Treasury Bill
Zero Coupon, 07/27/2023
(cost $163,177,962)

    165,000       163,016,218  
   

 

 

 
    Shares        

Investment Companies – 1.1%

 

AB Fixed Income Shares, Inc. - Government Money Market Portfolio - Class AB, 4.74%(o)(p)(q)
(cost $103,767,428)

    103,767,428       103,767,428  
   

 

 

 

Total Short-Term Investments
(cost $266,945,390)

      266,783,646  
 

 

 

 

Total Investments – 105.3%
(cost $10,514,743,529)

      9,864,813,595  

Other assets less liabilities – (5.3)%

      (496,027,846
 

 

 

 

Net Assets – 100.0%

    $ 9,368,785,749  
 

 

 

 

 

112    |    AB MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note C)

 

                Rate Type                      
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     90,795       01/15/2025     2.565%   CPI#   Maturity   $ 8,216,513     $ – 0  –    $ 8,216,513  
USD     45,398       01/15/2025     2.613%   CPI#   Maturity     4,021,654       – 0  –      4,021,654  
USD     45,397       01/15/2025     2.585%   CPI#   Maturity     4,071,743       – 0  –      4,071,743  
USD     34,210       01/15/2025     4.028%   CPI#   Maturity     1,043,491       – 0  –      1,043,491  
USD     83,920       01/15/2026     CPI#   3.765%   Maturity     (2,321,589     – 0  –      (2,321,589
USD     158,000       01/15/2027     CPI#   3.320%   Maturity     (6,698,176     – 0  –      (6,698,176
USD     156,000       01/15/2027     CPI#   3.466%   Maturity     (5,193,907     (157,633     (5,036,274
USD     127,850       01/15/2027     CPI#   3.323%   Maturity     (5,396,190     – 0  –      (5,396,190
USD     371,020       01/15/2028     0.735%   CPI#   Maturity     79,911,241       – 0  –      79,911,241  
USD     219,860       01/15/2028     1.230%   CPI#   Maturity     39,386,833       – 0  –      39,386,833  
USD     273,300       01/15/2029     CPI#   3.390%   Maturity     (5,709,458     – 0  –      (5,709,458
USD     190,780       01/15/2029     CPI#   3.735%   Maturity     1,600,766       – 0  –      1,600,766  
USD     79,070       01/15/2029     CPI#   3.331%   Maturity     (2,042,402     – 0  –      (2,042,402
USD     67,450       01/15/2030     1.572%   CPI#   Maturity     11,552,190       – 0  –      11,552,190  
USD     67,450       01/15/2030     1.587%   CPI#   Maturity     11,458,212       – 0  –      11,458,212  
USD     93,000       01/15/2031     2.782%   CPI#   Maturity     6,062,167       – 0  –      6,062,167  
USD     85,000       01/15/2031     2.680%   CPI#   Maturity     6,405,682       – 0  –      6,405,682  
USD     76,750       01/15/2031     2.989%   CPI#   Maturity     3,400,191       – 0  –      3,400,191  
USD     75,410       01/15/2032     CPI#   3.064%   Maturity     (2,268,241     – 0  –      (2,268,241
USD     52,000       04/15/2032     CPI#   2.909%   Maturity     (2,253,745     – 0  –      (2,253,745
           

 

 

   

 

 

   

 

 

 
  $   145,246,975     $   (157,633   $ 145,404,608  
 

 

 

   

 

 

   

 

 

 

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                      

Notional
Amount
(000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     275,000       01/15/2027     1 Day SOFR   3.947%   Annual   $ 3,645,167     $ – 0  –    $ 3,645,167  
USD     500,000       04/15/2028     1 Day SOFR   3.616%   Annual     6,038,008       – 0  –      6,038,008  
USD     280,000       04/15/2032     3.283%   1 Day SOFR   Annual     (1,939,702     – 0  –      (1,939,702
USD     230,000       04/15/2032     2.621%   1 Day SOFR   Annual     10,246,662       – 0  –      10,246,662  
USD     200,000       04/15/2032     3.319%   1 Day SOFR   Annual     (1,937,192     – 0  –      (1,937,192
USD     174,000       04/15/2032     2.177%   1 Day SOFR   Annual     13,754,842       – 0  –      13,754,842  
USD     155,000       04/15/2032     2.574%   1 Day SOFR   Annual     7,465,404       – 0  –      7,465,404  
USD     100,000       04/15/2032     2.444%   1 Day SOFR   Annual     5,826,528       – 0  –      5,826,528  
USD     50,000       02/15/2051     1.469%   1 Day SOFR   Annual     14,660,191       – 0  –      14,660,191  
           

 

 

   

 

 

   

 

 

 
  $   57,759,908     $   – 0  –    $   57,759,908  
 

 

 

   

 

 

   

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

INTEREST RATE SWAPS (see Note C)

 

      Rate Type      
Swap
Counterparty
  Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 

Citibank, NA

    USD       52,610       10/09/2029     1.125%   SIFMA*   Quarterly   $   4,944,847     $   – 0  –    $   4,944,847  

 

*

Variable interest rate based on the Securities Industry & Financial Markets Association (SIFMA) Municipal Swap Index.

 

(a)

Security represents the underlying municipal obligation of an inverse floating rate obligation held by the Fund (see Note H).

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2023.

 

(c)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At April 30, 2023, the aggregate market value of these securities amounted to $1,811,784,764 or 19.3% of net assets.

 

(d)

Non-income producing security.

 

(e)

Defaulted.

 

(f)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2023.

 

(g)

When-Issued or delayed delivery security.

 

(h)

Restricted and illiquid security.

 

Restricted & Illiquid
Securities
   Acquisition
Date
     Cost      Market
Value
     Percentage of
Net Assets
 

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.) Series 2013-B
10.50%, 07/01/2039

     11/22/2013      $     1,973,785      $ 28        0.00

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.) Series 2014-A
7.50%, 07/01/2023

     07/31/2014        868,863        13        0.00

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012-B
8.00%, 07/01/2038

     08/31/2012        2,180,000            545,000        0.01

 

(i)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities, which represent 0.59% of net assets as of April 30, 2023, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted & Illiquid
Securities
  Acquisition
Date
    Cost     Market
Value
    Percentage of
Net Assets
 

Mississippi Business Finance Corp.
(Alden Group Renewable Energy Mississippi LLC) Series 2022
8.00%, 12/01/2029

    12/13/2022     $     14,291,426     $     14,364,077       0.15

 

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PORTFOLIO OF INVESTMENTS (continued)

 

144A/Restricted & Illiquid
Securities
  Acquisition
Date
    Cost     Market
Value
    Percentage of
Net Assets
 

New Hope Cultural Education Facilities Finance Corp. Series 2023
8.50%, 09/01/2027

    02/03/2023     $     25,000,000     $     24,923,922       0.27

Scranton-Lackawanna Health and Welfare Authority
(Scranton Parking System Concession Project)
Series 2016-D
Zero Coupon, 01/01/2057

    11/29/2017       6,740,318       3,483,300       0.04

Wisconsin Public Finance Authority
(KDC Agribusiness LLC) Series 2022
15.00%, 05/15/2023

    11/10/2022       21,900,000       9,855,000       0.11

Wisconsin Public Finance Authority
(KDC Agribusiness LLC) Series 2022
15.00%, 05/15/2023

    03/16/2023       4,895,000       2,202,750       0.02

 

(j)

Defaulted matured security.

 

(k)

Fair valued by the Adviser.

 

(l)

Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(m)

Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

 

(n)

IO – Interest Only.

 

(o)

Affiliated investments.

 

(p)

The rate shown represents the 7-day yield as of period end.

 

(q)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

As of April 30, 2023, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 2.1% and 0.0%, respectively.

Glossary:

AGC – Assured Guaranty Corporation

AGM – Assured Guaranty Municipal

BAM – Build American Mutual

CCRC – Congregate Care Retirement Center

CMBS – Commercial Mortgage-Backed Securities

COP – Certificate of Participation

CPI – Consumer Price Index

ETM – Escrowed to Maturity

LIBOR – London Interbank Offered Rate

NATL – National Interstate Corporation

SD – School District

SOFR – Secured Overnight Financing Rate

UPMC – University of Pittsburgh Medical Center

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

April 30, 2023

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $10,410,976,101)

   $ 9,761,046,167  

Affiliated issuers (cost $103,767,428)

     103,767,428  

Cash

     368,467  

Cash collateral due from broker

     36,155,990  

Interest receivable

     135,690,667  

Receivable for shares of beneficial interest sold

     28,292,587  

Unrealized appreciation on interest rate swaps

     4,944,847  

Receivable for investment securities sold

     575,000  

Affiliated dividends receivable

     272,438  

Receivable due from Adviser

     4,789  
  

 

 

 

Total assets

     10,071,118,380  
  

 

 

 
Liabilities   

Payable for floating rate notes issued*

     539,375,000  

Payable for investment securities purchased

     121,077,061  

Dividends payable

     31,317,326  

Cash collateral due to broker

     4,880,000  

Payable for variation margin on centrally cleared swaps

     3,469,674  

Payable for shares of beneficial interest redeemed

     1,454,288  

Other liabilities

     759,282  
  

 

 

 

Total liabilities

     702,332,631  
  

 

 

 

Net Assets

   $ 9,368,785,749  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 8,483  

Additional paid-in capital

     9,852,766,907  

Accumulated loss

     (483,989,641
  

 

 

 

Net Assets

   $     9,368,785,749  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 848,313,405 common shares outstanding)

   $ 11.04  
  

 

 

 

 

*

Represents short-term floating rate certificates issued by tender option bond trusts (see Note H).

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2023

 

Investment Income      

Interest

   $     346,315,455     

Dividends—Affiliated issuers

     4,178,146     

Other income(a)

     182,768      $ 350,676,369  
  

 

 

    
Expenses      

Interest expense

     16,881,318     
  

 

 

    

Total expenses

        16,881,318  
     

 

 

 

Net investment income

        333,795,051  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (138,911,557

Swaps

        181,391,749  

Net change in unrealized appreciation (depreciation) of:

     

Investments

        (137,204,102

Swaps

        (106,012,626
     

 

 

 

Net loss on investment transactions

        (200,736,536
     

 

 

 

Net Increase in Net Assets from Operations

      $     133,058,515  
     

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2023
    Year Ended
April 30,
2022
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 333,795,051     $ 238,882,546  

Net realized gain (loss) on investment transactions

     42,480,192       (33,655,078

Net change in unrealized appreciation (depreciation) of investments

     (243,216,728     (809,932,346
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     133,058,515       (604,704,878

Distribution to Shareholders

     (348,426,574     (234,498,949
Transactions in Shares of Beneficial Interest     

Net increase

     2,278,465,743       1,795,176,001  
  

 

 

   

 

 

 

Total increase

     2,063,097,684       955,972,174  
Net Assets     

Beginning of period

     7,305,688,065       6,349,715,891  
  

 

 

   

 

 

 

End of period

   $     9,368,785,749     $     7,305,688,065  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

April 30, 2023

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Municipal Income Shares (the “Fund”).

Shares of the Fund are offered exclusively to holders of accounts established under wrap fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Trust’s Board of Trustees (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more than one exchange are valued by reference to the principal exchange on which

 

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the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more

 

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widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023:

 

    Level 1     Level 2     Level 3     Total  

Assets:

       

Long-Term Municipal Bonds

  $ – 0  –    $ 9,290,570,911     $ 9,855,000     $ 9,300,425,911  

Short-Term Municipal Notes

    – 0  –      91,640,000       2,202,750       93,842,750  

Commercial Mortgage-Backed Securities

    – 0  –      201,810,405       – 0  –      201,810,405  

Corporates – Non-Investment Grade

    – 0  –      – 0  –      1,950,883       1,950,883  

Short-Term Investments:

       

U.S. Treasury Bills

    – 0  –      163,016,218       – 0  –      163,016,218  

Investment Companies

    103,767,428       – 0  –      – 0  –      103,767,428  

Liabilities:

       

Floating Rate Notes(a)

    (539,375,000     – 0  –      – 0  –      (539,375,000
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    (435,607,572     9,747,037,534       14,008,633       9,325,438,595  

Other Financial Instruments(b):

       

Assets:

       

Centrally Cleared Inflation (CPI) Swaps

    – 0  –      177,130,683       – 0  –      177,130,683 (c) 

Centrally Cleared Interest Rate Swaps

    – 0  –      61,636,802       – 0  –      61,636,802 (c) 

Interest Rate Swaps

    – 0  –      4,944,847       – 0  –      4,944,847  

Liabilities:

       

Centrally Cleared Inflation (CPI) Swaps

    – 0  –      (31,883,708     – 0  –      (31,883,708 )(c) 

Centrally Cleared Interest Rate Swaps

    – 0  –      (3,876,894     – 0  –      (3,876,894 )(c) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   (435,607,572   $   9,954,989,264     $   14,008,633     $   9,533,390,325  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

(a)

The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes.

 

(b)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(c)

Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the advisory agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts in wrap fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund does not pay a fee for this service. The Underwriter is a wholly owned subsidiary of the Adviser.

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2023, such reimbursement amounted to $145,368.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2023 is as follows:

 

Fund

  Market Value
4/30/22
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/23
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     122,400     $     2,525,374     $     2,544,007     $     103,767     $     4,178  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2023 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $     3,620,734,900      $     1,541,569,754  

U.S. government securities

     6,724,355        – 0  – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $     10,001,070,873  
  

 

 

 

Gross unrealized appreciation

   $ 314,450,945  

Gross unrealized depreciation

     (783,208,642
  

 

 

 

Net unrealized depreciation

   $ (468,757,697
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates or credit risk. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective

 

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swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2023, the Fund held interest rate swaps for hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in

 

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the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the year ended April 30, 2023, the Fund held inflation (CPI) swaps for hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the year ended April 30, 2023, the Fund had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative
Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

 

Receivable for variation margin on centrally cleared swaps

 

$

238,767,485

 

Payable for variation margin on centrally cleared swaps

 

$

35,602,969

Interest rate contracts

 

Unrealized appreciation on interest rate swaps

 

 

4,944,847

 

   
   

 

 

     

 

 

 

Total

    $   243,712,332       $   35,602,969  
   

 

 

     

 

 

 

 

*

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

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Derivative Type

 

Location of
Gain or (Loss)
on Derivatives
Within Statement
of Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps   $     181,391,749     $     (106,012,626
   

 

 

   

 

 

 

Total

    $ 181,391,749     $ (106,012,626
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2023:

 

Interest Rate Swaps:

  

Average notional amount

   $ 52,610,000  

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 2,141,970,769  

Centrally Cleared Inflation Swaps:

  

Average notional amount

   $     2,392,660,000  

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2023. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

  Derivative
Assets
Subject to a
MA
    Derivatives
Available
for Offset
    Cash
Collateral
Received*
    Security
Collateral
Received*
    Net Amount
of Derivative
Assets
 

Citibank, NA

  $ 4,944,847     $ – 0  –    $ (4,880,000   $ – 0  –    $ 64,847  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     4,944,847     $     – 0  –    $     (4,880,000   $     – 0  –    $     64,847
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

 

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

 

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NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

           
    Shares           Amount        
    Year Ended
April 30,
2023
   

Year Ended
April 30,

2022

          Year Ended
April 30,
2023
    Year Ended
April 30,
2022
       
 

 

 

   

Shares sold

    437,451,700       226,863,887                $ 4,809,672,752     $ 2,840,231,872    

 

   

Shares redeemed

    (232,395,948     (83,479,736           (2,531,207,009         (1,045,055,871  

 

   

Net increase

    205,055,752       143,384,151       $ 2,278,465,743     $ 1,795,176,001    

 

   

NOTE E

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural

 

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disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities.

Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

Below Investment-Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity and negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

 

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Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Illiquid Investments Risk—Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

 

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LIBOR Transition and Associated Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In 2017, the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. As announced by the FCA and LIBOR’s administrator, ICE Benchmark Administration, most LIBOR settings (which reflect LIBOR rates quoted in different currencies over various time periods) have not been published since the end of 2021, but the most widely used U.S. Dollar LIBOR settings are expected to continue to be published until June 30, 2023. However, banks were strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market and has been used increasingly on a voluntary basis in new instruments and transactions. In addition, on March 15, 2022, the Adjustable Interest Rate Act was signed into law. This law provides a statutory fallback mechanism to replace LIBOR with a benchmark rate that is selected by the Federal Reserve Board and based on SOFR for certain contracts that reference LIBOR without adequate fallback provisions. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the law by identifying benchmark rates based on SOFR that will replace LIBOR in different categories of financial contracts after June 30, 2023. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.

The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or NAV. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR,

 

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fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended April 30, 2023.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2023 and April 30, 2022 were as follows:

 

     2023      2022  

Distributions paid from:

     

Ordinary income

   $ 26,840,993      $ 11,930,509  
  

 

 

    

 

 

 

Total taxable distributions

     26,840,993        11,930,509  

Tax-exempt income

     321,585,581        222,568,440  
  

 

 

    

 

 

 

Total distributions paid

   $     348,426,574      $     234,498,949  
  

 

 

    

 

 

 

 

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As of April 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed Tax-exempt Income

   $ 33,366,949  

Accumulated capital and other losses

     (26,050,107 )(a) 

Unrealized appreciation (depreciation)

     (459,469,225 )(b) 
  

 

 

 

Total accumulated earnings (deficit)

   $     (452,152,383 )(c) 
  

 

 

 

 

(a)

As of April 30, 2023, the Fund had a net capital loss carryforward of $26,050,107. During the fiscal year, the Fund utilized $22,650,158 of capital loss carry forwards to offset current year net realized gains.

 

(b)

The differences between book-basis and tax-basis unrealized appreciation (depreciation) are attributable primarily to the tax treatment of tender option bonds, the tax treatment of swaps, and the tax deferral of losses on wash sales.

 

(c)

The differences between book-basis and tax-basis components of accumulated earnings (deficit) are attributable primarily to the tax treatment of defaulted securities and dividends payable.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2023, the Fund had a net short-term capital loss carryforward of $26,050,107, which may be carried forward for an indefinite period.

