AllianceBernstein National Municipal Income Fund

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: 811-10573

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC.

(Exact name of registrant as specified in charter)

66 Hudson Boulevard East

New York, New York 10005

(Address of principal executive offices) (Zip code)

Stephen M. Woetzel

AllianceBernstein L.P.

66 Hudson Boulevard East

New York, New York 10005

(Name and address of agent for service)

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

Date of fiscal year end: October 31, 2025

Date of reporting period: April 30, 2025

A Word from

Our President

LOGO

Onur Erzan

President and Chief Executive

Officer, AB Mutual Funds

Dear Shareholder,

We’re pleased to provide this report for the AllianceBernstein National Municipal Income Fund, Inc. (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 closed-end 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 closed-end funds—and for placing your trust in our firm.

Sincerely,

LOGO

Onur Erzan

President and Chief Executive Officer, AB Closed-end Funds



ABFunds.com		AllianceBernstein National Municipal Income Fund 1

SEMI-ANNUAL REPORT

June 25, 2025

This report provides management’s discussion of fund performance for the AllianceBernstein National Municipal Income Fund, Inc., for the semi-annual reporting period ended April 30, 2025. The Fund is a closed-end fund, and its shares are listed and traded on the New York Stock Exchange.

The Fund seeks to provide high current income exempt from regular federal income tax by investing substantially all of its net assets in municipal securities that pay interest that is exempt from federal income tax.

RETURNS AS OF APRIL 30, 2025 (unaudited)



	6 Months		12 Months

ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND (NAV)		-4.48%		0.22%

Bloomberg Municipal Bond Index		-0.78%		1.66%

The Fund’s market price per share on April 30, 2025, was $10.37. The Fund’s NAV price per share on April 30, 2025, was $11.75. For additional Financial Highlights, please see pages 45-46.

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, 2025.

During both periods, the Fund underperformed, relative to the benchmark. For the six-month period, security selection within guaranteed bonds and local general obligation detracted, while not-for-profit health care and special tax contributed to overall performance. An overweight to the guaranteed bonds and an underweight to single-family housing sectors detracted, while overweights to the prepay energy and airline industrial development revenue sectors contributed.

For the 12-month period, underweights to single-family and multi-family housing were the primary detractors, while overweights to prepay energy and industry industrial development revenue contributed. Security selection within mortgage pass-thrus and utility industrial development revenue detracted from performance, while not-for-profit health care and local general obligation contributed.

Leverage, achieved through the usage of tender option bond (“TOB”) transactions and variable rate municipal term preferred shares and variable rate demand preferred shares, detracted to total returns over the six- and 12-month periods as bond yields rose.

The Fund did not use derivatives during either period.



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MARKET REVIEW AND INVESTMENT STRATEGY

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. The Team relies on an investment process that combines quantitative and fundamental research to build effective 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, 2025, 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 15.2% and 0.0%, respectively.

INVESTMENT POLICIES

The Fund will normally invest at least 80%, and normally substantially all, of its net assets in municipal securities paying interest that is exempt from regular federal income tax. The Fund also normally will invest at least 75% of its assets in investment-grade municipal securities or unrated municipal securities considered to be of comparable quality. The Fund may invest up to 25% of its net assets in municipal bonds rated below investment-grade and unrated municipal bonds considered to be of comparable quality as determined by the Adviser. The Fund intends to invest primarily in municipal securities that pay interest that is not subject to the federal alternative minimum tax (“AMT”), but may invest without limit in municipal securities paying interest that is subject to the federal AMT. For more information regarding the Fund’s risks, please see “Disclosures and Risks” on pages 4-8 and “Note G—Risks Involved in Investing in the Fund” of the Notes to Financial Statements on pages 38-43.



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DISCLOSURES AND RISKS

AllianceBernstein National Municipal Income Fund

Shareholder Information

Weekly comparative net asset value (“NAV”) and market price information about the Fund is published each Saturday in Barron’s and in other newspapers in a table called “Closed-End Funds.” Daily NAVs and market price information, and additional information regarding the Fund, is available at www.abfunds.com and www.nyse.com. For additional shareholder information regarding this Fund, please see pages 47-48.

Benchmark Disclosure

The Bloomberg Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a mutual fund portfolio. The Bloomberg Municipal Bond Index represents the performance of the long-term tax-exempt bond market consisting of investment-grade bonds. In addition, the Index does not reflect the use of leverage, whereas the Fund utilizes leverage. 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

Among the risks of investing in the Fund are changes in the general level of interest rates or changes in bond credit quality ratings. Changes in interest rates have a greater effect on bonds with longer maturities than on those with shorter maturities. Please note, as interest rates rise, existing bond prices fall and can cause the value of your investment in the Fund to decline. While the Fund invests principally in bonds and other fixed-income securities, in order to achieve its investment objectives, the Fund may at times use certain types of investment derivatives, such as options, futures, forwards and swaps. These instruments involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. At the discretion of the Fund’s Adviser, the Fund may invest up to 25% of its net assets in municipal bonds that are rated below investment-grade (i.e., “junk bonds”). These securities involve greater volatility and risk than higher-quality fixed-income securities.

Financing and Related Transactions; Leverage and Other Risks: The Fund utilizes leverage to seek to enhance the yield and NAV attributable to its common stock. These objectives may not be achieved in all interest-rate environments. Leverage creates certain risks for holders of common stock, including the likelihood of greater volatility of the NAV and market price of the common stock. If income from the securities purchased from the funds made available by leverage is not sufficient to cover the cost of leverage, the Fund’s return will be less than if leverage had not been used.

As a result, the amounts available for distribution to common stockholders as dividends and other distributions will be reduced. During periods of rising



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DISCLOSURES AND RISKS (continued)

short-term interest rates, the interest paid on the preferred shares or floaters in TOB transactions would increase, which may adversely affect the Fund’s income and distribution to common stockholders. A decline in distributions would adversely affect the Fund’s yield and possibly the market value of its shares. If rising short-term rates coincide with a period of rising long-term rates, the value of the long-term municipal bonds purchased with the proceeds of leverage would decline, adversely affecting the NAV attributable to the Fund’s common stock and possibly the market value of the shares.

The Fund’s outstanding Variable Rate MuniFund Term Preferred Shares and Variable Rate Demand Preferred Shares result in leverage. The Fund may also use other types of financial leverage, including TOB transactions, either in combination with, or in lieu of, the preferred shares. In a TOB transaction, the Fund may transfer a highly rated fixed-rate municipal security into a special purpose entity (typically, a trust). The Fund receives cash and a residual interest security (sometimes referred to as an “inverse floater”) issued by the trust in return. The trust simultaneously issues securities, which pay an interest rate that is reset each week based on an index of high-grade short-term [seven-day] demand notes. These securities, sometimes referred to as “floaters”, are bought by third parties, including tax-exempt money market funds, and can be tendered by these holders to a third-party bank or other financial institution (the “liquidity provider”) that allows holders of the floaters to tender their securities in exchange for payment of par plus accrued interest, unless certain events occur. The Fund continues to earn all the interest from the transferred bond less the amount of interest paid on the floaters and the expenses of the trust, which include payments to the trustee and the liquidity provider and organizational costs. The Fund also uses the cash received from the transaction for investment purposes or to retire other forms of leverage. Under certain circumstances, the trust may be terminated and collapsed, either by the Fund or upon the occurrence of certain events, such as a downgrade in the credit quality of the underlying bond, or in the event holders of the floaters tender their securities to the liquidity provider. The Fund may invest in a TOB trust on either a recourse or non-recourse basis. TOB trusts are typically supported by a liquidity facility provided by the liquidity provider. When the Fund invests in a TOB trust on a non-recourse basis, the Fund will not be subject to an obligation to reimburse the liquidity provider for any losses with respect to the liquidity facility. If the Fund invests in a TOB trust on a recourse basis, the Fund will typically enter into a reimbursement agreement or other arrangement with the Liquidity Provider where the Fund is required to reimburse the liquidity provider for any losses with respect to the liquidity facility. As a result, if the Fund invests in a TOB trust on a recourse basis, the Fund could suffer losses in excess of the value of its residual inverse floaters. See Note H to the financial statements for more information about TOB transactions.

The use of derivative instruments by the Fund, such as forwards, futures, options and swaps, may also result in a form of leverage.

Because the advisory fees received by the Adviser are based on the total net assets of the Fund (including assets supported by the proceeds of the Fund’s



ABFunds.com		AllianceBernstein National Municipal Income Fund 5

DISCLOSURES AND RISKS (continued)

outstanding preferred shares), the Adviser has a financial incentive for the Fund to keep its preferred shares outstanding, which may create a conflict of interest between the Adviser and the common shareholders of the Fund.

Tax Risk: There is no guarantee that the income on the Fund’s municipal securities will be exempt from regular federal income and state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax-exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Fund shareholders could be recharacterized as taxable. Recent federal legislation included reductions in tax rates for individuals, with relatively larger reductions in tax rates for corporations. These tax rate reductions may reduce the demand for municipal bonds which could reduce the value of municipal bonds held by the Fund.

Market Risk: The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, including fires, earthquakes and flooding, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have had, and may in the future have, an adverse effect on the Fund’s investments and NAV and can lead to increased market volatility. For example, the diseases or events themselves or any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for issuers of securities held by the Fund. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

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,



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DISCLOSURES AND RISKS (continued)

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. 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.

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.

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. Changing interest rates may have unpredictable effects on the markets, may result in heightened market volatility and may detract from Fund performance. In addition, changes in monetary policy may exacerbate the risks associated with changing interest rates.

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: The Fund may enter into derivative transactions such as forwards, options, futures and swaps. 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



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DISCLOSURES AND RISKS (continued)

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. Derivatives may result in significant losses, including losses that are far greater than the value of the derivatives reflected on the statement of assets and liabilities.

Illiquid Investments Risk: Illiquid investments risk exists when particular investments are or become difficult to purchase or sell, possibly preventing the Fund from selling out of these securities at an advantageous price. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Fund shares. Illiquid investments risk may be magnified in a rising interest-rate environment, when the value and liquidity of fixed-income securities generally decline. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets, which may make municipal securities more difficult to trade than other types of securities. Illiquid securities may also be difficult to value.

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 the 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.

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. All fees and expenses related to the operation of the Fund have been deducted. Performance assumes reinvestment of distributions and does not account for taxes. Historical performance does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the sale of fund shares and assumes the reinvestment of dividends and capital gains distributions at prices obtained pursuant to the Fund’s dividend reinvestment plan.



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PORTFOLIO SUMMARY

April 30, 2025 (unaudited)

Portfolio Statistics

Net Assets ($mil): $337.9

LOGO

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 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”). A measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is highest (best) and D is lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government Securities and therefore have been 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, 2025 (unaudited)


	Principal Amount (000)		U.S. $ Value

MUNICIPAL OBLIGATIONS – 163.7%
Long-Term Municipal Bonds – 163.7%
Alabama – 3.2%
County of Jefferson AL Sewer Revenue (County of Jefferson AL Sewer Revenue) Series 2024 5.25%, 10/01/2049	$	6,500	$	6,553,970
5.50%, 10/01/2053		2,410		2,466,671
Mobile County Industrial Development Authority (ArcelorMittal SA) Series 2024 4.75%, 12/01/2054		2,000		1,821,885

				10,842,526

Alaska – 1.1%
Municipality of Anchorage AK (Municipality of Anchorage AK) Series 2024-A 4.50%, 02/01/2060		3,000		2,710,819
Municipality of Anchorage AK Solid Waste Services Revenue (Municipality of Anchorage AK Solid Waste Services Revenue) Series 2022-A 5.25%, 11/01/2062		1,000		1,036,475

				3,747,294

Arizona – 3.0%
Salt Verde Financial Corp. (Citigroup, Inc.) Series 2007 5.00%, 12/01/2032		1,200		1,261,356
5.00%, 12/01/2037		8,700		9,042,293

				10,303,649

Arkansas – 0.6%
Pulaski County Public Facilities Board (Baptist Health Obligated Group) Series 2014 5.00%, 12/01/2042		2,000		1,998,306


California – 9.6%
Alameda Corridor Transportation Authority (Alameda Corridor Transportation Authority) Series 2022-A 0.00%, 10/01/2050^(a)		10,000		5,588,824
AGM Series 2024-A Zero Coupon, 10/01/2052		6,500		1,745,563
Zero Coupon, 10/01/2053		6,000		1,529,761



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PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

California Enterprise Development Authority (Real Journey Academies Obligated Group) Series 2024-A 5.00%, 06/01/2064^(b)	$	2,000	$	1,825,867
California Housing Finance Agency (CAHFA 2021-1) Series 2021-1, Class A 3.50%, 11/20/2035		937		891,168
California Pollution Control Financing Authority (Channelside Water Resources) Series 2012 5.00%, 07/01/2037^(b)		3,075		3,075,029
California Statewide Communities Development Authority (Enloe Medical Center Obligated Group) AGM Series 2022-A 5.375%, 08/15/2057		2,000		2,051,738
California Statewide Communities Development Authority (Loma Linda University Medical Center) Series 2016-A 5.00%, 12/01/2036^(b)		800		805,325
5.25%, 12/01/2056^(b)		2,000		1,993,299
Long Beach Bond Finance Authority (Bank of America Corp.) Series 2007-A 5.50%, 11/15/2037		2,000		2,202,011
M-S-R Energy Authority (Citigroup, Inc.) Series 2009-A 6.50%, 11/01/2039		2,000		2,374,382
Series 2009-C 6.50%, 11/01/2039		2,000		2,374,381
Southern California Public Power Authority (Goldman Sachs Group) Series 2007-A 5.00%, 11/01/2033		3,335		3,496,762
Washington Township Health Care District (Washington Township Health Care District) AGM Series 2023-B 4.50%, 08/01/2053		2,625		2,580,237