During the current fiscal year, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.

NOTE H

Floating Rate Notes Issued in Connection with Securities Held

The Fund may engage in tender option bond (“TOB”) transactions in which the Fund transfers a fixed rate bond (“Fixed Rate Bond”) into a Special Purpose Vehicle (the “SPV”, which is generally organized as a trust). The Fund buys a residual interest in the assets and cash flows of the SPV, often referred to as an inverse floating rate obligation (“Inverse Floater”). The SPV also issues floating rate notes (“Floating Rate Notes”) which are sold to third parties. The Floating Rate Notes pay interest at rates that generally reset weekly and their holders have the option to tender their notes to a liquidity provider for redemption at par. The Inverse Floater held by the Fund gives the Fund the right (1) to cause the holders of the Floating Rate Notes to tender their notes at par, and (2) to have the trustee transfer the Fixed Rate Bond held by the SPV to the Fund, thereby collapsing the SPV. The SPV may also be collapsed in certain other circumstances. In accordance with U.S. GAAP requirements regarding accounting for transfers and servicing of financial assets and extinguishments of liabilities, the Fund accounts for the transaction described above as a secured borrowing by including the Fixed Rate Bond in its portfolio of investments and the Floating Rate Notes as a liability under the caption

 

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“Payable for floating rate notes issued” in its statement of assets and liabilities. Interest expense related to the Fund’s liability with respect to Floating Rate Notes is recorded as incurred. The interest expense is also included in the Fund’s expense ratio. At April 30, 2023, the amount of the Fund’s Floating Rate Notes outstanding was $539,375,000 and the related interest rate was 3.77% to 5.02%. For the year ended April 30, 2023, the average amount of Floating Rate Notes outstanding and the daily weighted average interest rate were $499,207,192 and 3.32%, respectively.

The Fund may also purchase Inverse Floaters in the secondary market without first owning the underlying bond. Such an Inverse Floater is included in the Fund’s portfolio of investments but is not required to be treated as a secured borrowing and reflected in the Fund’s financial statements as a secured borrowing.

NOTE I

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE J

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

 

    Year Ended April 30,  
    2023     2022     2021     2020     2019  
 

 

 

 

Net asset value, beginning of period

    $  11.36       $  12.70       $  10.80       $  11.70       $  11.32  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .45       .43       .44       .44       .45  

Net realized and unrealized gain (loss) on investment transactions

    (.30     (1.35     1.91       (.90     .38  
 

 

 

 

Net increase (decrease) in net asset value from operations

    .15       (.92     2.35       (.46     .83  
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.47     (.42     (.45     (.44     (.45
 

 

 

 

Net asset value, end of period

    $  11.04       $  11.36       $  12.70       $  10.80       $  11.70  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    1.44 %^      (7.52 )%      22.01     (4.23 )%      7.53

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $9,368,786       $7,305,688       $6,349,716       $4,685,911       $3,509,575  

Ratio to average net assets of:

         

Expenses(c)

    .21     .07     .07     .01     .01

Net investment income

    4.10     3.38     3.62     3.67     3.91

Portfolio turnover rate

    18     6     10     12     14

 

(a)

Based on average shares outstanding.

 

(b)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

 

(c)

The expense ratios, excluding interest expense are .00%, .00%, .00%, .00% and .00%, respectively.

 

^

The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Trustees of AB Municipal Income Shares

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Municipal Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

June 26, 2023

 

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BOARD OF TRUSTEES

 

Garry Moody(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Onur Erzan, President and Chief Executive Officer

  

Nancy P. Jacklin(1)

Jeanette W. Loeb(1)

Carol C. McMullen(1)

Marshall C. Turner, Jr.(1)

OFFICERS

Daryl Clements(2), Vice President

Matthew J. Norton(2), Vice President

Andrew Potter(2), Vice President

Nancy E. Hay, Secretary

  

Michael B. Reyes, Senior Vice President

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Jennifer Friedland, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
One Congress Street, Suite 1 Boston, MA 02114

 

Principal Underwriter

AllianceBernstein Investments, Inc.

501 Commerce Street

Nashville, TN 37203

 

Transfer Agent

AllianceBernstein
Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278
Toll-Free (800) 221-5672

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

 

1

Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Municipal Bond Investment Team. Messrs. Clements, Norton and Potter are the investment professionals primarily responsible for the day-to-day management of the Fund’s Portfolio.

 

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MANAGEMENT OF THE FUND

 

Board of Trustees Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustee is set forth below.

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INTERESTED TRUSTEE    

Onur Erzan,#

47

(2021)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent 19 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INDEPENDENT TRUSTEES    
Garry L. Moody,##
71
(2010)
  Private Investor since prior to 2018. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, where he serves as Chairman of the Governance Committee. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Jorge A. Bermudez,##

72

(2020)

  Private Investor since prior to 2018. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.     76     Moody’s Corporation since April 2011
     

Michael J. Downey,##
79

(2010)

  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
75
(2010)
  Private Investor since prior to 2018. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     76     None
     

Jeanette W. Loeb,##
71

(2020)

  Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a director or trustee of the AB Funds since April 2020.     76    

Apollo Investment Corp. (business development company) since August 2011

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen,##

67
(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, member, Mass General Brigham Investment Committee (formerly, Partners Healthcare) (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016 and serves as Chair of the Audit Committees of such funds since February 2023.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Marshall C. Turner, Jr.##
81

(2010)

  Private Investor since prior to 2018. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.     76     None

 

*

The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

 

**

There is no stated term of office for the Trust’s Trustees.

 

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust.

 

#

Mr. Erzan is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

##

Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

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MANAGEMENT OF THE FUND (continued)

 

Officers

Certain information concerning the Fund’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

Onur Erzan
47
   President and Chief Executive Officer    See biography above.
     

Daryl Clements

55

   Vice President    Senior Vice President of the Adviser, with which he has been associated since prior to 2018.
     

Matthew J. Norton

40

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Chief Investment Officer – Municipal Bonds.
     

Andrew D. Potter

38

   Vice President    Vice President of the Adviser,** with which he has been associated since prior to 2018.
     

Nancy E. Hay

51

   Secretary    Senior Vice President and Counsel of the Adviser**, with which she has been associated since prior to 2018 and Assistant Secretary of ABI**.
     

Michael B. Reyes

46

   Senior Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Joseph J. Mantineo

64

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke

62

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2018.
     

Jennifer Friedland

49

   Chief Compliance Officer    Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.

 

*

The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**

The Adviser, ABI and ABIS are affiliates of the Trust.

The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800)-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions

 

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have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Municipal Income Shares (the “Fund”) at a meeting held in-person on November 1-3, 2022 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests a portion of its assets.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2020 and 2021 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and

 

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distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the underlying fund advised by the Adviser in which the Fund invests. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2022 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an

 

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arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by the Adviser that utilize investment strategies similar to those of the Fund.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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This page is not part of the Shareholder Report or the Financial Statements.

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Disruptors ETF

High Yield ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Low Volatility Equity ETF

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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NOTES

 

 

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NOTES

 

 

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LOGO

 

AB MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

MIS-0151-0423                 LOGO


APR    04.30.23

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ANNUAL REPORT

AB IMPACT MUNICIPAL INCOME SHARES

 

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Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We’re pleased to provide this report for AB Impact Municipal Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

 

+   

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

 

+   

Applying differentiated investment insights through a connected global research network

 

+   

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

For more information about AB’s comprehensive range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

 

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

 

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AB IMPACT MUNICIPAL INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 5, 2023

This report provides management’s discussion of fund performance for AB Impact Municipal Income Shares for the annual reporting period ended April 30, 2023. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.

NAV RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     6 Months      12 Months  
AB IMPACT MUNICIPAL INCOME SHARES      9.38%        1.20%  
Bloomberg Municipal Bond Index      7.65%        2.87%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Bloomberg Municipal Bond Index, for the six- and 12-month periods ended April 30, 2023.

For the 12-month period, the Fund underperformed the benchmark. Overall security selection detracted, relative to the benchmark, due to underweights to the not-for-profit health care and miscellaneous revenue sectors. The Fund’s duration and yield-curve positioning contributed. Other contributors included an overweight to senior living and an underweight to the tax-supported local lease sector.

For the six-month period, the Fund outperformed the benchmark. The Fund’s duration and yield-curve positioning contributed. Overweights to toll roads and not-for-profit health care contributed, while underweights to local general obligation and water & sewer detracted.

The Fund used derivatives for hedging purposes in the form of interest rate swaps, which had no material impact for the 12-month period and added to absolute performance for the six-month period, and Consumer Price Index swaps, which had no material impact on returns for either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Over the 12-month period ended April 30, 2023, the yield on a 10-Year AAA municipal bond fell to 2.35% from 2.76% and the yield on the 10-Year US Treasury rose to 3.44% from 3.00%. After-tax spreads

 

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compressed over the 12-month period, indicating municipal outperformance over Treasuries, which was largely driven by an improved technical environment toward the end of the period. Credit spreads gyrated over the course of the 12-month period as outflow pressure and rate volatility overwhelmed the market.

The underlying goals of the Fund are to make environmentally, socially and financially productive investments in historically marginalized and underserved communities to reduce gaps that exist in such areas as academic achievement, economic development or the provision of health care. Essentially, the Fund’s Senior Investment Management Team is looking to create a better tomorrow. Inherent in these goals is to make investments toward improving the quality of life for all by enhancing and promoting civic engagement, an informed citizenry, culture, and the physical and natural sciences.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security, with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2023, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity were 12.39% and 0.00%, respectively.

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in high-yielding municipal securities of any credit quality that (i) score highly on the Adviser’s environmental, social and corporate governance (“ESG”) criteria and (ii) are deemed by the Adviser to have an environmental or social impact in underserved or low socio-economic communities. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

 

(continued on next page)

 

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The Adviser evaluates each security in which the Fund invests using

both a traditional municipal bond credit analysis and a consideration of the security’s overall ESG score under the Adviser’s ESG evaluation criteria. Under this ESG evaluation, to arrive at an overall ESG score, each security is scored on environmental, social and governance factors, and the scores are weighted based on the Adviser’s assessment of the relevance of each factor within a given sector (e.g., education, health care, renewable energy and mass transit). For example, social factors are weighted more heavily in the overall ESG score for a security of an issuer in the education sector than they are for a security of an issuer in the mass transit sector, where environmental factors predominate. The Adviser regularly reviews the overall ESG scores assigned to securities under consideration for purposes of determining the securities in which to invest for the Fund.

The Adviser’s ESG evaluation is conducted on an industry sector basis and includes the use of key performance indicators that vary in materiality by sector. The Adviser’s environmental evaluation covers issues such as clean and renewable energy, climate change and water conservation. The Adviser’s social evaluation covers issues such as economic impact, high quality safety-net health care and overall community health needs, and the reduction of achievement gaps between wealthy and poor school districts. The Adviser’s governance evaluation covers issues such as stewardship of debt and capital, board governance and transparency.

The Adviser also assesses a security’s risk and return characteristics as well as a security’s impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors including the credit quality, maturity, sensitivity to interest rates and the expected after-tax returns of the security under consideration and of the Fund’s other holdings.

The Fund may invest without limit in lower-rated securities (“junk bonds”), which may include securities having the lowest rating, and in unrated securities that, in the Adviser’s judgment, would be lower-rated securities if rated. The Fund may invest in fixed-income securities with any maturity or duration. The Fund will seek to increase income for shareholders by investing in longer-maturity bonds. Consistent with its objective of seeking a higher level of income, the Fund may experience greater volatility and a higher risk of loss of principal than other municipal funds.

The Fund may also invest in tender option bond transactions (“TOBs”); forward commitments; zero-coupon municipal securities and variable-,

 

(continued on next page)

 

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floating- and inverse-floating-rate municipal securities; certain types of mortgage-related securities; and derivatives, such as options, futures contracts, forwards and swaps.

The Fund may make short sales of securities or maintain a short position, and may use other investment techniques. The Fund may use leverage for investment purposes to increase income through the use of TOBs and derivative instruments, such as interest rate swaps.

 

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Municipal Bond Index represents the performance of the long-term tax-exempt bond market consisting of investment-grade bonds. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

ESG Risk: Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and, therefore, the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria. Furthermore, “sustainability” is not a uniformly defined characteristic, and the Fund’s sustainability criteria may differ from those used by other funds. In addition, in evaluating an investment, the investment adviser is dependent upon information and data that may be incomplete, inaccurate or unavailable, which could adversely affect the analysis of the ESG and sustainability factors relevant to a particular investment.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the

 

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DISCLOSURES AND RISKS (continued)

 

yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

 

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DISCLOSURES AND RISKS (continued)

 

Below Investment-Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest-rate sensitivity, negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Leverage Risk: To the extent the Fund uses leveraging techniques, its NAV may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Fund’s investments.

Illiquid Investments Risk: Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

 

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DISCLOSURES AND RISKS (continued)

 

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (800) 227 4618. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes reinvestment of distributions and does not account for taxes.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus and/or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

9/12/20171 TO 4/30/2023

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Impact Municipal Income Shares (from 9/12/20171 to 4/30/2023) as compared with the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

1

Inception date: 9/12/2017.

 

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HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2023 (unaudited)

 

    NAV Returns  
1 Year     1.20%  
5 Years     2.59%  
Since Inception1     2.22%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2023 (unaudited)

 

    NAV Returns  
1 Year     -3.12%  
5 Years     2.50%  
Since Inception1     2.23%  

The prospectus fee table shows the fees and the total annual operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1

Inception date: 9/12/2017.

 

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EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you may incur various ongoing non-operating and extraordinary costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning
Account Value
November 1, 2022
    Ending
Account Value
April 30, 2023
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $ 1,093.80     $ – 0  –      0.00

Hypothetical**

  $ 1,000     $     1,024.79     $     – 0  –      0.00

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2023 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $542.0

 

 

 

LOGO

 

1

The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includes non-creditworthy investments such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

 

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PORTFOLIO OF INVESTMENTS

April 30, 2023

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 93.1%

 

Long-Term Municipal Bonds – 93.1%

 

Alabama – 1.6%

 

Alabama Community College System ACCS Enhancements Fee Revenue
AGM Series 2021
4.00%, 09/01/2046

   $ 3,900     $ 3,711,249  

4.00%, 09/01/2051

     5,500       5,150,324  
    

 

 

 
       8,861,573  
    

 

 

 

American Samoa – 0.1%

 

American Samoa Economic Development Authority
(Territory of American Samoa)
Series 2018
6.00%, 09/01/2023(a)

     430       429,414  
    

 

 

 

Arizona – 4.5%

 

Arizona Industrial Development Authority
Series 2021-A
4.00%, 07/01/2051

     6,875       5,624,036  

Arizona Industrial Development Authority
(Phoenix Children’s Hospital Obligated Group)
Series 2020
4.00%, 02/01/2050

     4,500       4,215,367  

5.00%, 02/01/2034

     1,300       1,471,648  

5.00%, 02/01/2035

     1,100       1,237,950  

Series 2021
4.00%, 02/01/2038

     1,400       1,408,846  

Industrial Development Authority of the County of Pima(The)
(TMC HealthCare Obligated Group)
Series 2021
4.00%, 04/01/2046

     3,500       3,219,780  

Maricopa County Industrial Development Authority
(Arizona Autism Charter Schools Obligated Group)
Series 2020
5.00%, 07/01/2040(a)

     500       483,741  

5.00%, 07/01/2050(a)

     1,175       1,072,525  

5.00%, 07/01/2054(a)

     640       576,706  

Series 2021
4.00%, 07/01/2051(a)

     1,625       1,223,190  

4.00%, 07/01/2061(a)

     5,210       3,720,278  
    

 

 

 
       24,254,067  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California – 12.8%

 

California Educational Facilities Authority
(Mount St.Mary’s University, Inc.)
Series 2018-A
5.00%, 10/01/2036

   $ 405     $ 435,360  

5.00%, 10/01/2046

     2,750       2,866,680  

California Health Facilities Financing Authority
(Children’s Hospital Los Angeles)
Series 2017-A
5.00%, 08/15/2047

     3,750       3,821,495  

California Health Facilities Financing Authority
(On Lok Senior Health Services Obligated Group)
Series 2020
5.00%, 08/01/2050

     1,000       1,020,977  

5.00%, 08/01/2055

     1,200       1,221,039  

California Health Facilities Financing Authority
(State of California Personal Income Tax Revenue)
Series 2022
4.19%, 06/01/2037

     3,390       3,215,769  

California Infrastructure & Economic Development Bank
(California Academy of Sciences)
Series 2021
4.21% (MUNIPSA + 0.35%), 08/01/2047(b)

     8,000       7,908,510  

California Infrastructure & Economic Development Bank
(California Science Center Foundation)
Series 2021
4.00%, 05/01/2046

     5,000       4,764,838  

4.00%, 05/01/2051

     5,000       4,566,679  

4.00%, 05/01/2055

     5,000       4,523,340  

California Municipal Finance Authority
(Community Health Centers of The Central Coast, Inc.)
Series 2021-A
5.00%, 12/01/2036(a)

     350       359,547  

5.00%, 12/01/2046(a)

     3,725       3,675,608  

5.00%, 12/01/2054(a)

     1,240       1,201,601  

California Municipal Finance Authority
(Healthright 360)
Series 2019-A
5.00%, 11/01/2039(a)

     1,775       1,777,887  

5.00%, 11/01/2049(a)

     3,500       3,407,439  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

California Municipal Finance Authority
(La Maestra Family Clinic, Inc.)
Series 2021
4.00%, 09/01/2046

   $ 2,960     $ 2,902,006  

4.00%, 09/01/2051

     2,745       2,656,976  

California Municipal Finance Authority
(Valley Health Team, Inc.)
Series 2021
4.00%, 07/01/2037

     1,200       1,220,103  

4.00%, 07/01/2046

     2,090       2,047,441  

4.00%, 07/01/2051

     1,945       1,880,414  

California School Finance Authority
(Bright Star Schools Obligated Group)
Series 2017
5.00%, 06/01/2037(a)

     600       586,927  

5.00%, 06/01/2054(a)

     250       224,973  

California School Finance Authority
(Downtown College Prep Obligated Group)
Series 2016
5.00%, 06/01/2051(a)

     2,500       2,302,068  

California School Finance Authority
(Ednovate Obligated Group)
Series 2018
5.00%, 06/01/2048(a)

     1,085       996,427  

5.00%, 06/01/2056(a)

     1,000       894,919  

California School Finance Authority
(Equitas Academy Obligated Group)
Series 2018-A
5.00%, 06/01/2048(a)

     3,750       3,496,346  

California School Finance Authority
(Girls Athletic Leadership Schools Los Angeles)
Series 2021
4.00%, 06/01/2041(a)

     955       755,802  

4.00%, 06/01/2051(a)

     1,000       714,171  

California School Finance Authority
(Green DOT Public Schools Obligated Group)
Series 2018
5.00%, 08/01/2038(a)

     2,000       2,044,887  

Series 2022
5.375%, 08/01/2042(a)

     1,500       1,565,768  

Coalinga-Huron Joint Unified School District
BAM Series 2018-B
5.00%, 08/01/2048

     500       526,769  
    

 

 

 
       69,582,766  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Colorado – 0.5%

 

Denver Health & Hospital Authority
Series 2019-A
4.00%, 12/01/2038

   $ 1,020     $ 934,333  

4.00%, 12/01/2039

     1,000       908,465  

4.00%, 12/01/2040

     750       674,433  
    

 

 

 
       2,517,231  
    

 

 

 

Connecticut – 1.1%

 

City of Bridgeport CT
Series 2017-A
5.00%, 11/01/2025

     525       549,728  

Series 2021-A
4.00%, 08/01/2037

     775       783,511  

4.00%, 08/01/2039

     1,000       992,569  

4.00%, 08/01/2040

     325       319,532  

BAM Series 2018-C
5.00%, 07/15/2036

     1,000       1,088,470  

5.00%, 07/15/2038

     620       667,726  

BAM Series 2019-A
5.00%, 02/01/2035

     1,500       1,662,506  
    

 

 

 
       6,064,042  
    

 

 

 

District of Columbia – 4.5%

 

District of Columbia
(Gallaudet University)
Series 2021
5.00%, 04/01/2046

     1,715       1,790,423  

5.00%, 04/01/2051

     2,635       2,731,911  

District of Columbia
(KIPP DC Obligated Group)
Series 2017-A
5.00%, 07/01/2042

     1,785       1,807,700  

Series 2017-B
5.00%, 07/01/2037

     625       641,324  

5.00%, 07/01/2042

     2,000       2,025,434  

District of Columbia
(KIPP DC Public Charter Schools)
Series 2019
4.00%, 07/01/2039

     4,275       3,965,887  

District of Columbia
(Plenary Infrastructure DC LLC State Lease)
Series 2022
5.00%, 08/31/2027

     620       645,168  

5.50%, 02/28/2035

     4,025       4,391,982  

5.50%, 02/29/2036

     1,625       1,750,391  

5.50%, 08/31/2036

     1,800       1,930,545  

5.50%, 02/28/2037

     1,850       1,954,475  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

District of Columbia Water & Sewer Authority
Series 2016-A
5.00%, 10/01/2035

   $ 820     $ 864,575  
    

 

 

 
       24,499,815  
    

 

 

 

Florida – 1.1%

 

Florida Development Finance Corp.
(United Cerebral Palsy of Central Florida, Inc.)
Series 2020
5.00%, 06/01/2040

     825       755,695  

5.00%, 06/01/2050

     3,735       3,202,395  

Pinellas County School Board
(Pinellas County School Board COP)
Series 2021-A
5.00%, 07/01/2027

     900       986,092  

5.00%, 07/01/2030

     1,000       1,156,355  
    

 

 

 
       6,100,537  
    

 

 

 

Illinois – 6.2%

 

Chicago Transit Authority
(Chicago Transit Authority Sales Tax)
Series 2017
5.00%, 12/01/2051

     5,085       5,179,289  

Chicago Transit Authority Sales Tax Receipts Fund
Series 2014
5.25%, 12/01/2049

     5,000       5,073,584  

Series 2020-A
5.00%, 12/01/2045

     6,010       6,228,487  

Series 2022-A
4.00%, 12/01/2049

     4,190       3,906,326  

Cook County Community College District No. 508
Series 2013
5.25%, 12/01/2043

     605       605,886  

BAM Series 2017
5.00%, 12/01/2047

     620       645,323  

Illinois Finance Authority
(Lawndale Educational & Regional Network Charter School Obligated Group)
Series 2021
4.00%, 11/01/2041

     750       679,735  

4.00%, 11/01/2051

     2,000       1,691,718  

4.00%, 11/01/2056

     2,250       1,851,281  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Illinois Finance Authority
(University of Illinois)

    

Series 2020
4.00%, 10/01/2040

   $ 615     $ 544,716  

4.00%, 10/01/2050

     6,505       5,422,123  

4.00%, 10/01/2055

     2,000       1,630,298  
    

 

 

 
       33,458,766  
    

 

 

 

Indiana – 0.6%

 

Muncie Sanitary District
AGM Series 2021-A
5.00%, 01/01/2029

     685       757,131  

5.00%, 07/01/2029

     600       668,994  

5.00%, 01/01/2030

     1,000       1,121,599  

5.00%, 07/01/2030

     420       474,529  
    

 

 

 
       3,022,253  
    

 

 

 

Kansas – 0.1%

 

Seward County Unified School District No. 480 Liberal
Series 2017-B
5.00%, 09/01/2028 (Pre-refunded/ETM)

     555       582,186  
    

 

 

 

Louisiana – 0.5%

 

Tangipahoa Parish Hospital Service District No. 1
Series 2021
4.00%, 02/01/2041

     1,500       1,415,240  

4.00%, 02/01/2042

     1,500       1,390,763  
    

 

 

 
       2,806,003  
    

 

 

 

Maryland – 3.3%

 

Maryland Economic Development Corp.
(Bowie State University)
Series 2020
4.00%, 07/01/2050

     1,200       1,027,453  

Maryland Economic Development Corp.
(Maryland Economic Development Corp. Morgan View & Thurgood Marshall Student Hsg)
Series 2022
5.00%, 07/01/2033

     1,895       2,045,129  

5.00%, 07/01/2034

     1,840       1,974,069  

Maryland Economic Development Corp.
(Morgan State University)
Series 2020
5.00%, 07/01/2050

     2,500       2,507,877  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Maryland Economic Development Corp.
(Purple Line Transit Partners LLC)
Series 2022
5.25%, 06/30/2055

   $ 10,000     $ 10,114,961  
    

 

 

 
       17,669,489  
    

 

 

 

Massachusetts – 3.8%

 

Massachusetts Development Finance Agency
(Boston Medical Center Corp. Obligated Group)
Series 2015-D
5.00%, 07/01/2044

     7,415       7,496,436  

Series 2016-E
5.00%, 07/01/2037

     765       779,201  

Series 2017-F
5.00%, 07/01/2030

     1,475       1,581,016  

Series 2023
5.25%, 07/01/2048

     2,720       2,901,455  

Massachusetts Development Finance Agency
(Tufts Medicine Obligated Group)
Series 2019-A
5.00%, 07/01/2036

     1,765       1,809,698  

5.00%, 07/01/2039

     2,250       2,263,031  

5.00%, 07/01/2044

     1,645       1,626,055  

AGM Series 2020-C
4.00%, 10/01/2045

     1,090       1,049,615  

Massachusetts Development Finance Agency
(WGBH Educational Foundation)
Series 2017-A
4.00%, 01/01/2032

     825       867,113  
    

 

 

 
       20,373,620  
    

 

 

 

Michigan – 9.6%

 

Center Line Public Schools
Series 2018
5.00%, 05/01/2038

     895       965,708  

City of Detroit MI
Series 2018
5.00%, 04/01/2026

     585       599,049  

5.00%, 04/01/2027

     500       518,190  

5.00%, 04/01/2032

     770       801,004  

5.00%, 04/01/2033

     180       187,023  

5.00%, 04/01/2034

     1,255       1,298,877  

5.00%, 04/01/2035

     1,000       1,029,948  

5.00%, 04/01/2036

     700       714,809  

5.00%, 04/01/2037

     1,100       1,115,666  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2021-A
4.00%, 04/01/2040

   $ 1,050     $ 932,135  

5.00%, 04/01/2033

     1,125       1,184,712  

5.00%, 04/01/2036

     1,200       1,238,383  

5.00%, 04/01/2039

     1,175       1,191,017  

5.00%, 04/01/2050

     3,650       3,516,827  

Detroit City School District
Series 2020-A
5.00%, 05/01/2036

     1,145       1,277,353  

5.00%, 05/01/2037

     1,150       1,271,161  

5.00%, 05/01/2039

     1,645       1,790,540  

5.00%, 05/01/2040

     1,000       1,080,142  

Downriver Utility Wastewater Authority
AGM Series 2018
5.00%, 04/01/2043

     1,515       1,599,240  

Ferris State University
Series 2019-A
5.00%, 10/01/2024

     2,000       2,050,567  

5.00%, 10/01/2025

     2,000       2,086,262  

5.00%, 10/01/2026

     2,185       2,326,472  

Flint Hospital Building Authority
(Hurley Medical Center)
Series 2020
4.00%, 07/01/2041

     3,500       2,991,969  

5.00%, 07/01/2031

     2,405       2,624,165  

Flint Public Library
AGM Series 2020
3.00%, 05/01/2029

     1,085       1,077,294  

3.00%, 05/01/2030

     1,175       1,165,895  

Grand Rapids Public Schools
AGM Series 2017
5.00%, 05/01/2027

     200       215,779  

AGM Series 2019
5.00%, 11/01/2040

     1,800       1,930,834  

Great Lakes Water Authority Water Supply System Revenue
Series 2016-B
5.00%, 07/01/2046

     1,225       1,262,583  

Series 2016-C
5.00%, 07/01/2026

     695       742,874  

Series 2020-B
5.00%, 07/01/2045

     1,350       1,435,204  

5.00%, 07/01/2049

     1,300       1,369,888  

Series 2022-A
5.00%, 07/01/2037

     1,000       1,125,579  

5.00%, 07/01/2038

     1,215       1,348,385  

5.25%, 07/01/2039

     1,925       2,143,869  

5.25%, 07/01/2040

     735       817,991  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Michigan Finance Authority
(Great Lakes Water Authority Water Supply System Revenue)
AGM Series 2014
5.00%, 07/01/2023

   $ 3,000     $ 3,006,276  
    

 

 

 
       52,033,670  
    

 

 

 

Minnesota – 0.6%

 

City of Minneapolis MN
(Hennepin Schools)
Series 2021-A
4.00%, 07/01/2056

     3,000       2,124,094  

Housing & Redevelopment Authority of The City of St.Paul Minnesota
(Metro Deaf School)
Series 2018-A
5.00%, 06/15/2048(a)

     1,000       910,780  
    

 

 

 
       3,034,874  
    

 

 

 

Missouri – 0.0%

 

St. Louis Community College District
Series 2017
4.00%, 04/01/2035

     200       205,757  
    

 

 

 

New Jersey – 5.0%

 

Essex County Improvement Authority
(North Star Academy Charter School of Newark, Inc.)
Series 2020
4.00%, 07/15/2040(a)

     1,600       1,465,241  

4.00%, 07/15/2050(a)

     3,260       2,750,371  

New Jersey Economic Development Authority
(Foundation Academy Charter School A NJ Nonprofit Corp.)
Series 2018-A
5.00%, 07/01/2050

     1,000       978,912  

New Jersey Economic Development Authority
(New Jersey Economic Development Authority State Lease)
Series 2023
5.185%, 03/01/2030

     1,500       1,529,606  

5.198%, 03/01/2031

     1,500       1,527,354  

New Jersey Economic Development Authority
(New Jersey Transit Corp. State Lease)
Series 2020
4.00%, 11/01/2044

     5,500       5,330,882  

5.00%, 11/01/2044

     6,925       7,310,089  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Economic Development Authority
(North Star Academy Charter School of Newark, Inc.)
Series 2017
5.00%, 07/15/2047

   $ 1,175     $ 1,183,581  

New Jersey Economic Development Authority
(Seeing Eye, Inc. (The))
Series 2015
5.00%, 03/01/2025

     3,205       3,311,827  

New Jersey Economic Development Authority
(State of New Jersey Division of Property Management & Construction Lease)
Series 2018-C
5.00%, 06/15/2027

     645       692,141  

5.00%, 06/15/2042

     1,000       1,043,396  
    

 

 

 
       27,123,400  
    

 

 

 

New York – 13.7%

 

Buffalo Sewer Authority
Series 2021
1.75%, 06/15/2049(c)

     2,000       1,353,998  

Build NYC Resource Corp.
(Academic Leadership Charter School)
Series 2021
4.00%, 06/15/2031

     200       198,255  

4.00%, 06/15/2036

     385       364,521  

Build NYC Resource Corp.
(Children’s Aid Society (The))
Series 2019
4.00%, 07/01/2044

     550       532,318  

4.00%, 07/01/2049

     600       563,088  

Build NYC Resource Corp.
(Classical Charter School, Inc.)
Series 2023
4.75%, 06/15/2058

     760       726,197  

Build NYC Resource Corp.
(East Harlem Scholars Academy Charter School Obligated Group)
Series 2022
5.75%, 06/01/2062(a)

     4,500       4,536,157  

Build NYC Resource Corp.
(Global Community Charter School)
Series 2022
4.00%, 06/15/2032

     500       479,639  

5.00%, 06/15/2042

     850       829,509  

5.00%, 06/15/2052

     1,520       1,437,561  

5.00%, 06/15/2057

     1,300       1,205,937  

 

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AB IMPACT MUNICIPAL INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Build NYC Resource Corp.
(Inwood Academy for Leadership Charter School)
Series 2018-A
5.50%, 05/01/2048(a)

   $ 500     $ 494,642  

Build NYC Resource Corp.
(Kipp NYC Public Charter Schools)
Series 2023
5.25%, 07/01/2062

     2,000       2,027,384  

Build NYC Resource Corp.
(Metropolitan Lighthouse Charter School)
Series 2017
5.00%, 06/01/2052(a)

     2,260       2,045,376  

Series 2017-A
5.00%, 06/01/2047(a)

     725       666,039  

City of Buffalo NY
Series 2021-B
5.00%, 04/01/2026

     2,025       2,158,984  

Metropolitan Transportation Authority
Series 2014-D
5.00%, 11/15/2039

     4,000       4,021,327  

Series 2017-C
5.00%, 11/15/2026

     5,710       5,987,575  

5.00%, 11/15/2029

     1,165       1,248,999  

5.00%, 11/15/2033

     1,000       1,066,746  

Series 2018-B
5.00%, 11/15/2026

     2,160       2,265,002  

Series 2020-C
4.75%, 11/15/2045

     12,085       12,316,387  

Series 2020-E
4.00%, 11/15/2045

     4,250       4,009,644  

5.00%, 11/15/2030

     5,000       5,430,803  

5.00%, 11/15/2032

     4,500       4,962,611  

Series 2021-A
4.00%, 11/15/2042

     7,500       7,136,174  

Series 2021-D
3.546% (SOFR + 0.33%), 11/01/2035(b)

     1,795       1,777,469  

Monroe County Industrial Development Corp./NY
(True North Rochester Prep Charter School)
Series 2020
5.00%, 06/01/2040(a)

     1,265       1,284,213  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New York State Dormitory Authority
(Montefiore Obligated Group)
AGM Series 2020
3.00%, 09/01/2050

   $ 2,000     $ 1,455,800  

Series 2018
5.00%, 08/01/2032

     375       368,386  

5.00%, 08/01/2034

     750       732,400  

Series 2020
4.00%, 09/01/2045

     500       402,255  
    

 

 

 
       74,085,396  
    

 

 

 

North Carolina – 1.5%

 

North Carolina Central University
Series 2019
4.00%, 04/01/2049

     2,270       2,128,809  

5.00%, 04/01/2044

     2,500       2,598,512  

University of North Carolina at Greensboro
Series 2014
5.00%, 04/01/2039

     3,440       3,484,932  
    

 

 

 
       8,212,253  
    

 

 

 

Ohio – 2.4%

 

American Municipal Power, Inc.
(American Municipal Power Solar Electricity Prepayment Revenue)
Series 2019
5.00%, 02/15/2044

     2,150       2,254,405  

Cleveland-Cuyahoga County Port Authority
(Cleveland Museum of Natural History (The))
Series 2021
4.00%, 07/01/2051

     1,100       952,069  

County of Cuyahoga OH
(MetroHealth System (The))
Series 2017
5.00%, 02/15/2042

     4,365       4,401,841  

5.25%, 02/15/2047

     1,500       1,518,647  

County of Darke OH
(Wayne Hospital Co. Obligated Group)
Series 2019-A
5.00%, 09/01/2049

     690       640,022  

Ohio Higher Educational Facility Commission
(Ashtabula County Medical Center Obligated Group)
Series 2022
5.25%, 01/01/2041

     2,000       2,100,965  

5.25%, 01/01/2052

     1,000       1,025,324  
    

 

 

 
       12,893,273  
    

 

 

 

 

abfunds.com  

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Oklahoma – 1.8%

 

Oklahoma Development Finance Authority
(OU Medicine Obligated Group)
Series 2018-B
5.00%, 08/15/2033

   $ 2,000     $ 1,935,616  

5.50%, 08/15/2057

     3,365       3,102,734  

Series 2022-A
5.50%, 08/15/2041

     5,000       4,865,909  
    

 

 

 
       9,904,259  
    

 

 

 

Oregon – 0.2%

 

Tri-County Metropolitan Transportation District of Oregon
Series 2017-A
5.00%, 10/01/2026

     865       927,985  

Series 2018-A
5.00%, 10/01/2029

     250       275,503  
    

 

 

 
       1,203,488  
    

 

 

 

Pennsylvania – 7.0%

 