				32,534,347

Colorado – 4.1%
Colorado Health Facilities Authority (CommonSpirit Health Obligated Group) Series 2019-A 5.00%, 08/01/2044		705		698,719



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PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

E-470 Public Highway Authority (E-470 Public Highway Authority) Series 2024-B 3.671% (SOFR + 0.75%), 09/01/2039^(c)	$	2,000	$	1,978,989
Public Authority for Colorado Energy (Bank of America Corp.) Series 2008 6.50%, 11/15/2038		8,975		10,476,955
St. Vrain Lakes Metropolitan District No. 4 (St. Vrain Lakes Metropolitan District No. 4) Series 2024-A 0.00%, 09/20/2054^(a)(b)		1,000		664,784

				13,819,447

Connecticut – 0.3%
Connecticut State Health & Educational Facilities Authority (University of Hartford/The) Series 2019 4.00%, 07/01/2049		1,500		1,114,394


Florida – 15.9%
Capital Trust Authority (Madrone Florida Tech Student Housing I) Series 2025 5.375%, 07/01/2065^(b)		2,000		1,846,192
Capital Trust Authority (Mason Classical Academy) Series 2024 5.00%, 06/01/2054^(b)		2,750		2,475,218
County of Lee FL Airport Revenue (County of Lee FL Airport Revenue) AGC Series 2024 5.25%, 10/01/2054		4,000		4,071,882
County of Miami-Dade FL (County of Miami-Dade FL) Series 2021 4.00%, 07/01/2050		6,355		5,743,383
County of Miami-Dade FL Aviation Revenue (County of Miami-Dade FL Aviation Revenue) Series 2025-A 5.50%, 10/01/2055		10,000		10,426,370
Florida Development Finance Corp. (Brightline Trains Florida) AGM Series 2024 5.25%, 07/01/2053		10,000		10,042,210
Florida Development Finance Corp. (Cornerstone Charter Academy Obligated Group) Series 2022 5.125%, 10/01/2052^(b)		1,000		924,368



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PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Florida Development Finance Corp. (GFL Solid Waste Southeast) Series 2024 4.375%, 10/01/2054^(b)	$	2,000	$	1,985,691
Florida Development Finance Corp. (Mater Academy, Inc.) Series 2022-A 4.00%, 06/15/2052		3,250		2,619,847
Florida Higher Educational Facilities Financial Authority (Ringling College of Art & Design) Series 2017 5.00%, 03/01/2042		1,000		992,964
Halifax Hospital Medical Center (Halifax Hospital Medical Center Obligated Group) Series 2024 4.25%, 06/01/2054		3,000		2,717,509
Lakewood Ranch Stewardship District (Lakewood Ranch Stewardship District Series 2023 Assessment) Series 2023 6.30%, 05/01/2054		990		1,027,292
Lee County Industrial Development Authority/FL (Shell Point Obligated Group) Series 2024 5.25%, 11/15/2054		2,000		1,982,010
Series 2024-C 5.00%, 11/15/2054		2,000		1,893,641
Miami-Dade County Expressway Authority (Miami-Dade County Expressway Authority) Series 2014-A 5.00%, 07/01/2044		5,000		5,006,335

				53,754,912

Georgia – 2.3%
Atlanta Development Authority (The) (City of Atlanta GA Westside Tax Allocation District Gulch Area) Series 2024 0.00%, 12/15/2048^(a)(b)		2,000		1,721,520
Main Street Natural Gas, Inc. (Citadel LP) Series 2022-C 4.00%, 08/01/2052^(b)		1,000		991,853
Municipal Electric Authority of Georgia (Municipal Electric Authority of Georgia) Series 2019 5.00%, 01/01/2049		2,000		1,981,514
5.00%, 01/01/2063		3,165		3,139,718

				7,834,605



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PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Hawaii – 3.1%
State of Hawaii Airports System Revenue (State of Hawaii Airports System Revenue) Series 2025-2 5.00%, 07/01/2054^(b)(d)	$	10,000	$	10,476,510


Illinois – 13.6%
Chicago Board of Education (Chicago Board of Education) Series 2018-D 5.00%, 12/01/2046		8,005		7,430,852
Chicago O’Hare International Airport (Chicago O’Hare Intl Airport) Series 2017-D 5.00%, 01/01/2042		6,500		6,505,177
Series 2022 4.625%, 01/01/2053		6,000		5,717,689
Series 2024-A 5.50%, 01/01/2053		2,160		2,243,005
Illinois Finance Authority (OSF Healthcare System Obligated Group) Series 2015-A 5.00%, 11/15/2045		4,500		4,431,160
Metropolitan Pier & Exposition Authority (Metropolitan Pier & Exposition Authority) Series 2017-A 5.00%, 06/15/2057		8,755		8,512,864
State of Illinois (State of Illinois) Series 2022-C 5.50%, 10/01/2040		6,250		6,663,800
Series 2024-B 4.25%, 05/01/2046		4,900		4,287,041

				45,791,588

Indiana – 1.4%
Indiana Finance Authority (SFP-PUFW I LLC) Series 2024 5.25%, 07/01/2064		2,000		1,955,264
Indiana Finance Authority (University of Evansville) Series 2022 5.25%, 09/01/2057		3,000		2,829,082

				4,784,346

Louisiana – 3.6%
City of New Orleans LA (City of New Orleans LA) Series 2021-A 5.00%, 12/01/2046		12,000		12,020,876



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PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Maryland – 0.6%
Maryland Economic Development Corp. (Maryland Econ Dev Corp-Morgan View & Thurgood Marshall Student Hsg) Series 2022 6.00%, 07/01/2058	$	2,000	$	2,136,788


Massachusetts – 6.4%
Commonwealth of Massachusetts (Commonwealth of Massachusetts) Series 2023 5.00%, 05/01/2053		10,000		10,306,867
Series 2025-2 8.40%, 01/01/2054^(b)(e)(f)		2,215		2,565,126
Massachusetts Development Finance Agency (CHF Merrimack, Inc.) Series 2024 5.00%, 07/01/2060^(b)		1,000		951,525
Massachusetts Development Finance Agency (Emerson College) Series 2016-A 5.00%, 01/01/2047		5,750		5,652,977
Massachusetts Development Finance Agency (Lifespan Obligated Group) Series 2025 5.50%, 08/15/2050^(e)		2,000		2,079,608

				21,556,103

Michigan – 6.3%
City of Detroit MI (City of Detroit MI) Series 2020 5.50%, 04/01/2050		1,970		2,010,217
Series 2023-C 6.00%, 05/01/2043		2,300		2,502,400
Detroit City School District (Detroit City School District) AGM Series 2001-A 6.00%, 05/01/2029		6,900		7,345,021
Detroit Downtown Development Authority (Detroit Downtown Development Authority Catalyst Development Area) Series 2024 5.00%, 07/01/2048		6,000		6,096,713
Michigan Finance Authority (Public Lighting Authority) Series 2014-B 5.00%, 07/01/2034		2,250		2,252,088



16 AllianceBernstein National Municipal Income Fund		ABFunds.com

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Plymouth Educational Center Charter School (Plymouth Educational Center Charter School) Series 2005 5.125%, 11/01/2023^(g)(h)	$	2,140	$	1,070,000

				21,276,439

Minnesota – 2.2%
City of Woodbury MN (Math & Science Academy/MN) Series 2025 5.50%, 06/01/2063^(b)		2,000		1,854,355
Duluth Economic Development Authority (Essentia Health Obligated Group) Series 2018 5.00%, 02/15/2053		5,625		5,413,570

				7,267,925

Nebraska – 2.8%
Central Plains Energy Project (Goldman Sachs Group) Series 2017-A 5.00%, 09/01/2029		4,000		4,163,900
5.00%, 09/01/2031		5,000		5,267,803

				9,431,703

Nevada – 1.5%
Las Vegas Valley Water District (Las Vegas Valley Water District) Series 2022-A 4.00%, 06/01/2051		3,645		3,288,720
Reno-Tahoe Airport Authority (Reno-Tahoe Airport Authority) Series 2024 5.25%, 07/01/2054		1,925		1,946,116

				5,234,836

New Hampshire – 3.1%
New Hampshire Business Finance Authority (ARC70 II TRUST) Series 2024 4.15%, 10/20/2040		2,000		1,883,198
New Hampshire Business Finance Authority (Bridgeland Water & Utility Districts 490, 491 & 158) Series 2024 5.375%, 12/15/2035^(b)		955		942,510
New Hampshire Business Finance Authority (Lakes Fresh Water Supply District of Denton County) Series 2024 5.00%, 12/01/2028^(b)		1,000		986,975



ABFunds.com		AllianceBernstein National Municipal Income Fund 17

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

New Hampshire Business Finance Authority (NFA 2020-1) Series 2020-1, Class A 4.125%, 01/20/2034	$	739	$	732,211
New Hampshire Business Finance Authority (NFA 2025-1) Series 2025 5.75%, 04/28/2042		2,000		2,015,622
New Hampshire Business Finance Authority (Reworld Holding Corp.) Series 2020-A 3.625%, 07/01/2043^(b)		1,000		807,211
New Hampshire Business Finance Authority (Valencia Project) Series 2024 5.30%, 12/01/2032^(b)		1,000		985,132
New Hampshire Health & Education Facilities Authority Act (Dartmouth-Hitchcock Obligated Group) Series 2020-A 5.00%, 08/01/2059		2,000		2,026,885

				10,379,744

New Jersey – 3.2%
New Jersey Economic Development Authority (NYNJ Link Borrower LLC) Series 2013 5.125%, 01/01/2034		1,000		1,000,189
South Jersey Transportation Authority (South Jersey Transportation Authority) Series 2022 4.625%, 11/01/2047		1,000		959,389
Tobacco Settlement Financing Corp./NJ (Tobacco Settlement Financing Corp/NJ) Series 2018-A 5.25%, 06/01/2046		8,990		9,024,870

				10,984,448

New York – 11.9%
City of New York NY (City of New York NY) Series 2023 4.125%, 08/01/2053		11,300		10,257,498
New York City Transitional Finance Authority Future Tax Secured Revenue (New York City Transitional Finance Authority Future Tax Secured Revenue) Series 2015A-1 5.00%, 08/01/2034		4,000		4,004,568



18 AllianceBernstein National Municipal Income Fund		ABFunds.com

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

5.00%, 08/01/2037	$	4,000	$	4,004,267
New York Transportation Development Corp. (JFK Millennium Partners) AGC Series 2024 0.00%, 12/31/2054^(a)		17,000		10,415,798
New York Transportation Development Corp. (JFK NTO LLC) AGM Series 2024 5.25%, 06/30/2060		10,000		10,140,298
Ulster County Capital Resource Corp. (Woodland Pond at New Paltz) Series 2017 5.00%, 09/15/2037		490		439,770
5.25%, 09/15/2042		205		176,217
5.25%, 09/15/2047		355		288,733
5.25%, 09/15/2053		760		594,673

				40,321,822

North Carolina – 1.3%
Greater Asheville Regional Airport Authority (Greater Asheville Regional Airport Authority) AGM Series 2023 5.25%, 07/01/2053		4,000		4,079,988
North Carolina Turnpike Authority (North Carolina Turnpike Authority) AGM Series 2024 Zero Coupon, 01/01/2053		1,000		241,158

				4,321,146

North Dakota – 0.6%
City of Grand Forks ND (Altru Health System Obligated Group) AGM Series 2023-A 5.00%, 12/01/2053		2,000		2,010,069


Ohio – 4.0%
Buckeye Tobacco Settlement Financing Authority (Buckeye Tobacco Settlement Financing Authority) Series 2020-A 4.00%, 06/01/2048		2,000		1,677,704
County of Cuyahoga OH (MetroHealth System/The) Series 2017 5.00%, 02/15/2052		2,240		2,131,394
5.50%, 02/15/2052		4,585		4,570,662
County of Hamilton OH (UC Health Obligated Group) Series 2025-A 5.50%, 08/01/2051		5,000		5,001,418

				13,381,178



ABFunds.com		AllianceBernstein National Municipal Income Fund 19

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Oklahoma – 0.6%
Oklahoma Turnpike Authority (Oklahoma Turnpike Authority) AGC Series 2025-A 4.25%, 01/01/2055	$	2,000	$	1,872,457


Oregon – 0.4%
Multnomah County School District No. 40 (Multnomah County School District No. 40) Series 2023-A Zero Coupon, 06/15/2051		5,000		1,288,623


Pennsylvania – 5.6%
Berks County Municipal Authority (The) (Tower Health Obligated Group) Series 2024 0.00%, 06/30/2044^(a)		350		251,269
5.00%, 06/30/2039		700		647,041
Series 2024-A 6.00%, 06/30/2034		155		161,890
Bucks County Industrial Development Authority (Grand View Hospital/Sellersville PA Obligated Group) Series 2021 4.00%, 07/01/2051		1,250		1,001,663
Pennsylvania Economic Development Financing Authority (Commonwealth of Pennsylvania Dept. of Transportation) AGM Series 2022 5.75%, 12/31/2062		7,500		7,773,218
Pennsylvania Economic Development Financing Authority (PA Bridges Finco LP) Series 2015 5.00%, 12/31/2038		1,940		1,945,669
5.00%, 06/30/2042		6,060		6,043,036
Scranton School District/PA (Scranton School District/PA) BAM Series 2017-E 4.00%, 12/01/2037		1,025		954,767

				18,778,553

South Carolina – 6.1%
South Carolina Jobs-Economic Development Authority (Beaufort Memorial Hospital Obligated Group) Series 2024 5.75%, 11/15/2054		5,250		5,340,038



20 AllianceBernstein National Municipal Income Fund		ABFunds.com

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

South Carolina Jobs-Economic Development Authority (Novant Health Obligated Group) Series 2024 4.50%, 11/01/2054	$	10,000	$	9,409,624
South Carolina Jobs-Economic Development Authority (Prisma Health Obligated Group) Series 2018-A 5.00%, 05/01/2048		3,900		3,855,069
South Carolina Public Service Authority (South Carolina Public Service Authority) Series 2022 3.00%, 12/01/2046		1,132		792,250
3.00%, 12/01/2049		1,566		1,050,273