Capital Region Water Water Revenue
Series 2018
5.00%, 07/15/2025

     1,000       1,042,698  

5.00%, 07/15/2026

     510       543,204  

City of Philadelphia PA Water & Wastewater Revenue
Series 2018-A
5.00%, 10/01/2048

     3,050       3,197,495  

Series 2019-B
5.00%, 11/01/2049

     3,095       3,260,648  

Series 2020-A
5.00%, 11/01/2045

     5,000       5,321,802  

Delaware County Authority
(Elwyn Obligated Group)
Series 2017
5.00%, 06/01/2037

     825       737,868  

Hospitals & Higher Education Facilities Authority of Philadelphia (The)
(Temple University Health System Obligated Group)
Series 2017
5.00%, 07/01/2032

     885       920,638  

5.00%, 07/01/2034

     230       238,028  

AGM Series 2022
4.00%, 07/01/2040

     4,475       4,302,507  

 

26    |    AB IMPACT MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Philadelphia Authority for Industrial Development
(City of Philadelphia PA)
AGM Series 2017
5.00%, 12/01/2035

   $ 200     $ 218,028  

Series 2018
5.00%, 05/01/2036

     1,620       1,743,092  

5.00%, 05/01/2037

     1,390       1,485,400  

5.00%, 05/01/2038

     1,000       1,064,762  

Philadelphia Authority for Industrial Development
(Russell Byers Charter School)
Series 2020
5.00%, 05/01/2040

     2,100       2,046,057  

Pittsburgh Water & Sewer Authority
AGM Series 2019-A
5.00%, 09/01/2044

     2,000       2,136,253  

AGM Series 2020-B
4.00%, 09/01/2045

     2,250       2,252,137  

4.00%, 09/01/2050

     2,500       2,472,224  

School District of the City of Erie (The)
AGM Series 2019-A
5.00%, 04/01/2031

     405       449,621  

AGM Series 2019-C
5.00%, 04/01/2028

     1,850       2,022,010  

5.00%, 04/01/2029

     1,000       1,109,870  

Wilkes-Barre Area School District/PA
BAM Series 2019
5.00%, 04/15/2059

     1,620       1,676,349  
    

 

 

 
       38,240,691  
    

 

 

 

Rhode Island – 2.9%

 

Providence Public Building Authority
(City of Providence RI Lease)
AGM Series 2020-A
5.00%, 09/15/2030

     2,890       3,193,779  

5.00%, 09/15/2031

     5,110       5,645,335  

Rhode Island Health and Educational Building Corp.
(City of Providence RI)
BAM Series 2021-D
4.00%, 05/15/2038

     2,930       2,981,527  

4.00%, 05/15/2040

     1,375       1,390,051  

4.00%, 05/15/2041

     2,485       2,505,756  
    

 

 

 
       15,716,448  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Texas – 0.6%

 

Brownsville Independent School District
Series 2017
5.00%, 08/15/2023

   $ 750     $ 753,898  

City of Mission TX
BAM Series 2021
5.00%, 02/15/2028

     1,000       1,091,182  

5.00%, 02/15/2029

     1,000       1,106,697  

El Paso County Hospital District
Series 2017
5.00%, 08/15/2037

     370       379,835  
    

 

 

 
       3,331,612  
    

 

 

 

Utah – 0.7%

 

Ogden City School District Municipal Building Authority
(Ogden City School District)
Series 2018
5.00%, 01/15/2038

     3,490       3,703,601  
    

 

 

 

Washington – 0.7%

 

Pend Oreille County Public Utility District No. 1 Box Canyon
Series 2018
5.00%, 01/01/2044

     3,600       3,677,944  
    

 

 

 

West Virginia – 1.3%

 

Morgantown Utility Board, Inc.
Series 2018-B
5.00%, 12/01/2043

     2,555       2,700,243  

West Virginia Hospital Finance Authority
(West Virginia United Health System Obligated Group)
Series 2016-A
4.00%, 06/01/2031

     2,800       2,836,681  

Series 2017-A
5.00%, 06/01/2047

     1,775       1,794,880  
    

 

 

 
       7,331,804  
    

 

 

 

Wisconsin – 4.4%

 

City of Milwaukee WI Sewerage System Revenue
Series 2021-S
5.00%, 06/01/2030

     1,000       1,136,018  

5.00%, 06/01/2031

     1,000       1,152,892  

Milwaukee Redevelopment Authority
(Milwaukee Public Schools Lease)
Series 2017
5.00%, 11/15/2025

     200       210,440  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin Health & Educational Facilities Authority
(Hmong American Peace Academy Ltd.)
Series 2020
5.00%, 03/15/2050

   $ 3,520     $ 3,512,311  

Wisconsin Public Finance Authority
(Bancroft Neurohealth Obligated Group)
Series 2016
5.125%, 06/01/2048(a)

     4,430       3,899,186  

Wisconsin Public Finance Authority
(NC A&T Real Estate Foundation LLC)
Series 2019
5.00%, 06/01/2044

     6,315       5,991,455  

Wisconsin Public Finance Authority
(Scotland Health Care System Obligated Group)
Series 2021-A
4.00%, 10/01/2047

     8,255       7,889,725  
    

 

 

 
       23,792,027  
    

 

 

 

Total Municipal Obligations
(cost $547,179,795)

       504,712,259  
 

 

 

 
    

CORPORATES - INVESTMENT GRADE – 2.1%

    

Industrial – 1.2%

 

Consumer Cyclical - Other – 0.5%

 

Conservation Fund A Nonprofit Corp. (The)
Series 2019
3.474%, 12/15/2029

     3,267       2,849,281  
    

 

 

 

Other Industrial – 0.5%

 

Howard University
Series 2020
1.991%, 10/01/2025

     1,000       924,590  

2.291%, 10/01/2026

     1,000       913,050  

2.516%, 10/01/2025

     1,000       938,590  
    

 

 

 
       2,776,230  
    

 

 

 

Services – 0.2%

 

Bush Foundation
2.754%, 10/01/2050

     1,000       709,360  
    

 

 

 
       6,334,871  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

Company    Principal
Amount
(000)
    U.S. $ Value  

 

 

Financial Institutions – 0.9%

 

Finance – 0.9%

 

BlueHub Loan Fund, Inc.
Series 2020
3.099%, 01/01/2030

   $ 1,000     $ 842,515  

Low Income Investment Fund
Series 2019
3.711%, 07/01/2029

     5,000       4,359,924  
    

 

 

 
       5,202,439  
    

 

 

 

Total Corporates - Investment Grade
(cost $13,267,000)

       11,537,310  
 

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 3.2%

    

Investment Companies – 3.2%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 4.74%(d)(e)(f)
(cost $17,239,215)

     17,239,215       17,239,215  
    

 

 

 

Total Investments – 98.4%
(cost $577,686,010)

       533,488,784  

Other assets less liabilities – 1.6%

       8,540,834  
    

 

 

 

Net Assets – 100.0%

     $ 542,029,618  
    

 

 

 

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note C)

 

                Rate Type                      
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     3,750       01/15/2025     4.028%   CPI#   Maturity   $ 114,384     $ – 0  –    $ 114,384  
USD     2,800       01/15/2027     CPI#   3.466%   Maturity     (93,224     (5,671     (87,553
USD     19,100       01/15/2029     CPI#   3.735%   Maturity     160,261       – 0  –      160,261  
USD     17,000       01/15/2030     2.650%   CPI#   Maturity     1,366,128       – 0  –      1,366,128  
USD     7,500       01/15/2031     2.782%   CPI#   Maturity     488,884       – 0  –      488,884  
USD     4,400       01/15/2031     2.989%   CPI#   Maturity     194,930       – 0  –      194,930  
USD     5,570       01/15/2032     CPI#   3.064%   Maturity     (167,539     – 0  –      (167,539
USD     5,180       04/15/2032     CPI#   2.971%   Maturity     (189,220     – 0  –      (189,220
           

 

 

   

 

 

   

 

 

 
            $  1,874,604     $  (5,671   $  1,880,275  
           

 

 

   

 

 

   

 

 

 

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

 

30    |    AB IMPACT MUNICIPAL INCOME SHARES

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PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                      
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     27,200       04/15/2028     1 Day
SOFR
  3.424%   Annual   $ 89,705     $ – 0  –    $ 89,705  
USD     34,000       04/15/2032     3.069%   1 Day
SOFR
  Annual     331,153       – 0  –      331,153  
USD     29,000       04/15/2032     3.283%   1 Day
SOFR
  Annual      (199,771     – 0  –       (199,771
USD     9,100       04/15/2032     3.283%   1 Day
SOFR
  Annual     (63,040     – 0  –      (63,040
USD     6,000       04/15/2032     3.065%   1 Day
SOFR
  Annual     60,070       – 0  –      60,070  
           

 

 

   

 

 

   

 

 

 
            $ 218,117     $       – 0  –    $ 218,117  
           

 

 

   

 

 

   

 

 

 

 

(a)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At April 30, 2023, the aggregate market value of these securities amounted to $49,562,229 or 9.1% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2023.

 

(c)

Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2023.

 

(d)

Affiliated investments.

 

(e)

The rate shown represents the 7-day yield as of period end.

 

(f)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

As of April 30, 2023, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 12.4% and 0.0%, respectively.

Glossary:

AGM – Assured Guaranty Municipal

BAM – Build American Mutual

COP – Certificate of Participation

CPI – Consumer Price Index

DOT – Department of Transportation

ETM – Escrowed to Maturity

MUNIPSA – SIFMA Municipal Swap Index

SOFR – Secured Overnight Financing Rate

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

April 30, 2023

 

Assets

 

Investments in securities, at value

 

Unaffiliated issuers (cost $560,446,795)

   $ 516,249,569  

Affiliated issuers (cost $17,239,215)

     17,239,215  

Cash

     36,445  

Cash collateral due from broker

     3,088,711  

Interest receivable

     7,508,124  

Receivable for shares of beneficial interest sold

     2,170,054  

Affiliated dividends receivable

     52,918  

Receivable due from Adviser

     1,176  
  

 

 

 

Total assets

     546,346,212  
  

 

 

 
Liabilities

 

Payable for investment securities purchased

     2,505,747  

Dividends payable

     1,542,216  

Payable for variation margin on centrally cleared swaps

     268,631  
  

 

 

 

Total liabilities

     4,316,594  
  

 

 

 

Net Assets

   $ 542,029,618  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 568  

Additional paid-in capital

     588,602,143  

Accumulated loss

     (46,573,093
  

 

 

 

Net Assets

   $     542,029,618  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 56,790,700 common shares outstanding)

   $ 9.54  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2023

 

Investment Income

 

Interest

   $     16,967,076     

Dividends—Affiliated issuers

     370,952     

Other income(a)

     14,165     
  

 

 

    

Total investment income

      $ 17,352,193  
  

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (5,329,585

Swaps

        10,259,587  

Net change in unrealized appreciation (depreciation) of:

     

Investments

        (7,186,761

Swaps

        (8,312,725
     

 

 

 

Net loss on investment transactions

            (10,569,484
     

 

 

 

Net Increase in Net Assets from Operations

      $ 6,782,709  
  

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2023
    Year Ended
April 30,
2022
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 17,352,193     $ 13,124,584  

Net realized gain (loss) on investment transactions

     4,930,002       (7,699,767

Net change in unrealized appreciation (depreciation) of investments

     (15,499,486     (51,368,884
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     6,782,709       (45,944,067

Distribution to Shareholders

     (18,103,095     (12,908,351
Transactions in Shares of Beneficial Interest     

Net increase

     36,418,562       117,602,750  
  

 

 

   

 

 

 

Total increase

     25,098,176       58,750,332  
Net Assets

 

Beginning of period

     516,931,442       458,181,110  
  

 

 

   

 

 

 

End of period

   $     542,029,618     $     516,931,442  
  

 

 

   

 

 

 

See notes to financial statements.

 

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NOTES TO FINANCIAL STATEMENTS

April 30, 2023

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Impact Municipal Income Shares (the “Fund”).

Shares of the Fund are offered exclusively to holders of accounts established under wrap fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Trust’s Board of Trustees (the “Board”). Pursuant to these procedures, the Adviser serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more

 

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AB IMPACT MUNICIPAL INCOME SHARES    |    35


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

 

Long-Term Municipal Bonds

  $ – 0  –    $ 504,712,259     $ – 0  –    $ 504,712,259  

Corporates – Investment Grade

    – 0  –      11,537,310       – 0  –      11,537,310  

Short-Term Investments

    17,239,215       – 0  –      – 0  –      17,239,215  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    17,239,215       516,249,569       – 0  –      533,488,784  

Other Financial Instruments(a):

       

Assets:

 

Centrally Cleared Inflation (CPI) Swaps

    – 0  –      2,324,587       – 0  –      2,324,587 (b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      480,928       – 0  –      480,928 (b) 

Liabilities:

 

Centrally Cleared Inflation (CPI) Swaps

    – 0  –      (449,983     – 0  –      (449,983 )(b) 

Centrally Cleared Interest Rate Swaps

    – 0  –      (262,811     – 0  –      (262,811 )(b) 
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   17,239,215     $   518,342,290     $   – 0  –    $   535,581,505  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(b)

Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

 

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In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Fund’s financial statements.

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the advisory agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides

 

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that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at their net asset value without any sales charge. The Fund does not pay a fee for this service. The Underwriter is a wholly owned subsidiary of the Adviser.

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2023, such reimbursement amounted to $14,165.

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2023 is as follows:

 

Fund

  Market Value
4/30/22
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/23
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     20,057     $     137,910     $     140,728     $     17,239     $     371  

 

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NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2023 were as follows:

 

     Purchases     Sales  

Investment securities (excluding
U.S. government securities)

   $     74,858,463     $     40,524,825  

U.S. government securities

     – 0  –      – 0  – 

The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $     577,686,010  
  

 

 

 

Gross unrealized appreciation

   $ 3,724,013  

Gross unrealized depreciation

     (45,856,189
  

 

 

 

Net unrealized depreciation

   $ (42,132,176
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the

 

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Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

 

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Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2023, the Fund held interest rate swaps for hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the year ended April 30, 2023, the Fund held inflation (CPI) swaps for hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted

 

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and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the year ended April 30, 2023, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

  

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

  

Receivable for variation margin on centrally cleared swaps

 

$

2,805,515

 

Payable for variation margin on centrally cleared swaps

 

$

707,123

    

 

 

     

 

 

 

Total

     $     2,805,515       $     707,123  
    

 

 

     

 

 

 

 

*

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

Derivative Type

 

Location of Gain
or (Loss) on
Derivatives
Within Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps   $ 10,259,587     $ (8,312,725
   

 

 

   

 

 

 

Total

    $     10,259,587     $     (8,312,725
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2023:

 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $     99,730,769  

Centrally Cleared Inflation Swaps:

  

Average notional amount

   $ 65,300,000  

 

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NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

             
     Shares           Amount        
     Year Ended
April 30,
2023
     Year Ended
April 30,
2022
          Year Ended
April 30,
2023
    Year Ended
April 30,
2022
       
  

 

 

   

Shares sold

     12,946,016        17,035,551       $ 122,901,840     $ 182,792,266    

 

   

Shares issued in reinvestment of dividends

     (191      – 0  –        (1,665     – 0  –   

 

   

Shares redeemed

     (9,128,310      (6,075,323       (86,481,613     (65,189,516  

 

   

Net increase

     3,817,515        10,960,228       $ 36,418,562     $ 117,602,750    

 

   

NOTE E

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

ESG Risk—Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and, therefore, the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria. Furthermore, “sustainability” is not a uniformly defined characteristic, and the Fund’s sustainability criteria may differ from those used by other funds. In addition, in evaluating an investment, the investment adviser is dependent upon information and data that may be incomplete, inaccurate or unavailable, which could adversely affect the analysis of the ESG and sustainability factors relevant to a particular investment.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the

 

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possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities.

Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds,

 

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would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

Below Investment-Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments, interest rate sensitivity, negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall, and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

 

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Illiquid Investments Risk—Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

LIBOR Transition and Associated Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that utilize the London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In 2017, the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. As announced by the FCA and LIBOR’s administrator, ICE Benchmark Administration, most LIBOR settings (which reflect LIBOR rates quoted in different currencies over various time periods) have not been published since the end of 2021, but the most widely used U.S. Dollar LIBOR settings are expected to continue to be published until June 30, 2023. However, banks were strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market and has been used increasingly on a voluntary basis in new instruments and transactions. In addition, on March 15, 2022, the Adjustable Interest Rate Act was signed into law. This law provides a statutory fallback mechanism to replace LIBOR with a benchmark rate that is selected by the Federal Reserve Board and based on SOFR for certain contracts that reference LIBOR without adequate fallback provisions. On

 

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December 16, 2022, the Federal Reserve Board adopted regulations implementing the law by identifying benchmark rates based on SOFR that will replace LIBOR in different categories of financial contracts after June 30, 2023. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.

The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or NAV. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

 

 

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NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2023.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2023 and April 30, 2022 were as follows:

 

     2023      2022  

Distributions paid from:

     

Ordinary income

   $ 1,651,825      $ 846,774  
  

 

 

    

 

 

 

Total taxable distributions

     1,651,825        846,774  

Tax exempt income

     16,451,270        12,061,577  
  

 

 

    

 

 

 

Total distributions paid

   $     18,103,095      $     12,908,351  
  

 

 

    

 

 

 

As of April 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $     1,539,108  

Accumulated capital and other losses

     (4,437,809 )(a)

Unrealized appreciation (depreciation)

     (42,132,176 )(b) 
  

 

 

 

Total accumulated earnings (deficit)

   $     (45,030,877 )(c) 
  

 

 

 

 

(a)

As of April 30, 2023, the Fund had a net capital loss carryforward of $4,437,809. During the fiscal year, the Fund utilized $4,378,997 of capital loss carry forwards to offset current year net realized gains.

 

(b)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax treatment of swaps.

 

(c)

The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to dividends payable.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2023, the Fund had a net short-term capital loss carryforward of $4,437,809, which may be carried forward for an indefinite period.