				20,447,254

South Dakota – 0.2%
County of Lincoln SD (Augustana College Association/SD) Series 2021 4.00%, 08/01/2061		1,000		751,036


Tennessee – 0.9%
Shelby County Health & Educational Facilities Board (Madrone Memphis Student Housing I) Series 2024 5.00%, 06/01/2044^(b)		1,000		962,903
5.25%, 06/01/2056^(b)		2,050		1,966,559

				2,929,462

Texas – 29.8%
Arlington Higher Education Finance Corp. (Uplift Education) Series 2023-A 4.375%, 12/01/2058		3,000		2,822,113
Board of Managers Joint Guadalupe County-City of Seguin Hospital (Board of Managers Joint Guadalupe County-City of Seguin Hospital) Series 2015 5.00%, 12/01/2045		3,000		2,812,842
Celina Independent School District (Celina Independent School District) Series 2023 4.00%, 02/15/2053		10,000		8,906,592
County of Smith TX (County of Smith TX) Series 2023 5.00%, 08/15/2048		7,000		7,182,677



ABFunds.com		AllianceBernstein National Municipal Income Fund 21

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Dallas Independent School District (Dallas Independent School District) Series 2024-2 4.00%, 02/15/2054^(b)(d)	$	12,000	$	10,719,096
Greenwood Independent School District (Greenwood Independent School District) Series 2024 4.00%, 02/15/2054		10,000		8,961,013
Series 2025-2 5.50%, 02/15/2049^(b)(d)		10,095		11,717,398
Hidalgo County Regional Mobility Authority (Hidalgo County Regional Mobility Authority) Series 2022-A Zero Coupon, 12/01/2043		2,000		756,312
Zero Coupon, 12/01/2044		2,420		867,275
Zero Coupon, 12/01/2045		3,360		1,145,777
Lamar Consolidated Independent School District (Lamar Consolidated Independent School District) Series 2023-A 5.00%, 02/15/2053		15,000		15,371,096
Melissa Independent School District (Melissa Independent School District) Series 2024-2 4.25%, 02/01/2053^(b)(d)		12,780		11,897,890
New Hope Cultural Education Facilities Finance Corp. (CHF-Collegiate Housing Denton) AGM Series 2018-A1 5.00%, 07/01/2038		500		507,242
Prosper Independent School District (Prosper Independent School District) Series 2024 4.00%, 02/15/2054		10,000		8,961,013
Rockwall Independent School District (Rockwall Independent School District) Series 2025-2 5.37%, 02/15/2054^(b)(e)(f)		6,845		7,161,584
Texas Water Development Board (State Water Implementation Revenue Fund for Texas) Series 2022 5.00%, 10/15/2057		1,000		1,027,595

				100,817,515

Utah – 0.7%
City of Salt Lake City UT Airport Revenue (City of Salt Lake City UT Airport Revenue) BAM Series 2018-A 5.00%, 07/01/2043		2,500		2,506,112



22 AllianceBernstein National Municipal Income Fund		ABFunds.com

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Virginia – 1.8%
Henrico County Economic Development Authority (Bon Secours Mercy Health) Series 2025 5.00%, 11/01/2048^(e)	$	1,000	$	1,003,597
Virginia Small Business Financing Authority (Capital Beltway Express) Series 2022 5.00%, 12/31/2047		5,000		5,021,065

				6,024,662

Washington – 0.8%
Grays Harbor County Public Hospital District No. 1 (Grays Harbor County Public Hospital District No. 1) Series 2023 6.875%, 12/01/2053		1,000		1,093,960
Washington State Housing Finance Commission (WSHFC 2021-1) Series 2021-1, Class A 3.50%, 12/20/2035		941		865,745
Washington State Housing Finance Commission (WSHFC 2023-1) Series 2023-1, Class A 3.375%, 04/20/2037		987		888,613

				2,848,318

Wisconsin – 11.1%
Wisconsin Health & Educational Facilities Authority (Marshfield Clinic Health System Obligated Group) BAM Series 2024 4.50%, 02/15/2054		5,000		4,811,242
Wisconsin Public Finance Authority (Alpha Ranch Water Control & Improvement District of Denton & Wise Counties) Series 2024 Zero Coupon, 12/15/2038^(b)		2,000		882,987
Wisconsin Public Finance Authority (CFC-SA LLC) Series 2022 5.00%, 02/01/2052		8,500		8,224,598
5.00%, 02/01/2062		1,500		1,437,161
Wisconsin Public Finance Authority (CHF – Wilmington LLC) AGM Series 2018 5.00%, 07/01/2058		10,000		9,612,732
Wisconsin Public Finance Authority (Foundation Academy Charter School A NJ Nonprofit) Series 2024 5.00%, 07/01/2060^(b)		1,500		1,331,457



ABFunds.com		AllianceBernstein National Municipal Income Fund 23

PORTFOLIO OF INVESTMENTS (continued)


	Principal Amount (000)		U.S. $ Value

Wisconsin Public Finance Authority (Montgomery County Municipal Utility District Nos 123 & 153) Series 2024 Zero Coupon, 12/15/2034^(b)	$	1,000	$	559,406
Wisconsin Public Finance Authority (Pinecrest Academy of Nevada) Series 2024 4.25%, 07/15/2044^(b)		1,000		884,402
4.50%, 07/15/2049^(b)		1,000		878,929
4.50%, 07/15/2053^(b)		1,000		860,085
Wisconsin Public Finance Authority (Prerefunded – US Treasuries) Series 2022 4.00%, 04/01/2052^(b)		90		93,194
Wisconsin Public Finance Authority (Queens University of Charlotte) Series 2022 5.25%, 03/01/2047		4,000		3,873,790
Wisconsin Public Finance Authority (Southeastern Regional Medical Center Obligated Group) Series 2021 4.00%, 02/01/2037		1,505		1,289,928
Wisconsin Public Finance Authority (Triad Math & Science Academy) Series 2025 5.25%, 06/15/2065		2,000		1,890,234
Wisconsin Public Finance Authority (Waterstone Projects) Series 2024 5.50%, 12/15/2038^(b)		1,000		977,935

				37,608,080

Total Investments – 163.7% (cost $568,359,334)				553,197,073
Other assets less liabilities – (63.7)%				(215,270,634	)


Net Assets – 100.0%			$	337,926,439

(a)	Coupon rate adjusts periodically based upon a predetermined schedule. Stated interest rate in effect at April 30, 2025.

(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, 2025, the aggregate market value of these securities amounted to $88,772,315 or 26.3% of net assets.

(c)	Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2025.

(d)	Security represents the underlying municipal obligation of an inverse floating rate obligation held by the Fund (see Note H).



24 AllianceBernstein National Municipal Income Fund		ABFunds.com

STATEMENT OF ASSETS & LIABILITIES

April 30, 2025 (unaudited)


Assets
Investments in securities, at value (cost $568,359,334)	$	553,197,073
Cash		1,004,122
Receivable for investment securities sold		26,217,410
Interest receivable		8,079,315
Affiliated dividends receivable		4,491
Receivable due from Adviser		215

Total assets		588,502,626

Liabilities
Variable Rate Demand Preferred Shares, at liquidation value (net of unamortized deferred offering cost of $415,334)		99,606,113
Variable Rate MuniFund Term Preferred Shares, at liquidation value (net of unamortized deferred offering cost of $59,359)		88,194,195
Payable for floating rate notes issued*		31,850,000
Payable for investment securities purchased		28,411,359
Interest expense payable		608,636
Advisory fee payable		236,767
VRDPS offering expense payable		157,681
Directors’ fees payable		3,634
Accrued expenses and other liabilities		1,507,802

Total liabilities		250,576,187

Net Assets Applicable to Common Shareholders	$	337,926,439

Composition of Net Assets Applicable to Common Shareholders
Common stock, $.001 par value per share; 1,999,990,715 shares authorized, 28,744,936 shares issued and outstanding	$	28,745
Additional paid-in capital		403,014,050
Accumulated loss		(65,116,356	)

Net Assets Applicable to Common Shareholders	$	337,926,439

Net Asset Value Applicable to Common Shareholders (based on 28,744,936 common shares outstanding)	$	11.76

*	Represents short-term floating rate certificates issued by tender option bond trusts (see Note H).

See notes to financial statements.



26 AllianceBernstein National Municipal Income Fund		ABFunds.com

STATEMENT OF OPERATIONS

Six Months Ended April 30, 2025 (unaudited)


Investment Income
Interest	$	13,223,421
Dividends—Affiliated issuers		33,642		$	13,257,063

Expenses
Advisory fee (see Note B)		1,480,445
Custody and accounting		51,862
Audit and tax		35,514
Printing		21,447
Transfer agency		19,918
Registration fees		14,571
Directors’ fees and expenses		12,573
Legal		10,787
Miscellaneous		24,888

Total expenses before interest expense, fees and amortization of offering costs		1,672,005
Interest expense, fees and amortization of offering costs		4,671,921

Total expenses		6,343,926
Less: expenses waived and reimbursed by the Adviser (see Note B)		(1,605	)

Net expenses					6,342,321

Net investment income					6,914,742

Realized and Unrealized Loss on Investment Transactions
Net realized loss on investment transactions					(3,703,199	)
Net change in unrealized appreciation (depreciation) of investments					(19,884,146	)

Net loss on investment transactions					(23,587,345	)

Net Decrease in Net Assets Applicable to Common Shareholders Resulting from Operations				$	(16,672,603	)

See notes to financial statements.



ABFunds.com		AllianceBernstein National Municipal Income Fund 27

STATEMENT OF CHANGES IN NET ASSETS

APPLICABLE TO COMMON SHAREHOLDERS


	Six Months Ended April 30, 2025 (unaudited)			Year Ended October 31, 2024
Increase (Decrease) in Net Assets Applicable to Common Shareholders Resulting from Operations
Net investment income	$	6,914,742		$	11,747,356
Net realized loss on investment transactions		(3,703,199	)		(8,422,253	)
Net change in unrealized appreciation (depreciation) of investments		(19,884,146	)		58,013,270

Net increase (decrease) in net assets applicable to common shareholders resulting from operations		(16,672,603	)		61,338,373
Distributions to Common Shareholders		(6,831,521	)		(11,558,339	)

Total increase (decrease)		(23,504,124	)		49,780,034
Net Assets Applicable to Common Shareholders
Beginning of period		361,430,563			311,650,529

End of period	$	337,926,439		$	361,430,563

See notes to financial statements.



28 AllianceBernstein National Municipal Income Fund		ABFunds.com

STATEMENT OF CASH FLOWS

For the Six Months Ended April 30, 2025 (unaudited)


Cash flows from operating activities
Net decrease in net assets from operations				$	(16,672,603	)
Reconciliation of net decrease in net assets from operations to net increase in cash from operating activities
Purchases of long-term investments	$	(132,928,220	)
Purchases of short-term investments		(25,357,537	)
Proceeds from disposition of long-term investments		153,302,080
Proceeds from disposition of short-term investments		25,901,651
Net realized loss on investment transactions		3,703,199
Net change in unrealized appreciation (depreciation) on investment transactions		19,884,146
Net accretion of bond discount and amortization of bond premium		44,845
Decrease in deferred offering cost		96,226
Increase in receivable for investments sold		(26,217,410	)
Increase in interest receivable		(55,210	)
Increase in affiliated dividends receivable		(3,017	)
Increase in receivable due from Adviser		(149	)
Increase in payable for investments purchased		16,930,699
Decrease in advisory fee payable		(21,588	)
Decrease in interest expense payable		(16,564	)
Increase in Foreign capital gains tax payable		86,041
Increase in Directors’ fee payable		1,503
Increase in accrued expenses and other liabilities		1,157,438

Total adjustments					36,508,133

Net cash provided by (used in) operating activities					19,835,530
Cash flows from financing activities
Cash dividends paid		(6,831,521	)
Increase in payable for floating rate notes issued		(12,000,000	)

Net cash provided by (used in) financing activities					(18,831,521	)

Net increase in cash					1,004,009
Cash at beginning of period					113

Cash at end of period				$	1,004,122

Supplemental disclosure of cash flow information
Interest expense paid during the period	$	4,152,979

In accordance with U.S. GAAP, the Fund has included a Statement of Cash Flows as a result of its substantial investments in floating rate notes, Variable Rate MuniFund Term Preferred Shares and Variable Rate Demand Preferred Shares throughout the period

See notes to financial statements.



ABFunds.com		AllianceBernstein National Municipal Income Fund 29

NOTES TO FINANCIAL STATEMENTS

April 30, 2025 (unaudited)

NOTE A

Significant Accounting Policies

AllianceBernstein National Municipal Income Fund, Inc. (the “Fund”) is organized as a Maryland corporation and is registered under the Investment Company Act of 1940 (the “1940 ACT”) as a diversified, closed-end management investment company. 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 Fund’s Board of Directors (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 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



30 AllianceBernstein National Municipal Income Fund		ABFunds.com

NOTES TO FINANCIAL STATEMENTS (continued)

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.

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



ABFunds.com		AllianceBernstein National Municipal Income Fund 31

NOTES TO FINANCIAL STATEMENTS (continued)

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 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, 2025:

Investments in
Securities:

Level 1

Level 2

Level 3

Total

Assets:

Long-Term Municipal Bonds

– 0

–

553,197,073

– 0

–

553,197,073

Total Investments in Securities

– 0

–

553,197,073

– 0

–

553,197,073

Other Financial Instruments^(a)

– 0

–

– 0

–

– 0

–

– 0

–

Total

– 0

–

553,197,073

– 0

–

553,197,073

The Fund holds liabilities for floating rate note obligations which are not reflected in the table above. The fair value of the Fund’s liabilities for floating rate note obligations approximates their liquidation values. Floating rate note obligations are generally classified as level 2.