During the current fiscal year, there were no permanent differences that resulted in adjustments to accumulated loss or additional paid-in capital.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE H

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

 

    Year Ended April 30,  
    2023     2022     2021     2020     2019  
 

 

 

 

Net asset value, beginning of period

    $  9.76       $  10.91       $  9.91       $  10.19       $  9.79  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .31       .28       .31       .33       .33  

Net realized and unrealized gain (loss) on investment transactions

    (.20     (1.16     1.00       (.27     .40  

Contributions from Affiliates

    – 0  –      – 0  –      .00 (b)      – 0  –      – 0  – 
 

 

 

 

Net increase (decrease) in net asset value from operations

    .11       (.88     1.31       .06       .73  
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.33     (.27     (.31     (.34     (.33
 

 

 

 

Net asset value, end of period

    $  9.54       $  9.76       $  10.91       $  9.91       $  10.19  
 

 

 

 

Total Return

         

Total investment return based on net asset value(c)

    1.20     (8.23 )%      13.32     .40     7.56

Ratios/Supplemental Data

         

Net assets, end of period (000’s omitted)

    $542,030       $516,931       $458,181       $245,297       $132,964  

Ratio to average net assets of:

         

Net investment income

    3.32     2.59     2.88     3.18     3.35

Portfolio turnover rate

    8     13     14     2     23

 

(a)

Based on average shares outstanding.

 

(b)

Amount is less than $.005.

 

(c)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Trustees of

AB Impact Municipal Income Shares

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Impact Municipal Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

June 26, 2023

 

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BOARD OF TRUSTEES

 

Garry Moody(1),
Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Onur Erzan, President and

Chief Executive Officer

  

Nancy P. Jacklin(1)

Jeanette W. Loeb(1)

Carol C. McMullen(1)

Marshall C. Turner, Jr.(1)

OFFICERS

Matthew J. Norton(2), Vice President

Marc Uy(2), Vice President

Nancy E. Hay, Secretary

Michael B. Reyes, Senior Vice President

  

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Jennifer Friedland, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
One Congress Street, Suite 1
Boston, MA 02114

 

Principal Underwriter

AllianceBernstein Investments, Inc.
501 Commerce Street
Nashville, TN 37203

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West

New York, NY 10001

Transfer Agent

AllianceBernstein Investor Services, Inc.

P.O. Box 786003
San Antonio, TX 78278
Toll-Free (800) 221-5672

       

 

1

Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Municipal Impact Investment Team. Messrs. Norton and Uy are the investment professionals primarily responsible for the day-to-day management of the Fund’s Portfolio.

 

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MANAGEMENT OF THE FUND

 

Board of Trustees Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustee is set forth below.

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INTERESTED TRUSTEE      

Onur Erzan,#

47

(2021)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent 19 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.     76     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES    
Garry Moody,##
Chairman of the Board
71
(2017)
  Private Investor since prior to 2018. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, where he serves as Chairman of the Governance Committee. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES
(continued)
   
Jorge A. Bermudez,##
72
(2020)
  Private Investor since prior to 2018. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.     76     Moody’s Corporation since April 2011
     

Michael J. Downey,##
79

(2017)

  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 until 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
75
(2017)
  Private Investor since prior to 2018. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     76     None
     
Jeanette W. Loeb,##
71
(2020)
  Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a director or trustee of the AB Funds since April 2020.     76     Apollo Investment Corp. (business development company) since August 2011

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen,##

67
(2017)

 

Managing Director of Slalom Consulting (consulting) since 2014, private investor and

a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, member, Mass General Brigham Investment Committee (formerly, Partners Healthcare) (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016 and serves as Chair of the Audit Committees of such funds since February 2023.

    76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Marshall C. Turner, Jr.,##
81
(2017)
  Private Investor since prior to 2018. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.     76     None

 

*

The address for each of the Company’s independent Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department – Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

 

**

There is no stated term of office for the Trustees.

 

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust.

 

#

Mr. Erzan is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

##

Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

 

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MANAGEMENT OF THE FUND (continued)

 

Officer Information

Certain information concerning the Fund’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST 5 YEARS

Onur Erzan

47

   President and Chief Executive Officer    See biography above.
     

Marc Uy

42

   Vice President    Vice President of the Adviser**, with which he has been associated in a substantially similar capacity since prior to 2018.
     

Matthew J. Norton

40

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Chief Investment Officer — Municipal Bonds.
     

Nancy E. Hay

51

   Secretary    Senior Vice President and Counsel of the Adviser**, with which she has been associated since prior to 2018 and Assistant Secretary of ABI**.
     

Michael B. Reyes

46

   Senior Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Joseph J. Mantineo

64

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke

62

   Controller    Vice President of ABIS**, with which she has been associated since prior to         .
     

Jennifer Friedland

49

   Chief Compliance Officer    Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.

 

*

The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**

The Adviser, ABI and ABIS are affiliates of the Trust.

The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800) 227-4618, or visit, www.abfunds.com. for a free prospectus or SAI.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended,

 

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and has operated effectively since its inception. No material exceptions have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Impact Municipal Income Shares (the “Fund”) at a meeting held in-person on November 1-3, 2022 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests a portion of its assets.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Fund. The directors noted that the Adviser from time to time reviews the Fund’s investment strategies and from time to time proposes changes intended to improve the Fund’s relative or absolute performance for the directors’ consideration. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2020 and 2021 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and

 

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distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund was not unreasonable.

Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1- and 3-year periods ended July 31, 2022 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an

 

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arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by the Adviser that utilize investment strategies similar to those of the Fund.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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This page is not part of the Shareholder Report or the Financial Statements.

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Disruptors ETF

High Yield ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Low Volatility Equity ETF

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

 

AB IMPACT MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

IMISH-0151-0423                 LOGO


APR    04.30.23

LOGO

ANNUAL REPORT

AB TAX-AWARE REAL RETURN INCOME SHARES

 

LOGO

 


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

This shareholder report must be preceded or accompanied by the Fund’s prospectus for individuals who are not current shareholders of the Fund.

You may obtain a description of the Fund’s proxy voting policies and procedures, and information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AB’s website at www.abfunds.com, or go to the Securities and Exchange Commission’s (the “Commission”) website at www.sec.gov, or call AB at (800) 227 4618.

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

AllianceBernstein Investments, Inc. (ABI) is the distributor of the AB family of mutual funds. ABI is a member of FINRA and is an affiliate of AllianceBernstein L.P., the Adviser of the funds.

The [A/B] logo is a registered service mark of AllianceBernstein and AllianceBernstein® is a registered service mark used by permission of the owner, AllianceBernstein L.P.


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

We’re pleased to provide this report for AB Tax-Aware Real Return Income Shares (the “Fund”). Please review the discussion of Fund performance, the market conditions during the reporting period and the Fund’s investment strategy.

At AB, we’re striving to help our clients achieve better outcomes by:

 

+   

Fostering diverse perspectives that give us a distinctive approach to navigating global capital markets

 

+   

Applying differentiated investment insights through a connected global research network

 

+   

Embracing innovation to design better ways to invest and leading-edge mutual-fund solutions

Whether you’re an individual investor or a multibillion-dollar institution, we’re putting our knowledge and experience to work for you every day.

For more information about AB’s comprehensive range of products and shareholder resources, please log on to www.abfunds.com.

Thank you for your investment in AB mutual funds—and for placing your trust in our firm.

Sincerely,

 

LOGO

Onur Erzan

President and Chief Executive Officer, AB Mutual Funds

 

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ANNUAL REPORT

 

June 13, 2023

This report provides management’s discussion of fund performance for AB Tax-Aware Real Return Income Shares for the annual reporting period ended April 30, 2023. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The investment objective of the Fund is to maximize real after-tax return for investors subject to federal income taxation.

NAV RETURNS AS OF APRIL 30, 2023 (unaudited)

 

     6 Months      12 Months  
AB TAX-AWARE REAL RETURN INCOME SHARES      3.70%        -4.42%  
Bloomberg 1-10 Year TIPS Index      3.70%        -1.82%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared with its benchmark, the Bloomberg 1-10 Year Treasury Inflation Protected Securities (“TIPS”) Index, for the six- and 12-month periods ended April 30, 2023.

For the 12-month period, the Fund underperformed the benchmark. Yield-curve positioning, an overweight to credit and an allocation to municipal bonds detracted, relative to the benchmark. An allocation to 1-10 Year TIPS detracted from overall performance.

For the six-month period, the Fund performed in line with the benchmark. An allocation to 1-10 Year TIPS and credit contributed, while yield-curve positioning detracted from overall performance.

The Fund used derivatives for hedging purposes in the form of interest rate swaps, Consumer Price Index (“CPI”) swaps, and total return swaps. The use of interest rate swaps had no material impact for either period, while CPI swaps and total return swaps detracted from absolute performance over the six-month period and added over the 12-month period.

MARKET REVIEW AND INVESTMENT STRATEGY

Over the 12-month period ended April 30, 2023, the yield on a 10-Year AAA municipal bond fell to 2.35% from 2.76%, and the yield on the 10-Year US Treasury rose to 3.44% from 3.00%. After-tax spreads compressed over 12-month period, indicating municipal outperformance over Treasuries, which was largely driven by an improved technical environment toward the end of the period. Credit spreads gyrated over the course of the 12-month period as outflow pressure and rate volatility overwhelmed the market.

 

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The Fund’s Senior Investment Management Team (the “Team”) continues to focus on real after-tax return by investing in municipal bonds that generate income exempt from federal income taxes. In seeking to manage volatility and interest-rate risk, the Team focuses on intermediate-term bonds and seeks to provide inflation protection by entering inflation swap agreements or investing in other inflation-protected instruments.

INVESTMENT POLICIES

The Fund seeks real after-tax return for investors who are subject to federal income taxes. Real return is the rate of return after adjusting for inflation. The Fund pursues its objective by investing primarily in municipal securities that pay interest exempt from federal taxation and by using inflation protection derivatives instruments. Municipal securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

The Fund may invest in fixed-income securities with any maturity or duration. The Fund may also invest without limit in fixed-income securities that are rated below investment grade (commonly known as “junk bonds”).

The Adviser selects securities for purchase or sale based on its assessment of the securities’ risk and return characteristics as well as the securities’ impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors, including the credit quality and sensitivity to interest rates of the securities under consideration and of the Fund’s other holdings.

The Fund may make significant use of derivatives, including swaps, futures, options and forwards. To provide inflation protection, the Fund will enter into various kinds of inflation swap agreements. The Fund may use other inflation-protected instruments. Payments to the Fund pursuant to swaps will result in taxable income, either ordinary income or capital gains, rather than income exempt from federal taxation. The Fund may at times seek a substantial amount of inflation protection and, consequently, may generate substantial taxable income. It is expected that the Fund’s primary use of derivatives will be for the purposes of inflation protection.

The Fund may also invest in forward commitments; zero-coupon municipal securities and variable-, floating- and inverse-floating-rate municipal securities; and certain types of mortgage-related securities.

The Fund may utilize leverage for investment purposes through the use of tender option bond transactions (“TOBs”). The Adviser will consider the impact of TOBs, swaps and other derivatives in making its assessments of the Fund’s risks. The resulting exposures to markets, sectors, issuers or specific securities will be continuously monitored by the Adviser.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg 1-10 Year TIPS Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg 1-10 Year TIPS Index represents the performance of US Treasury inflation-indexed securities with maturities between one and 10 years. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk: An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Below Investment-Grade Securities Risk: Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) tend to have a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments and negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

 

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DISCLOSURES AND RISKS (continued)

 

Duration Risk: Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the US federal income tax treatment of certain types of municipal securities.

Inflation Risk: This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Derivatives Risk: Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the

 

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DISCLOSURES AND RISKS (continued)

 

party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Leverage Risk: To the extent the Fund uses leveraging techniques, such as TOBs, its net asset value (“NAV”) may be more volatile because leverage tends to exaggerate the effect of changes in interest rates and any increase or decrease in the value of the Fund’s investments.

Illiquid Investments Risk: Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

These risks are fully discussed in the Fund’s prospectus. As with all investments, you may lose money by investing in the Fund.

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (800) 227 4618. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes reinvestment of distributions and does not account for taxes. The Fund commenced investment operations on May 2, 2011, and continued operations through March 20, 2014, the date on which all shares of the Fund were redeemed. Between March 20, 2014, and November 12, 2019, the Fund did not conduct investment operations. The Fund resumed investment operations on November 13, 2019. The performance information shown is only for the current activation period. Because the Fund has had periods in which it was not conducting investment operations, its performance is not comparable to the performance of other mutual funds.

 

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DISCLOSURES AND RISKS (continued)

 

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus and/or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AllianceBernstein Investments representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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HISTORICAL PERFORMANCE

 

GROWTH OF A $10,000 INVESTMENT IN THE FUND (unaudited)

11/12/20191 TO 4/30/2023

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Tax-Aware Real Return Income Shares (from 11/12/20191 to 4/30/2023) as compared with the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

1

Current activation date: 11/12/2019.

 

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HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2023 (unaudited)

 

    NAV Returns  
1 Year     -4.42%  
Since Inception1     7.09%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2023 (unaudited)

 

    NAV Returns  
1 Year     -3.26%  
Since Inception1     7.60%  

The prospectus fee table shows the fees and the total annual operating expenses of the Fund as 0.00% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1

Current activation date: 11/12/2019.

 

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EXPENSE EXAMPLE

(unaudited)

 

As a shareholder of the Fund, you may incur various ongoing non-operating and extraordinary costs. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period as indicated below.

Actual Expenses

The table below provides information about actual account values and actual expenses. You may use the information, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The table below also provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds by comparing this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), or contingent deferred sales charges on redemptions. Therefore, the hypothetical example is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

    Beginning
Account Value
November 1, 2022
    Ending
Account Value
April 30, 2023
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $ 1,000     $ 1,037.00     $     – 0 –       0.00

Hypothetical**

  $     1,000     $     1,024.79     $ – 0 –       0.00

 

*

Expenses are equal to the Fund’s annualized expense ratio, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). The Fund’s operating expenses are borne by the Adviser or its affiliates.

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2023 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $8.2

 

 

 

LOGO

 

1

The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includes non-creditworthy investments, such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

 

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PORTFOLIO OF INVESTMENTS

April 30, 2023

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 82.3%

    

Long-Term Municipal Bonds – 82.3%

    

Alaska – 5.5%

    

Alaska Industrial Development & Export Authority
(Greater Fairbanks Community Hospital Foundation Obligated Group)
Series 2019
4.00%, 04/01/2033

   $ 445     $ 452,399  
    

 

 

 

Arizona – 3.6%

    

City of Phoenix Civic Improvement Corp.
(Phoenix Sky Harbor International Airport)
Series 2019-B
5.00%, 07/01/2033

     275       299,994  
    

 

 

 

Colorado – 4.4%

    

Weld County School District No. RE-2 Eaton
Series 2019
5.00%, 12/01/2027

     325       359,815  
    

 

 

 

Connecticut – 10.8%

    

City of New Haven CT
Series 2017-A
5.25%, 08/01/2026

     70       74,275  

Connecticut State Health & Educational Facilities Authority
(Hartford HealthCare Obligated Group)
Series 2020-A
5.00%, 07/01/2034

     515       563,786  

State of Connecticut
Series 2020-A
5.00%, 01/15/2031

     215       247,904  
    

 

 

 
       885,965  
    

 

 

 

District of Columbia – 4.0%

    

District of Columbia
(District of Columbia Fed Hwy Grant)
Series 2020
5.00%, 12/01/2031

     290       331,795  
    

 

 

 

Florida – 4.4%

    

Capital Projects Finance Authority/FL
(CAPFA Capital Corp. 2000F)
Series 2020-A
5.00%, 10/01/2033

     250       259,553  

Greater Orlando Aviation Authority
Series 2019-A
5.00%, 10/01/2027

     95       102,258  
    

 

 

 
       361,811  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Idaho – 3.6%

    

Idaho Health Facilities Authority
(St Luke’s Health System Ltd. Obligated Group/ID)
Series 2018-C
3.72%, 03/01/2048(a)

   $ 300     $ 300,000  
    

 

 

 

Illinois – 8.3%

    

Illinois Finance Authority
(Illinois Institute of Technology)
Series 2019
5.00%, 09/01/2032

     100       99,301  

Sales Tax Securitization Corp.
Series 2020-A
5.00%, 01/01/2026

     270       282,637  

State of Illinois
Series 2018-A
5.00%, 10/01/2025

     295       305,467  
    

 

 

 
       687,405  
    

 

 

 

Kentucky – 11.9%

    

City of Ashland KY
(Ashland Hospital Corp. Obligated Group)
Series 2019
5.00%, 02/01/2027

     100       105,122  

Kentucky Public Energy Authority
(Morgan Stanley)
Series 2019-C
4.00%, 02/01/2050

     570       570,595  

Louisville/Jefferson County Metropolitan Government
(Norton Healthcare Obligated Group)
Series 2020-A
4.00%, 10/01/2040

     320       301,128  
    

 

 

 
       976,845  
    

 

 

 

Louisiana – 1.2%

    

Parish of St. James LA
(NuStar Logistics LP)
Series 2020
5.85%, 08/01/2041(b)

     100       102,549  
    

 

 

 

Michigan – 2.2%

    

Michigan State University
Series 2019-C
5.00%, 08/15/2032

     160       180,520  
    

 

 

 

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey – 4.5%

    

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Trust Fund Authority State Lease)
Series 2019
5.00%, 12/15/2031

   $ 330     $ 367,190  
    

 

 

 

New York – 1.9%

    

Metropolitan Transportation Authority
Series 2020-C
4.75%, 11/15/2045

     150       152,872  
    

 

 

 

Ohio – 2.0%

    

Buckeye Tobacco Settlement Financing Authority
Series 2020-A
5.00%, 06/01/2034

     150       162,911  
    

 

 

 

Other – 1.0%

    

Federal Home Loan Mortgage Corp. Multifamily VRD Certificates
(FHLMC Multifamily VRD Certificates)
2.65%, 06/15/2036(b)

     100       83,951  
    

 

 

 