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NOTES TO FINANCIAL STATEMENTS (continued)

(a)

Other financial instruments include derivative instruments, such as futures, forwards and swaps. Derivative instruments 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.

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 original issue and market discounts as adjustments to interest income. The Fund accounts for distributions received from real estate investment trust (“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.

6. Cash and Short-Term Investments

Cash and short-term investments include cash on hand and short-term investments with maturities of less than one year when purchased.

7. Segment Information

The Fund represents a single operating segment. An operating segment is defined in U.S. GAAP as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has



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NOTES TO FINANCIAL STATEMENTS (continued)

operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The Fund’s President is the CODM. The CODM monitors the operating results of the Fund as a whole and the pre-determined Fund’s long term investment strategy, which is executed by the portfolio management group. The qualitative and quantitative information contained within the financial statements is used by the CODM to assess the segment’s performance versus the Fund’s comparative benchmark and to make resource allocation decisions. Segment assets are reflected on the statement of assets and liabilities and segment expenses are listed on the statement of operations.

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of an investment advisory agreement, the Fund pays the Adviser an advisory fee at the annual rate of .55% of the Fund’s adjusted average daily net assets. Such advisory fee, which is calculated on the basis of the assets attributable to the Fund’s common and preferred shareholders, is accrued daily and paid monthly. In computing daily net assets for purposes of determining the advisory fee payable, the Fund calculates daily the value of the total assets of the Fund, minus the value of the total liabilities of the Fund, except that the aggregate liquidation preference of Variable Rate MuniFund Term Preferred Shares (the “VMTPS”) and Variable Rate Demand Preferred Shares (the “VRDPS”), which is a liability for financial reporting purposes, is not deducted.

Under the terms of the shareholder inquiry agency agreement with AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, the Fund reimburses ABIS for costs relating to servicing phone inquiries on behalf of the Fund. During the six months ended April 30, 2025, there was no reimbursement paid to ABIS.

The Fund may invest in AB 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 had contractually agreed to waive .10% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2023. Effective September 1, 2023, the Adviser has contractually agreed to waive .05% of the advisory fee of AB Government Money Market Portfolio (resulting in a net advisory fee of .15%) until August 31, 2024. In connection with the investment by the Fund in AB Government Money Market Portfolio, the Adviser has contractually agreed to waive its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of AB Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the six months ended April 30, 2025, such waiver amounted to $1,605.



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A summary of the Fund’s transactions in AB mutual funds for the six months ended April 30, 2025 is as follows:


Fund	Market Value 10/31/24 (000)		Purchases at Cost (000)		Sales Proceeds (000)		Market Value 4/30/25 (000)			Dividend Income (000)
AB Government Money Market Portfolio	$	544	$	25,358	$	25,902	$	– 0	–	$	34

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the six months ended April 30, 2025 were as follows:


	Purchases			Sales
Investment securities (excluding U.S. government securities)	$	132,928,220		$	164,041,367
U.S. government securities		– 0	–		– 0	–

The cost of investments for federal income tax purposes was substantially the same as the cost for financial reporting purposes. Accordingly, gross unrealized appreciation and unrealized depreciation are as follows:


Gross unrealized appreciation	$	4,898,663
Gross unrealized depreciation		(20,060,924	)

Net unrealized depreciation	$	(15,162,261	)

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 Fund did not engage in derivatives transactions for the six months ended April 30, 2025.

NOTE D

Common Stock

There are 28,744,936 shares of common stock outstanding at April 30, 2025. During the six months ended April 30, 2025 and the year ended October 31, 2024, the Fund did not issue any shares in connection with the Fund’s dividend reinvestment plan.



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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE E

Variable Rate Demand Preferred Shares and Variable Rate MuniFund Term Preferred Shares

On June 6, 2024. the Fund priced and placed $100 million in Variable Rate Demand Preferred Shares (“2024 VRDPS”) pursuant to an offering exempt from registration under the Securities Act of 1933. The Fund issued and sold 4,000 2024 VRDPS having a liquidation preference of $25,000 per share for a total of $100 million in aggregate liquidation preference. The Fund used the proceeds of the 2024 VRDPS issuance, in conjunction with proceeds from the creation of tender option bond (“TOB”) trusts by the Fund, to simultaneously redeem all of its 2019 Variable Rate MuniFund Term Preferred Shares (“2019 VMTPS”) at a redemption price of $25,000 per share, plus accumulated but unpaid dividends. The aggregate amount paid by the Fund in connection with the redemption of the 2019 VMTPS was 143,933,912. The issuance permitted the Fund to replace a substantial portion of the leverage previously obtained through the 2019 VMTPS with the 2024 VRDPS.

During the year ended October 31, 2019, the Fund completed private offerings of 2019 VMTPS and 2018 VMTPS, each having a liquidation preference of $25,000 per share, on August 28, 2019 and December 19, 2018, respectively. The Fund issued and sold 5,754 2019 VMTPS and 3,531 2018 VMTPS in its offerings. The 2019 VMTPS and 2018 VMTPS ranked pari passu with each other. The 2024 VRDPS and 2018 VMTPS rank pari passu with each other. The 2018 VMTPS are subject to a mandatory redemption by the Fund in December 2048. The 2024 VRDPS are subject to a mandatory redemption by the Fund in June 2054.

The 2024 VRDPS and 2018 VMTPS generally do not trade, and market quotations are generally not available. The VMTPS paid a variable dividend rate tied to a SIFMA Municipal Swap index, plus an additional fixed “spread” amount of 0.90% for 2018 VMTPS and 0.98% for 2019 VMTPS, as established at the time of issuance. Effective April 22, 2021, the spread was 1.05% for the 2018 VMTPS. Effective September 14, 2023, the base rate is 80% of the Secured Overnight Financing Rate (“SOFR”) plus a spread of .55% for the 2018 VMTPS. Effective December 9, 2021, the spread is 0.91% for the 2019 VMTPS. As of April 30, 2025, the dividend rates for the 2018 VMTPS were 4.01% 2018 VMTP. The 2024 VRDPS dividend rate is calculated using a base rate based on the SIFMA Rate, plus a spread as set by the market in a weekly remarketing process. There is also a liquidity fee and remarketing fee payable by the Fund to the VRDPS liquidity provider and remarketing agent, resulting in a total VRDPS dividend expense to the Fund of 0.24% (expressed as a percentage of the Fund’s net assets), annualized, for the six months ended April 30, 2025. As of April 30, 2025, the dividend rates for the 2024 VRDPS was 3.78% 2024 VRDP. In the Fund’s statement of assets and liabilities, the aggregate liquidation preference of the VMTPS and VRDPS are shown as a liability in accordance with U.S. GAAP



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NOTES TO FINANCIAL STATEMENTS (continued)

because the VMTPS and VRDPS have a stated mandatory redemption date. As of April 30, 2025, the carrying value of the payable for the VMTPS and VRDPS approximated its fair value. If measured at fair value, borrowings under the VMTPS and VRDPS would have been considered as a Level 2 investment. For the six months ended April 30, 2025, the average amount of the VMTPS outstanding and the daily weighted average dividend rate were $88,275,000 and 4.09% interest rate respectively; the average amount of the VRDPS outstanding and the daily weighted average dividend rate were $100,000,000 and 3.11% interest rate, respectively.