Pennsylvania – 3.6%

    

City of Philadelphia PA
Series 2019-B
5.00%, 02/01/2030

     155       174,753  

Commonwealth Financing Authority
(Commonwealth Financing Authority State Lease)
Series 2018
5.00%, 06/01/2025

     120       124,093  
    

 

 

 
       298,846  
    

 

 

 

Texas – 2.2%

    

City of Houston TX Airport System Revenue
(United Airlines, Inc.)
Series 2014
5.00%, 07/01/2029

     100       100,280  

Port Beaumont Navigation District
(Jefferson Railport Terminal II LLC)
Series 2020
3.625%, 01/01/2035(b)

     100       79,695  
    

 

 

 
       179,975  
    

 

 

 

Virginia – 2.4%

    

Virginia College Building Authority
(Virginia College Building Authority State Lease)
Series 2019
5.00%, 02/01/2026

     190       201,538  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

West Virginia – 4.2%

    

State of West Virginia
Series 2019
5.00%, 06/01/2027

   $ 315     $ 345,376  
    

 

 

 

Wisconsin – 0.6%

    

UMA Education, Inc.
Series 2019
5.00%, 10/01/2034(b)

     50       48,434  
    

 

 

 

Total Municipal Obligations
(cost $7,172,099)

       6,780,191  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 11.2%

    

Investment Companies – 11.2%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 4.74%(c)(d)(e)
(cost $918,563)

     918,563       918,563  
    

 

 

 

Total Investments – 93.5%
(cost $8,090,662)

       7,698,754  

Other assets less liabilities – 6.5%

       535,057  
    

 

 

 

Net Assets – 100.0%

     $ 8,233,811  
    

 

 

 

CENTRALLY CLEARED INFLATION (CPI) SWAPS (see Note C)

 

               

Rate Type

                     
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
 

Payment

Frequency

Paid/

Received

  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     900       12/24/2024     1.846%   CPI#   Maturity   $ 103,226     $ – 0  –    $ 103,226  
USD     2,000       02/10/2027     1.755%   CPI#   Maturity     263,069       – 0  –      263,069  
USD     750       03/02/2029     2.623%   CPI#   Maturity     (1,580     – 0  –      (1,580
USD     2,350       12/24/2029     1.978%   CPI#   Maturity     314,284       – 0  –      314,284  
           

 

 

   

 

 

   

 

 

 
  $   678,999     $   – 0  –    $   678,999  
 

 

 

   

 

 

   

 

 

 

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

INFLATION (CPI) SWAPS (see Note C)

 

                     

Rate Type

                     

Swap

Counterparty

  Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
 

Payment

Frequency

Paid/

Received

  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 

JPMorgan Chase Bank, NA

    USD       1,000       04/29/2036     2.498%   CPI#   Maturity   $   80,549     $   – 0  –    $   80,549  

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

               

Rate Type

                     
Notional
Amount
(000)
    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
 

Payment
Frequency

Paid/
Received

  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation
(Depreciation)
 
USD     6,060       02/01/2025     4.283%   1 Day SOFR   Annual   $ (1,707   $ – 0  –    $ (1,707
USD     7,010       02/01/2028     3.469%   1 Day SOFR   Annual     (11,633     – 0  –      (11,633
USD     2,830       02/01/2033     3.250%   1 Day SOFR   Annual     (7,394     – 0  –      (7,394
           

 

 

   

 

 

   

 

 

 
  $   (20,734   $   – 0  –    $   (20,734
 

 

 

   

 

 

   

 

 

 

TOTAL RETURN SWAPS (see Note C)

 

Counterparty &
Referenced Obligation
 

Rate

Paid/

Received

   

Payment

Frequency

   

Current

Notional

(000)

   

Maturity

Date

    Unrealized
Appreciation
(Depreciation)
 

Receive Total Return on Reference Obligation

 

   

Barclays Bank PLC

           

Barclays Capital US Inflation Linked Bonds 1 to 10 Year

    1 Day SOFR       Maturity       USD       5,148       04/01/2024     $     105,682  

Barclays Capital US Inflation Linked Bonds 1 to 10 Year

    1 Day SOFR       Maturity       USD       8,516       04/24/2024     $ (29,538
           

 

 

 
            $ 76,144  
           

 

 

 

 

(a)

Variable Rate Demand Notes are instruments whose interest rates change on a specific date (such as coupon date or interest payment date) or whose interest rates vary with changes in a designated base rate (such as the prime interest rate). This instrument is payable on demand and is secured by letters of credit or other credit support agreements from major banks.

 

(b)

Security is exempt from registration under Rule 144A or Regulation S of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration. At April 30, 2023, the aggregate market value of these securities amounted to $314,629 or 3.8% of net assets.

 

(c)

Affiliated investments.

 

(d)

The rate shown represents the 7-day yield as of period end.

 

(e)

To obtain a copy of the fund’s shareholder report, please go to the Securities and Exchange Commission’s website at www.sec.gov, or call AB at (800) 227-4618.

Glossary:

CPI – Consumer Price Index

SOFR – Secured Overnight Financing Rate

See notes to financial statements.

 

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STATEMENT OF ASSETS & LIABILITIES

April 30, 2023

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $7,172,099)

   $ 6,780,191  

Affiliated issuers (cost $918,563)

     918,563  

Cash collateral due from broker

     642,752  

Unrealized appreciation on total return swaps

     105,682  

Unrealized appreciation on inflation swaps

     80,549  

Interest receivable

     80,502  

Affiliated dividends receivable

     2,609  

Receivable due from Adviser

     36  
  

 

 

 

Total assets

     8,610,884  
  

 

 

 
Liabilities

 

Due to custodian

     294,706  

Payable for variation margin on centrally cleared swaps

     44,788  

Unrealized depreciation on total return swaps

     29,538  

Dividends payable

     8,041  
  

 

 

 

Total liabilities

     377,073  
  

 

 

 

Net Assets

   $ 8,233,811  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 8  

Additional paid-in capital

     7,333,203  

Distributable earnings

     900,600  
  

 

 

 

Net Assets

   $     8,233,811  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 788,239 common shares outstanding)

   $ 10.45  
  

 

 

 

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2023

 

Investment Income      

Interest

   $     127,581     

Dividends—Affiliated issuers

     30,977     

Other income(a)

     1,296     
  

 

 

    

Total investment income

      $ 159,854  
     

 

 

 
Expenses      

Bank overdraft expense

     473     
  

 

 

    

Total expenses

        473  
     

 

 

 

Net investment income

        159,381  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (60,901

Swaps

        432,525  

Net change in unrealized appreciation (depreciation) of:

     

Investments

        108,216  

Swaps

            (1,082,942
     

 

 

 

Net loss on investment transactions

        (603,102
     

 

 

 

Net Decrease in Net Assets from Operations

      $ (443,721
     

 

 

 

 

(a)

Other income includes a reimbursement for investment in affiliated issuer (see Note B).

See notes to financial statements.

 

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STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2023
    Year Ended
April 30,
2022
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 159,381     $ 270,765  

Net realized gain on investment transactions

     371,624       885,622  

Net change in unrealized appreciation (depreciation) of investments

     (974,726     1,076,017  
  

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

     (443,721     2,232,404  

Distribution to Shareholders

     (750,968     (2,009,794
Transactions in Shares of Beneficial Interest     

Net decrease

     (471,402     (10,955,389
  

 

 

   

 

 

 

Total decrease

         (1,666,091         (10,732,779
Net Assets     

Beginning of period

     9,899,902       20,632,681  
  

 

 

   

 

 

 

End of period

   $ 8,233,811     $ 9,899,902  
  

 

 

   

 

 

 

See notes to financial statements.

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    19


 

NOTES TO FINANCIAL STATEMENTS

April 30, 2023

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust, which is a Massachusetts Business Trust, operates as a “series” company currently offering five separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares, AB Impact Municipal Income Shares and AB Tax-Aware Real Return Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Tax-Aware Real Return Income Shares (the “Fund”).

Shares of the Fund are offered exclusively to holders of accounts established under wrap-fee programs sponsored and maintained by certain registered investment advisers approved by AllianceBernstein L.P. (the “Adviser”). The Fund’s shares may be purchased at the relevant net asset value without a sales charge or other fee. The financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”), which require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statements and amounts of income and expenses during the reporting period. Actual results could differ from those estimates. The Fund is an investment company under U.S. GAAP and follows the accounting and reporting guidance applicable to investment companies. The following is a summary of significant accounting policies followed by the Fund.

1. Security Valuation

Portfolio securities are valued at market value determined on the basis of market quotations or, if market quotations are not readily available or are unreliable, at “fair value” as determined in accordance with procedures approved by and under the oversight of the Trust’s Board of Trustees (the “Board”). Pursuant to these procedures, AllianceBernstein L.P. (the “Adviser”) serves as the Fund’s valuation designee pursuant to Rule 2a-5 of the 1940 Act. In this capacity, the Adviser is responsible, among other things, for making all fair value determinations relating to the Fund’s portfolio investments, subject to the Board’s oversight.

In general, the market values of securities which are readily available and deemed reliable are determined as follows: securities listed on a national securities exchange (other than securities listed on the NASDAQ Stock Market, Inc. (“NASDAQ”)) or on a foreign securities exchange are valued at the last sale price at the close of the exchange or foreign securities exchange. If there has been no sale on such day, the securities are valued at the last traded price from the previous day. Securities listed on more

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

than one exchange are valued by reference to the principal exchange on which the securities are traded; securities listed only on NASDAQ are valued in accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Factors the Committee will consider include, but are not limited to, an impairment of the creditworthiness of the issuer or material changes in interest rates. Fixed-income securities, including mortgage-backed and asset-backed securities, may be valued on the basis of prices provided by a pricing service or at a price obtained from one or more of the major broker-dealers. In cases where broker-dealer quotes are obtained, the Adviser may establish procedures whereby changes in market yields or spreads are used to adjust, on a daily basis, a recently obtained quoted price on a security. Swaps and other derivatives are valued daily, primarily using independent pricing services, independent pricing models using market inputs, as well as third party broker-dealers or counterparties. Open-end mutual funds are valued at the closing net asset value per share, while exchange traded funds are valued at the closing market price per share.

Securities for which market quotations are not readily available (including restricted securities) or are deemed unreliable are valued at fair value as deemed appropriate by the Adviser. Factors considered in making this determination may include, but are not limited to, information obtained by contacting the issuer, analysts, analysis of the issuer’s financial statements or other available documents. In addition, the Fund may use fair value pricing for securities primarily traded in non-U.S. markets because most foreign markets close well before the Fund values its securities at 4:00 p.m., Eastern Time. The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

value of those securities. To account for this, the Fund generally values many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available.

2. Fair Value Measurements

In accordance with U.S. GAAP regarding fair value measurements, fair value is defined as the price that the Fund would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability (including those valued based on their market values as described in Note A.1 above). Inputs may be observable or unobservable and refer broadly to the assumptions that market participants would use in pricing the asset or liability. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Fund. Unobservable inputs reflect the Fund’s own assumptions about the assumptions that market participants would use in pricing the asset or liability based on the best information available in the circumstances. Each investment is assigned a level based upon the observability of the inputs which are significant to the overall valuation. The three-tier hierarchy of inputs is summarized below.

 

   

Level 1—quoted prices in active markets for identical investments

   

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.)

   

Level 3—significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)

The fair value of debt instruments, such as bonds, and over-the-counter derivatives is generally based on market price quotations, recently executed market transactions (where observable) or industry recognized modeling techniques and are generally classified as Level 2. Pricing vendor inputs to Level 2 valuations may include quoted prices for similar investments in active markets, interest rate curves, coupon rates, currency rates, yield curves, option adjusted spreads, default rates, credit spreads and other unique security features in order to estimate the relevant cash flows which are then discounted to calculate fair values. If these inputs are unobservable and significant to the fair value, these investments will be classified as Level 3.

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate issuer specific data with relevant yield/spread comparisons with more widely quoted bonds with similar key characteristics. Those investments for which there are observable inputs are classified as Level 2. Where the inputs are not observable, the investments are classified as Level 3.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023:

 

Investments in
Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

 

Long-Term Municipal Bonds

   $ – 0  –     $ 6,780,191     $ – 0  –    $ 6,780,191  

Short-Term Investments

     918,563       – 0  –      – 0  –      918,563  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     918,563       6,780,191       – 0  –      7,698,754  

Other Financial Instruments(a):

      

Assets:

        

Centrally Cleared Inflation (CPI) Swaps

     – 0  –       680,579       – 0  –      680,579 (b) 

Inflation (CPI) Swaps

     – 0  –       80,549       – 0  –      80,549  

Total Return Swaps

     – 0  –       105,682       – 0  –      105,682  

Liabilities:

        

Centrally Cleared Inflation (CPI) Swaps

     – 0  –       (1,580     – 0  –      (1,580 )(b) 

Centrally Cleared Interest Rate Swaps

     – 0  –       (20,734     – 0  –      (20,734 )(b) 

Total Return Swaps

     – 0  –       (29,538     – 0  –      (29,538
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $   918,563     $   7,595,149     $   – 0  –    $   8,513,712  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

Other financial instruments are derivative instruments, such as futures, forwards and swaps, which are valued at the unrealized appreciation (depreciation) on the instrument. Other financial instruments may also include swaps with upfront premiums, written options and written swaptions which are valued at market value.

 

(b)

Only variation margin receivable (payable) at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments. Where applicable, centrally cleared swaps with upfront premiums are presented here at market value.

3. Taxes

It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if any, to shareholders. Therefore, no provisions for federal income or excise taxes are required.

In accordance with U.S. GAAP requirements regarding accounting for uncertainties in income taxes, management has analyzed the Fund’s tax positions taken or expected to be taken on federal and state income tax returns for all open tax years (the current tax year) and has concluded that no provision for income tax is required in the Fund’s financial statements.

 

abfunds.com  

AB TAX-AWARE REAL RETURN INCOME SHARES    |    23


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. Non-cash dividends, if any, are recorded on the ex-dividend date at the fair value of the securities received. The Fund amortizes premiums and accretes discounts as adjustments to interest income. The Fund accounts for distributions received from REIT investments or from regulated investment companies as dividend income, realized gain, or return of capital based on information provided by the REIT or the investment company.

5. Dividends and Distributions

Dividends and distributions to shareholders, if any, are recorded on the ex-dividend date. Income dividends and capital gains distributions are determined in accordance with federal tax regulations and may differ from those determined in accordance with U.S. GAAP. To the extent these differences are permanent, such amounts are reclassified within the capital accounts based on their federal tax basis treatment; temporary differences do not require such reclassification.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Advisory Agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

The Fund has entered into a distribution agreement with AllianceBernstein Investments, Inc., the Fund’s principal underwriter (the “Underwriter”), to permit the Underwriter to distribute the Fund’s shares, which are sold at

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

their net asset value without any sales charge. The Fund does not pay a fee for this service. The Underwriter is a wholly owned subsidiary of the Adviser.

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. The Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2023, such reimbursement amounted to $1,296.

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2023 is as follows:

 

Fund

   Market Value
4/30/22
(000)
     Purchases
at Cost
(000)
     Sales
Proceeds
(000)
     Market Value
4/30/23
(000)
     Dividend
Income
(000)
 

Government Money Market Portfolio

   $     2,209      $     7,683      $     8,973      $     919      $     31  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2023 were as follows:

 

     Purchases     Sales  

Investment securities (excluding
U.S. government securities)

   $     304,910     $     780,375  

U.S. government securities

     – 0  –      – 0  – 

 

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The cost of investments for federal income tax purposes, gross unrealized appreciation and unrealized depreciation are as follows:

 

Cost

   $     8,090,662  
  

 

 

 

Gross unrealized appreciation

   $ 890,583  

Gross unrealized depreciation

     (457,597
  

 

 

 

Net unrealized appreciation

   $ 432,986  
  

 

 

 

1. Derivative Financial Instruments

The Fund may use derivatives in an effort to earn income and enhance returns, to replace more traditional direct investments, to obtain exposure to otherwise inaccessible markets (collectively, “investment purposes”), or to hedge or adjust the risk profile of its portfolio.

The principal types of derivatives utilized by the Fund, as well as the methods in which they may be used are:

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk, equity markets or currencies. A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

Risks may arise as a result of the failure of the counterparty to the swap to comply with the terms of the swap. The loss incurred by the failure of a counterparty is generally limited to the net interim payment to be received by the Fund, and/or the termination value at the end of the contract. Therefore, the Fund considers the creditworthiness of each counterparty to a swap in evaluating potential counterparty risk. This risk is mitigated by having a netting arrangement between the Fund and the counterparty and by the posting of collateral by the counterparty to the Fund to cover the Fund’s exposure to the counterparty. Additionally, risks may arise from unanticipated movements in interest rates or in the value of the underlying securities. The Fund accrues for the interim payments on swaps on a daily basis, with the net amount recorded within unrealized appreciation/depreciation of swaps on the statement of assets and liabilities, where applicable. Once the interim payments are settled in cash, the net amount is recorded as realized gain/(loss) on

 

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swaps on the statement of operations, in addition to any realized gain/(loss) recorded upon the termination of swaps. Upfront premiums paid or received for swaps are recognized as cost or proceeds on the statement of assets and liabilities and are amortized on a straight line basis over the life of the contract. Amortized upfront premiums are included in net realized gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

Certain standardized swaps, including certain interest rate swaps and credit default swaps, are (or soon will be) subject to mandatory central clearing. Cleared swaps are transacted through futures commission merchants (“FCMs”) that are members of central clearinghouses, with the clearinghouse serving as central counterparty, similar to transactions in futures contracts. Centralized clearing will be required for additional categories of swaps on a phased-in basis based on requirements published by the Securities and Exchange Commission and Commodity Futures Trading Commission.

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in the value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund as unrealized gains or losses. Risks may arise from the potential inability of a counterparty to meet the terms of the contract. The credit/counterparty risk for centrally cleared swaps is generally less than non-centrally cleared swaps, since the clearinghouse, which is the issuer or counterparty to each centrally cleared swap, has robust risk mitigation standards, including the requirement to provide initial and variation margin. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the time it was closed.

Interest Rate Swaps:

The Fund is subject to interest rate risk exposure in the normal course of pursuing its investment objectives. Because the Fund holds fixed rate bonds, the value of these bonds may decrease if interest rates rise. To help hedge against this risk and to maintain its ability to generate income at prevailing market rates, the Fund may enter into interest rate swaps. Interest rate swaps are agreements between two parties to exchange cash flows based on a notional amount. The

 

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Fund may elect to pay a fixed rate and receive a floating rate, or, receive a fixed rate and pay a floating rate on a notional amount.

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by the Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2023, the Fund held interest rate swaps for hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the year ended April 30, 2023, the Fund held inflation (CPI) swaps for hedging purposes.

Total Return Swaps:

The Fund may enter into total return swaps in order to take a “long” or “short” position with respect to an underlying referenced asset. The Fund is subject to market price volatility of the underlying referenced asset. A total return swap involves commitments to pay interest in exchange for a market linked return based on a notional amount. To the extent that the total return of the security, group of securities or index underlying the transaction exceeds or falls short of the offsetting interest obligation, the Fund will receive a payment from or make a payment to the counterparty.

During the year ended April 30, 2023, the Fund held total return swaps for hedging purposes.

The Fund typically enters into International Swaps and Derivatives Association, Inc. Master Agreements (“ISDA Master Agreement”) with its OTC

 

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derivative contract counterparties in order to, among other things, reduce its credit risk to OTC counterparties. ISDA Master Agreements include provisions for general obligations, representations, collateral and events of default or termination. Under an ISDA Master Agreement, the Fund typically may offset with the OTC counterparty certain derivative financial instruments’ payables and/or receivables with collateral held and/or posted and create one single net payment (close-out netting) in the event of default or termination. In the event of a default by an OTC counterparty, the return of collateral with market value in excess of the Fund’s net liability, held by the defaulting party, may be delayed or denied.

The Fund’s ISDA Master Agreements may contain provisions for early termination of OTC derivative transactions in the event the net assets of the Fund decline below specific levels (“net asset contingent features”). If these levels are triggered, the Fund’s OTC counterparty has the right to terminate such transaction and require the Fund to pay or receive a settlement amount in connection with the terminated transaction. If OTC derivatives were held at period end, please refer to netting arrangements by the OTC counterparty table below for additional details.

During the year ended April 30, 2023, the Fund had entered into the following derivatives:

 

   

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

      
Receivable for variation margin on centrally cleared swaps
 

$

680,579

      
Payable for variation margin on centrally cleared swaps
 

$

22,314

Interest rate contracts

      
Unrealized appreciation on inflation swaps
   
    
80,549

 
   

Interest rate contracts

      
Unrealized appreciation on total return swaps
   
    
105,682

 
      
Unrealized depreciation on total return swaps
   
    
29,538

 
   

 

 

     

 

 

 

Total

    $     866,810       $     51,852  
   

 

 

     

 

 

 

 

*

Only variation margin receivable/payable at period end is reported within the statement of assets and liabilities. This amount reflects cumulative unrealized appreciation (depreciation) on futures and centrally cleared swaps as reported in the portfolio of investments.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Derivative Type

 

Location of Gain
or (Loss) on
Derivatives Within
Statement of
Operations

  Realized Gain
or (Loss) on
Derivatives
    Change in
Unrealized
Appreciation or
(Depreciation)
 

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation (depreciation) of swaps   $ 432,525     $ (1,082,942
   

 

 

   

 

 

 

Total

    $     432,525     $     (1,082,942
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2023:

 

Inflation Swaps:

  

Average notional amount

   $ 1,000,000  

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 15,117,692  

Centrally Cleared Inflation Swaps:

  

Average notional amount

   $ 7,730,769  

Total Return Swaps:

  

Average notional amount

   $     14,561,538  

For financial reporting purposes, the Fund does not offset derivative assets and derivative liabilities that are subject to netting arrangements in the statement of assets and liabilities.

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2023. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

  Derivative
Assets
Subject to a
MA
    Derivatives
Available
for Offset
    Cash
Collateral
Received*
    Security
Collateral
Received*
    Net Amount
of Derivative
Assets
 

Barclays Bank PLC

  $ 105,682     $ (29,538   $ – 0  –    $ – 0  –    $ 76,144  

JPMorgan Chase Bank, NA

    80,549       – 0  –      – 0  –      – 0  –      80,549  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     186,231     $     (29,538   $     – 0  –    $     – 0  –    $     156,693
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Counterparty

  Derivative
Liabilities
Subject to a
MA
    Derivatives
Available
for Offset
    Cash
Collateral
Pledged*
    Security
Collateral
Pledged*
    Net Amount
of Derivative
Liabilities
 

Barclays Bank PLC

  $ 29,538     $ (29,538   $ – 0  –    $ – 0  –    $     – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     29,538     $     (29,538   $     – 0  –    $     – 0  –    $ 0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

The actual collateral received/pledged may be more than the amount reported due to over-collateralization.

 

^

Net amount represents the net receivable/payable that would be due from/to the counterparty in the event of default or termination. The net amount from OTC financial derivative instruments can only be netted across transactions governed under the same master agreement with the same counterparty.

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
     Year Ended
April 30,
2023
   

Year Ended
April 30,

2022

         

Year Ended
April 30,

2023

   

Year Ended
April 30,

2022

       
  

 

 

   

Shares sold

     34,989       217,371       $ 379,122     $ 2,537,515    

 

   

Shares redeemed

     (75,931     (1,170,884       (850,524     (13,492,904  

 

   

Net decrease

     (40,942     (953,513     $ (471,402   $ (10,955,389  

 

   

NOTE E

Risks Involved in Investing in the Fund

Market Risk—The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events, including public health crises (including the occurrence of a contagious disease or illness) and regional and global conflicts, that affect large portions of the market.

Credit Risk—An issuer or guarantor of a fixed-income security, or the counterparty to a derivatives or other contract, may be unable or unwilling to make timely payments of interest or principal, or to otherwise honor its obligations. The issuer or guarantor may default, causing a loss of the full principal amount of a security and any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Interest-Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations. The Fund may be subject to a greater risk of rising interest rates than would normally be the case due to the end of a recent period of historically low rates and the effect of potential central bank monetary policy, and government fiscal policy, initiatives and resulting market reactions to those initiatives.

Below Investment-Grade Securities Risk—Investments in fixed-income securities with lower ratings (commonly known as “junk bonds”) are subject to a higher probability that an issuer will default or fail to meet its payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate developments and negative perceptions of the junk bond market generally and may be more difficult to trade than other types of securities.

Duration Risk—Duration is a measure that relates the expected price volatility of a fixed-income security to changes in interest rates. The duration of a fixed-income security may be shorter than or equal to full maturity of a fixed-income security. Fixed-income securities with longer durations have more risk and will decrease in price as interest rates rise.

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, public health crises, uncertainties related to the tax status of municipal securities, and the rights of investors in these securities. To the extent that the Fund invests more of its assets in a particular state’s municipal securities, the Fund may be vulnerable to events adversely affecting that state, including economic, political and regulatory occurrences, court decisions, terrorism, public health crises (including the occurrence of a contagious disease or illness) and catastrophic natural disasters, such as hurricanes, fires or earthquakes. For example, the novel coronavirus (COVID-19) pandemic has significantly stressed the financial resources of many issuers of municipal securities, which could impair any such issuer’s ability to meet its financial obligations when due and adversely impact the value of its securities held by the Fund. As the full effects of the COVID-19 pandemic on state and local economies and on issuers of municipal securities are still uncertain, the financial difficulties of issuers of municipal securities may continue or worsen, adversely affecting the performance of the Fund. The Fund’s investments in certain municipal securities with principal and interest payments that are made from the revenues of a specific project or facility, and not general tax revenues, may have increased risks. Factors affecting the project or facility, such as local business

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

or economic conditions, could have a significant effect on the project’s ability to make payments of principal and interest on these securities.

Congress has previously considered making changes to the municipal securities provisions of the Internal Revenue Code that could change the U.S. federal income tax treatment of certain types of municipal securities.

Inflation Risk—This is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

Derivatives Risk—Derivatives may be difficult to price or unwind and leveraged so that small changes may produce disproportionate losses for the Fund. A short position in a derivative instrument involves the risk of a theoretically unlimited increase in the value of the underlying asset, which could cause the Fund to suffer a potentially unlimited loss. Derivatives, especially over-the-counter derivatives, are also subject to counterparty risk, which is the risk that the counterparty (the party on the other side of the transaction) on a derivative transaction will be unable or unwilling to honor its contractual obligations to the Fund.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts, forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

Illiquid Investments Risk—Illiquid investments risk exists when particular investments, such as lower-rated securities, are or become difficult to purchase or sell, possibly preventing the Fund from selling such investments at an advantageous price. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments.

LIBOR Transition and Associated Risk—The Fund may be exposed to debt securities, derivatives or other financial instruments that utilize the

 

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London Interbank Offered Rate, or “LIBOR,” as a “benchmark” or “reference rate” for various interest rate calculations. In 2017, the United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced a desire to phase out the use of LIBOR by the end of 2021. As announced by the FCA and LIBOR’s administrator, ICE Benchmark Administration, most LIBOR settings (which reflect LIBOR rates quoted in different currencies over various time periods) have not been published since the end of 2021, but the most widely used U.S. Dollar LIBOR settings are expected to continue to be published until June 30, 2023. However, banks were strongly encouraged to cease entering into agreements with counterparties referencing LIBOR by the end of 2021. It is possible that a subset of LIBOR settings will be published after these dates on a “synthetic” basis, but any such publications would be considered non-representative of the underlying market. Since 2018 the Federal Reserve Bank of New York has published the Secured Overnight Financing Rate (referred to as SOFR), which is intended to replace U.S. Dollar LIBOR. SOFR is a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities in the repurchase agreement (repo) market and has been used increasingly on a voluntary basis in new instruments and transactions. In addition, on March 15, 2022, the Adjustable Interest Rate Act was signed into law. This law provides a statutory fallback mechanism to replace LIBOR with a benchmark rate that is selected by the Federal Reserve Board and based on SOFR for certain contracts that reference LIBOR without adequate fallback provisions. On December 16, 2022, the Federal Reserve Board adopted regulations implementing the law by identifying benchmark rates based on SOFR that will replace LIBOR in different categories of financial contracts after June 30, 2023. The regulations include provisions that (i) provide a safe harbor for selection or use of a replacement benchmark rate selected by the Federal Reserve Board; (ii) clarify who may choose the replacement benchmark rate selected by the Federal Reserve Board; and (iii) ensure that contracts adopting a replacement benchmark rate selected by the Federal Reserve Board will not be interrupted or terminated following the replacement of LIBOR.

The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or NAV. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition from LIBOR to other reference rates may lead to increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, potentially adversely affecting the

 

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Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Neither the effect of the LIBOR transition process nor its ultimate success can yet be known.

Indemnification Risk—In the ordinary course of business, the Fund enters into contracts that contain a variety of indemnifications. The Fund’s maximum exposure under these arrangements is unknown. However, the Fund has not had prior claims or losses pursuant to these indemnification provisions and expects the risk of loss thereunder to be remote. Therefore, the Fund has not accrued any liability in connection with these indemnification provisions.

Management Risk—The Fund is subject to management risk because it is an actively-managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results. Some of these techniques may incorporate, or rely upon, quantitative models, but there is no guarantee that these models will generate accurate forecasts, reduce risk or otherwise perform as expected.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing related to redemptions and other short term liquidity requirements, subject to certain restrictions. Commitment fees related to the Facility are paid by the participating funds and are included in miscellaneous expenses in the statement of operations. The Fund did not utilize the Facility during the year ended April 30, 2023.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2023 and April 30, 2022 were as follows:

 

     2023      2022  

Distributions paid from:

     

Ordinary income

   $ 61,828      $ 533  

Net long-term capital gains

     681,098        2,009,261  
  

 

 

    

 

 

 

Total taxable distributions

     742,926        2,009,794  

Tax-exempt income

     8,042        – 0  – 
  

 

 

    

 

 

 

Total distributions paid

   $     750,968      $     2,009,794  
  

 

 

    

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

As of April 30, 2023, the components of accumulated earnings (deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 147,607  

Undistributed tax-exempt income

     127,276  

Undistributed capital gains

     200,773  

Unrealized appreciation (depreciation)

     432,986 (a) 
  

 

 

 

Total accumulated earnings (deficit)

   $     908,642 (b) 
  

 

 

 

 

(a)

The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax treatment of swaps.

 

(b)

The difference between book-basis and tax-basis components of accumulated earnings (deficit) is attributable primarily to dividends payable.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2023, the Fund did not have any capital loss carryforwards.

During the current fiscal year, permanent differences primarily due to the utilization of earnings and profits distributed to shareholders on redemption of shares resulted in a net decrease in distributable earnings and a net increase in additional paid-in capital. These reclassifications had no effect on net assets.

NOTE H

Recent Accounting Pronouncements

In December 2022, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2022-06, “Reference Rate Reform (Topic 848) – Deferral of the Sunset Date of Topic 848”. ASU 2022-06 is an amendment to ASU 2020-04, which provided optional guidance to ease the potential accounting burden due to the discontinuation of the LIBOR and other interbank-offered based reference rates and which was effective as of March 12, 2020 through December 31, 2022. ASU 2022-06 extends the effective period through December 31, 2024. Management is currently evaluating the impact, if any, of applying ASU 2022-06.

NOTE I

Subsequent Events

Management has evaluated subsequent events for possible recognition or disclosure in the financial statements through the date the financial statements are issued. Management has determined that there are no material events that would require disclosure in the Fund’s financial statements through this date.

 

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FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Beneficial Interest Outstanding Throughout Each Period

 

    Year Ended April 30,    

November 12,

2019(a) to

April 30,

2020

 
    2023     2022     2021  
 

 

 

 

Net asset value, beginning of period

    $  11.94       $  11.57       $  8.95       $  10.00  
 

 

 

 

Income From Investment Operations

       

Net investment income(b)

    .20       .17       .16       .07  

Net realized and unrealized gain (loss) on investment transactions

    (.74     1.36       2.55       (1.11
 

 

 

 

Net increase (decrease) in net asset value from operations

    (.54     1.53       2.71       (1.04
 

 

 

 

Less: Dividends and Distributions

       

Dividends from net investment income

    (.09     (.02     (.09     (.01

Distributions from net realized gain on investment transactions

    (.86     (1.14     – 0  –      – 0  – 
 

 

 

 

Total dividends and distributions

    (.95     (1.16     (.09     (.01
 

 

 

 

Net asset value, end of period

    $  10.45       $  11.94       $  11.57       $  8.95  
 

 

 

 

Total Return

       

Total investment return based on net asset value(c)

    (4.42 )%+      13.65     30.32     (10.43 )% 

Ratios/Supplemental Data

       

Net assets, end of period
(000’s omitted)

    $8,234       $9,900       $20,633       $18,760  

Ratio to average net assets of:

       

Expenses

    .01 %(d)      .00     .00     .01 %(d)^ 

Net investment income

    1.81     1.40     1.53     1.55 %^ 

Portfolio turnover rate

    4     13     5     10

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

Total investment return is calculated assuming an initial investment made at the net asset value at the beginning of the period, reinvestment of all dividends and distributions at net asset value during the period, and redemption on the last day of the period. Total return does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Total investment return calculated for a period of less than one year is not annualized.

 

(d)

The expense ratio, excluding bank overdraft expense, is .00%.

 

+

The net asset value and total return include adjustments in accordance with accounting principles generally accepted in the United States of America for financial reporting purposes. As such, the net asset value and total return for shareholder transactions may differ from financial statements.

 

^

Annualized.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Shareholders and the Board of Trustees of

AB Tax-Aware Real Return Income Shares

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Tax-Aware Real Return Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2023, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the three years in the period then ended and the period from November 12, 2019 (commencement of operations) to April 30, 2020 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2023, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the three years in the period then ended and the period from November 12, 2019 (commencement of operations) to April 30, 2020, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of the Trust’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2023, by correspondence with the custodian, brokers and others; when replies were not received from brokers or others, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

We have served as the auditor of one or more of the AB investment companies since 1968.

New York, New York

June 26, 2023

 

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2023 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2023.

For foreign shareholders, 93.65% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends. The Fund designates $681,098 of dividends paid as long-term capital gain dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2024.

 

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BOARD OF TRUSTEES

 

Garry Moody(1),

Chairman

Jorge A. Bermudez(1)

Michael J. Downey(1)

Onur Erzan, President
and Chief Executive Officer

  

Nancy P. Jacklin(1)

Jeanette W. Loeb(1)

Carol C. McMullen(1)

Marshall C. Turner, Jr.(1)

OFFICERS

Daryl Clements(2), Vice President

Matthew J. Norton(2), Vice President

Andrew D. Potter(2), Vice President

Nancy E. Hay, Secretary

  

Michael B. Reyes, Senior Vice President

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Jennifer Friedland, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company

One Congress Street, Suite 1 Boston, MA 02114

 

Principal Underwriter

AllianceBernstein Investments, Inc.
501 Commerce Street

Nashville, TN 37203

 

Transfer Agent

AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278
Toll-Free (800) 221-5672

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

One Manhattan West
New York, NY 10001

 

1

Member of the Audit Committee, the Governance and Nominating Committee, and the Independent Directors Committee.

 

2

The day-to-day management of, and investment decisions for, the Fund’s portfolio are made by the Adviser’s Municipal Bond Investment Team. Messrs. Clements, Norton and Potter are the investment professionals primarily responsible for the day-to-day management of the Fund’s portfolio.

 

 

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MANAGEMENT OF THE FUND

 

Board of Trustees Information

The business and affairs of the Trust are managed under the direction of the Board of Trustees. Certain information concerning the Trust’s Trustee is set forth below.

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INTERESTED TRUSTEE    

Onur Erzan,#

47

(2021)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”), Head of Global Client Group and Head of Private Wealth. He oversees AB’s entire private wealth management business and third-party institutional and retail franchise, where he is responsible for all client services, sales and marketing, as well as product strategy, management and development worldwide. Director, President and Chief Executive Officer of the AB Mutual Funds as of April 1, 2021. He is also a member of the Equitable Holdings Management Committee. Prior to joining the firm in January 2021, he spent 19 years with McKinsey (management consulting firm), most recently as a senior partner and co-leader of its Wealth & Asset Management practice. In addition, he co-led McKinsey’s Banking & Securities Solutions (a portfolio of data, analytics, and digital assets and capabilities) globally.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INDEPENDENT TRUSTEES    

Garry Moody,##
Chairman of the Board
71
(2011)

 

Private Investor since prior to 2018. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Investment Company Institute’s Board of Governors and the Independent Directors Council’s Governing Council, where he serves as Chairman of the Governance Committee. He is Chairman of the AB Funds and Chairman of the Independent Directors Committees since January 2023; he has served as a director or trustee since 2008, and served as Chairman of the Audit Committee of such funds from 2008 to February 2023.

    76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Jorge A. Bermudez,##

72

(2020)

  Private Investor since prior to 2018. Formerly, Chief Risk Officer of Citigroup, Inc., a global financial services company, from November 2007 to March 2008, Chief Executive Officer of Citigroup’s Commercial Business Group in North America and Citibank Texas from 2005 to 2007, and a variety of other executive and leadership roles at various businesses within Citigroup prior to then; Chairman (2018) of the Texas A&M Foundation Board of Trustees (Trustee since 2013) and Chairman of the Smart Grid Center Board at Texas A&M University since 2012; director of, among others, Citibank N.A. from 2005 to 2008, the Federal Reserve Bank of Dallas, Houston Branch from 2009 to 2011, the Federal Reserve Bank of Dallas from 2011 to 2017, and the Electric Reliability Council of Texas from 2010 to 2016; and Chair of the Audit Committee of the Board of Directors of Moody’s Corporation since December 2022. He has served as director or trustee of the AB Funds since January 2020.     76     Moody’s Corporation since April 2011
     

Michael J. Downey,##
79

(2011)

  Private Investor since prior to 2018. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2018 until January 2019. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
75
(2011)
  Private Investor since prior to 2018. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     76     None
     
Jeanette W. Loeb,##
71
(2020)
  Chief Executive Officer of PetCareRx (e-commerce pet pharmacy) from 2002 to 2011 and 2015 to present. Director of New York City Center since 2005. She was a director of AB Multi-Manager Alternative Fund (fund of hedge funds) from 2012 to 2018. Formerly, affiliated with Goldman Sachs Group, Inc. (financial services) from 1977 to 1994, including as a partner thereof from 1986 to 1994. She has served as a director or trustee of the AB Funds since April 2020.     76     Apollo Investment Corp. (business development company) since August 2011

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen,##

67
(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and a member of the Advisory Board of Butcher Box (since 2018) and serves as Advisory Board Chair as of June 2023. Formerly, member, Mass General Brigham Investment Committee (formerly, Partners Healthcare) (2010-2019); Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Chief Investment Officer, Core and Growth and Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016 and serves as Chair of the Audit Committees of such funds since February 2023.     76     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Marshall C. Turner, Jr.,##
81
(2011)

 

Private Investor since prior to 2018. Former Chairman and CEO of Dupont Photomasks, Inc. (semi-conductor manufacturing equipment). He was a Director of Xilinx, Inc. (programmable logic semi-conductors and adaptable, intelligent computing) from 2007 through August 2020, and is a former director of 33 other companies and organizations. He has extensive operating leadership and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the board of the George Lucas Educational Foundation. He has served as a director of one AB Fund since 1992, and director or trustee of all AB Funds since 2005. He has served as both Chairman of the AB Funds and Chairman of the Independent Directors Committees from 2014 through December 2022.

    76     None

 

*

The address for each of the Trust’s disinterested Trustees is c/o AllianceBernstein L.P., Attention: Legal and Compliance Department—Mutual Fund Legal, 1345 Avenue of the Americas, New York, NY 10105.

 

**

There is no stated term of office for the Trust’s Trustees.

 

***

The information above includes each Trustee’s principal occupation during the last five years and other information relating to the experience, attributes, and skills relevant to each Trustee’s qualifications to serve as a Trustee, which led to the conclusion that each Trustee should serve as a Trustee for the Trust.

 

#

Mr. Erzan is an “interested person” of the Trust, as defined in the 1940 Act, due to his position as a Senior Vice President of the Adviser.

 

##

Member of the Audit Committee, the Governance and Nominating Committee and the Independent Directors Committee.

 

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MANAGEMENT OF THE FUND (continued)

 

Officers

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

Onur Erzan

47

   President and Chief Executive Officer    See biography above.
     

Daryl Clements

55

   Vice President   

Senior Vice President of the Adviser**, with which he has been associated since prior to 2018.

     

Matthew J. Norton

40

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2018. He is also Chief Investment Officer – Municipal Bonds.
     

Andrew D. Potter

38

   Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Nancy E. Hay

51

   Secretary   

Senior Vice President and Counsel of the Adviser, with which she has been associated since prior to 2018 and Assistant Secretary of ABI**.

     

Michael B. Reyes

46

   Senior Vice President    Vice President of the Adviser**, with which he has been associated since prior to 2018.
     

Joseph J. Mantineo

64

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2018.
     

Phyllis J. Clarke

62

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2018.
     

Jennifer Friedland

49

   Chief Compliance Officer   

Vice President of the Adviser since 2020 and Mutual Fund Chief Compliance Officer (of all Funds since January 2023 and of the ETF Funds since 2022). Before joining the Adviser in 2020, she was Chief Compliance Officer at WestEnd Advisors, LLC from prior to 2018 until 2019.

 

*

The address for each of the Portfolio’s Officers is 1345 Avenue of the Americas, New York, NY 10105.

 

**

The Adviser, ABI and ABIS are affiliates of the Trust.

The Trust’s Statement of Additional Information (“SAI”) has additional information about the Trust’s Trustees and Officers and is available without charge upon request. Contact your financial representative or ABI at (800)-227-4618, or visit www.abfunds.com, for a free prospectus or SAI.

 

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Operation and Effectiveness of the Fund’s Liquidity Risk Management Program:

In October 2016, the Securities and Exchange Commission (“SEC”) adopted the open-end fund liquidity rule (the “Liquidity Rule”). In June 2018 the SEC adopted a requirement that funds disclose information about the operation and effectiveness of their Liquidity Risk Management Program (“LRMP”) in their reports to shareholders.

One of the requirements of the Liquidity Rule is for the Fund to designate an Administrator of the Fund’s Liquidity Risk Management Program. The Administrator of the Fund’s LRMP is AllianceBernstein L.P., the Fund’s investment adviser (the “Adviser”). The Adviser has delegated the responsibility to its Liquidity Risk Management Committee (the “Committee”).

Another requirement of the Liquidity Rule is for the Fund’s Board of Trustees (the “Fund Board”) to receive an annual written report from the Administrator of the LRMP, which addresses the operation of the Fund’s LRMP and assesses its adequacy and effectiveness. The Adviser provided the Fund Board with such annual report during the first quarter of 2023, which covered the period January 1, 2022 through December 31, 2022 (the “Program Reporting Period”).

The LRMP’s principal objectives include supporting the Fund’s compliance with limits on investments in illiquid assets and mitigating the risk that the Fund will be unable to meet its redemption obligations in a timely manner.

Pursuant to the LRMP, the Fund classifies the liquidity of its portfolio investments into one of the four categories defined by the SEC: Highly Liquid, Moderately Liquid, Less Liquid, and Illiquid. These classifications are reported to the SEC on Form N-PORT.

During the Program Reporting Period, the Committee reviewed whether the Fund’s strategy is appropriate for an open-end structure, incorporating any holdings of less liquid and illiquid assets. If the Fund participated in derivative transactions, the exposure from such transactions were considered in the LRMP.

The Committee also performed an analysis to determine whether the Fund is required to maintain a Highly Liquid Investment Minimum (“HLIM”). The Committee also incorporated the following information when determining the Fund’s reasonably anticipated trading size for purposes of liquidity monitoring: historical net redemption activity, a Fund’s concentration in an issuer, shareholder concentration, investment performance, total net assets, and distribution channels.

The Adviser informed the Fund Board that the Committee believes the Fund’s LRMP is adequately designed, has been implemented as intended, and has operated effectively since its inception. No material exceptions

 

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have been noted since the implementation of the LRMP. During the Program Reporting Period, liquidity in all markets was challenged due to rising rates and economic uncertainty. However, markets also remained orderly during the Program Reporting Period. There were no liquidity events that impacted the Fund or its ability to timely meet redemptions during the Program Reporting Period.

 

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Information Regarding the Review and Approval of the Fund’s Advisory Agreement

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Tax-Aware Real Return Income Shares (the “Fund”) at a meeting held in-person on November 1-3, 2022 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated, extensive materials. They reviewed the proposed continuance of the Advisory Agreement with the Adviser and with experienced counsel who are independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including comparative analytical data prepared by the Senior Vice President of the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

The directors noted that the Fund is designed as a vehicle for the wrap fee account market (where investors pay fees to a wrap fee sponsor which pays investment fees and expenses from such fee). The directors also noted that no advisory fee is payable by the Fund to the Adviser, that the Advisory Agreement does not include the reimbursement provision for certain administrative expenses included in the advisory agreements of most of the open-end AB Funds, and that the Adviser is responsible for payment of the Fund’s ordinary expenses. The directors noted that the Company acknowledges in the Advisory Agreement that the Adviser and its affiliates expect to receive compensation from third parties in connection with services provided to the Fund under the Advisory Agreement. The directors further noted that the Adviser receives payments from the wrap fee program sponsors (the “Sponsors”) that use the Fund as an investment vehicle for their clients.

The directors considered their knowledge of the nature and quality of the services provided by the Adviser to the Fund gained from their experience as directors or trustees of most of the registered investment companies advised by the Adviser, their overall confidence in the Adviser’s integrity and competence they have gained from that experience, the Adviser’s initiative in identifying and raising potential issues with the directors and its responsiveness, frankness and attention to concerns raised by the directors in the past, including the Adviser’s willingness to consider and implement organizational and operational changes designed to improve investment results and the services provided to the AB Funds. The directors noted that they have four regular meetings each year, at each of which they review extensive materials and information from the Adviser, including information on the investment performance of the Fund and the money market fund advised by the Adviser in which the Fund invests a portion of its assets.

 

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The directors also considered all factors they believed relevant, including the specific matters discussed below. During the course of their deliberations, the directors evaluated, among other things, the reasonableness of the advisory fee. The directors did not identify any particular information that was all-important or controlling, and different directors may have attributed different weights to the various factors. The directors determined that the selection of the Adviser to manage the Fund and the overall arrangements between the Fund and the Adviser, as provided in the Advisory Agreement, including the advisory fee, were fair and reasonable in light of the services performed, expenses incurred and such other matters as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

The directors considered the scope and quality of services provided by the Adviser under the Advisory Agreement, including the quality of the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the AB Funds. They also noted the professional experience and qualifications of the Fund’s portfolio management team and other senior personnel of the Adviser. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Fund’s other service providers, also was considered. The directors concluded that, overall, they were satisfied with the nature, extent and quality of services provided to the Fund under the Advisory Agreement.

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2020 and 2021 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant at the request of the directors. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

 

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Fall-Out Benefits

The directors considered the other benefits to the Adviser and its affiliates from their relationships with the Fund and the money market fund advised by the Adviser in which the Fund invests. The directors noted that the Adviser is compensated by the Sponsors. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.

Investment Results

In addition to the information reviewed by the directors in connection with the Meeting, the directors receive detailed performance information for the Fund at each regular Board meeting during the year.

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-year period ended July 31, 2022 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) provider concerning advisory fee rates payable by other funds in the same category as the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser would be indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    53


paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by it that utilize investment strategies similar to those of the Fund.

The directors did not consider comparative expense information for the Fund because the Fund does not bear ordinary expenses.

Economies of Scale

The directors did not consider the extent to which fee levels in the Advisory Agreement for the Fund reflect economies of scale because the Advisory Agreement does not provide for any compensation to be paid to the Adviser by the Fund and the Fund’s expense ratio is zero. They did note, however, that the fee payable to the Adviser by the current Sponsors declines at a breakpoint based on either individual account sizes or on total assets managed by the Adviser for the Sponsor.

 

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  abfunds.com


This page is not part of the Shareholder Report or the Financial Statements.

 

 

AB FAMILY OF FUNDS

 

US EQUITY

CORE

Core Opportunities Fund

Select US Equity Portfolio

Sustainable US Thematic Portfolio

GROWTH

Concentrated Growth Fund

Discovery Growth Fund

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Sustainable International Thematic Fund

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

GROWTH

Concentrated International Growth Portfolio

VALUE

All China Equity Portfolio

International Value Fund

FIXED INCOME

MUNICIPAL

High Income Municipal Portfolio

Intermediate California Municipal Portfolio

Intermediate Diversified Municipal Portfolio

Intermediate New York Municipal Portfolio

Municipal Bond Inflation Strategy

Tax-Aware Fixed Income Opportunities Portfolio

National Portfolio

Arizona Portfolio

California Portfolio

Massachusetts Portfolio

Minnesota Portfolio

New Jersey Portfolio

New York Portfolio

Ohio Portfolio

Pennsylvania Portfolio

Virginia Portfolio

TAXABLE

Bond Inflation Strategy

Global Bond Fund

High Income Fund

Income Fund

Intermediate Duration Portfolio

Limited Duration High Income Portfolio

Short Duration Income Portfolio

Short Duration Portfolio

Sustainable Thematic Credit Portfolio

Total Return Bond Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

MULTI-ASSET

All Market Total Return Portfolio

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Sustainable Thematic Balanced Portfolio

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

EXCHANGE-TRADED FUNDS

Disruptors ETF

High Yield ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Low Volatility Equity ETF

 

We also offer Government Money Market Portfolio, which serves as the money market fund exchange vehicle for the AB mutual funds. You could lose money by investing in the Fund. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so. The Fund may impose a fee upon sale of your shares or may temporarily suspend your ability to sell shares if the Fund’s liquidity falls below required minimums because of market conditions or other factors. An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. The Fund’s sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.

Investors should consider the investment objectives, risks, charges and expenses of the Fund carefully before investing. For copies of our prospectus or summary prospectus, which contain this and other information, visit us online at www.abfunds.com or contact your AB representative. Please read the prospectus and/or summary prospectus carefully before investing.

 

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AB TAX-AWARE REAL RETURN INCOME SHARES    |    55


 

NOTES

 

 

56    |    AB TAX-AWARE REAL RETURN INCOME SHARES

  abfunds.com


LOGO

AB TAX-AWARE REAL RETURN INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

TARRIS-0151-0423                 LOGO


ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors Garry L. Moody, Marshall C. Turner, Jr. and Jorge A. Bermudez qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed* by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years, for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues, quarterly press release review (for those Funds that issue quarterly press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.

 

            Audit Fees      Audit-Related
Fees
     Tax Fees  

AB Corp Income Shares

     2022      $ 32,537      $ —        $ 14,914  
     2023      $ 34,164      $ —        $ 17,269  

AB Taxable Multi-Sector Income Shares

     2022      $ 36,041      $ —        $ 16,127  
     2023      $ 37,843      $ —        $ 18,714  

AB Municipal Income Shares

     2022      $ 45,353      $ —        $ 16,171  
     2023      $ 47,621      $ —        $ 19,090  

AB Impact Municipal Income Shares

     2022      $ 29,731      $ —        $ 16,171  
     2023      $ 31,218      $ —        $ 18,840  

AB Tax-Aware Real Return Income Shares

     2022      $ 30,000      $ —        $ 16,171  
     2023      $ 31,500      $ —        $ 22,921  

 

*

The Fund’s Adviser absorbs all ordinary Fund expenses, including the Fund’s audit fees, audit-related fees and tax fees.

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.


(e) (2) 100% of the amounts for Audit-Related Fees and Tax Fees in the table under Item 4 (b) and (c) are for services pre-approved by the Fund’s Audit Committee. No amounts are reported for Item 4 (d).

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Service Affiliates”):

 

           

All Fees for

Non-Audit Services

Provided to the

Portfolio, the Adviser

and Service Affiliates

     Total Amount of
Foregoing Column Pre-
approved by the Audit
Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB Corp Income Shares

     2022      $ 1,957,639      $ 14,914  
         $ —    
         $ (14,914
     2023      $ 1,522,426      $ 17,269  
         $ —    
         $ (17,269

AB Taxable Multi-Sector Income Shares

     2022      $ 1,958,852      $ 16,127  
         $ —    
         $ (16,127
     2023      $ 1,523,871      $ 18,714  
         $ —    
         $ (18,714

AB Municipal Income Shares

     2022      $ 1,958,896      $ 16,171  
         $ —    
         $ (16,171
     2023      $ 1,524,247      $ 19,090  
         $ —    
         $ (19,090

AB Impact Municipal Income Shares

     2022      $ 1,958,896      $ 16,171  
         $ —    
         $ (16,171
     2023      $ 1,523,997      $ 18,840  
         $ —    
         $ (18,840

AB Tax-Aware Real Return Income Shares

     2022      $ 1,958,896      $ 16,171  
         $ —    
         $ (16,171
     2023      $ 1,528,078      $ 22,921  
         $ —    
         $ (22,921

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.


ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3 (c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no changes in the registrant’s internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.


ITEM 12. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 13. EXHIBITS

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT

12(a)(1)   Code of Ethics that is subject to the disclosure of Item 2 hereof
12(b)(1)   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12(b)(2)   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12(c)   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Corporate Shares

 

By:  

 

/s/ Onur Erzan

 

Onur Erzan

 

President

Date: June 30, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

  /s/ Onur Erzan
  Onur Erzan
  President

Date: June 30, 2023

 

By:  

  /s/ Joseph J. Mantineo
  Joseph J. Mantineo
  Treasurer and Chief Financial Officer

Date: June 30, 2023