Dividends on the VMTPS and VRDPS (which are treated as interest payments for financial reporting purposes) are accrued daily and paid monthly. Unpaid dividends on the VMTPS and VRDPS are recorded as “Interest expense payable” on the statement of assets and liabilities. Dividends accrued on the VMTPS and VRDPS are recorded as a component of “Interest expense, fees and amortization of offering costs” on the statement of operations.

Costs incurred by the Fund in connection with its offering of the VMTPS and VRDPS were recorded as a deferred charge, and are amortized over the first three years of the life of the shares and the amortization is included within “Interest expense, fees and amortization of offering costs” on the statement of operations. The debt issuance costs related to the liability represented by the VMTPS and VRDPS under U.S. GAAP are presented as a direct deduction from the liability rather than as an asset on the statement of assets and liabilities, consistent with debt discounts. The Fund included deferred offering costs in “Variable Rate MuniFund Term Preferred Shares, at liquidation value (net of unamortized deferred offering cost)” and “Variable Rate Demand Preferred Shares, at liquidation value (net of unamortized deferred offering cost)” on the statement of assets and liabilities. The VMTPS and VRDPS are treated as equity for tax purposes. During the six months ended April 30, 2025, no additional costs were incurred and capitalized by the Fund.

The preferred shareholders, i.e., the holders of both the 2024 VRDPS and 2018 VMTPS, voting together as a separate class, have the right to elect at least two directors at all times and to elect a majority of the directors in the event two years’ dividends on the preferred shares are unpaid. In each case, the remaining directors will be elected by the common shareholders and preferred shareholders voting together as a single class. The preferred shareholders vote as a separate class on certain other matters as required under the Fund’s Charter, the Investment Company Act of 1940 and Maryland law.



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NOTES TO FINANCIAL STATEMENTS (continued)

NOTE F

Distributions to Common Shareholders

The tax character of distributions to be paid for the year ending October 31, 2025 will be determined at the end of the current fiscal year. The tax character of distributions paid during the fiscal years ended October 31, 2024 and October 31, 2023 were as follows:


	2024		2023
Distributions paid from:
Ordinary income	$	377,523	$	538,524

Total taxable distributions paid		377,523		538,524
Tax-exempt income		11,180,816		11,075,867

Total distributions paid	$	11,558,339	$	11,614,391

As of October 31, 2024, the components of accumulated earnings (deficit) on a tax basis were as follows:


Undistributed ordinary income	$	535,988
Accumulated capital and other losses		(45,656,476	)^(a)
Unrealized appreciation (depreciation)		4,133,456	^(b)

Total accumulated earnings (deficit)	$	(40,987,032	)^(c)

(a)	As of October 31, 2024, the Fund had a net capital loss carryforward of $45,656,476.

(b)	The difference between book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to the tax treatment of tender options bonds.

(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 October 31, 2024, the Fund had a net short-term capital loss carryforward of $10,548,694 and a net long-term capital loss carryforward of $35,107,782, which may be carried forward for an indefinite period.

NOTE G

Risks Involved in Investing in the Fund



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NOTES TO FINANCIAL STATEMENTS (continued)

involve risks different from, and in certain cases, greater than, the risks presented by more traditional investments. At the discretion of the Fund’s Adviser, the Fund may invest up to 25% of its net assets in municipal bonds that are rated below investment-grade (i.e., “junk bonds”). These securities involve greater volatility and risk than higher-quality fixed-income securities.

Market Risk—The market value of a security may move up or down, sometimes rapidly and unpredictably. These fluctuations may cause a security to be worth less than the price originally paid for it, or less than it was worth at an earlier time. Market risk may affect a single issuer, industry, sector of the economy or the market as a whole. Global economies and financial markets are increasingly interconnected, which increases the probabilities that conditions in one country or region might adversely impact issuers in a different country or region. Conditions affecting the general economy, including political, social, or economic instability at the local, regional, or global level may also affect the market value of a security. Health crises, such as pandemic and epidemic diseases, as well as other incidents that interrupt the expected course of events, such as natural disasters, including fires, earthquakes and flooding, war or civil disturbance, acts of terrorism, power outages and other unforeseeable and external events, and the public response to or fear of such diseases or events, have had, and may in the future have, an adverse effect on the Fund’s investments and net asset value and can lead to increased market volatility. For example, the diseases or events themselves or any preventative or protective actions that governments may take in respect of such diseases or events may result in periods of business disruption, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for issuers of securities held by the Fund. The occurrence and pendency of such diseases or events could adversely affect the economies and financial markets either in specific countries or worldwide.

Municipal Market Risk—This is the risk that special factors may adversely affect the value of the 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, or 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. The Fund’s investment 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.



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NOTES TO FINANCIAL STATEMENTS (continued)

Financing and Related Transactions; Leverage and Other Risks—The Fund utilizes leverage to seek to enhance the yield and NAV attributable to its common stock. These objectives may not be achieved in all interest-rate environments. Leverage creates certain risks for holders of common stock, including the likelihood of greater volatility of the NAV and market price of the common stock. If income from the securities purchased from the funds made available by leverage is not sufficient to cover the cost of leverage, the Fund’s return will be less than if leverage had not been used.

As a result, the amounts available for distribution to common stockholders as dividends and other distributions will be reduced. During periods of rising short-term interest rates, the interest paid on the preferred shares or floaters in TOB transactions would increase, which may adversely affect the Fund’s income and distribution to common stockholders. A decline in distributions would adversely affect the Fund’s yield and possibly the market value of its shares. If rising short-term rates coincide with a period of rising long-term rates, the value of the long-term municipal bonds purchased with the proceeds of leverage would decline, adversely affecting the NAV attributable to the Fund’s common stock and possibly the market value of the shares.

The Fund may invest in a TOB trust on either a recourse or non-recourse basis. TOB trusts are typically supported by a liquidity facility provided by the liquidity



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NOTES TO FINANCIAL STATEMENTS (continued)

provider. When the Fund invests in a TOB trust on a non-recourse basis, the Fund will not be subject to an obligation to reimburse the liquidity provider for any losses with respect to the liquidity facility. If the Fund invests in a TOB trust on a recourse basis, the Fund will typically enter into a reimbursement agreement or other arrangement with the Liquidity Provider where the Fund is required to reimburse the liquidity provider for any losses with respect to the liquidity facility. As a result, if the Fund invests in a TOB trust on a recourse basis, the Fund could suffer losses in excess of the value of its residual inverse floaters. See Note H to the financial statements for more information about TOB transactions.

The use of derivative instruments by the Fund, such as forwards, futures, options and swaps, may also result in a form of leverage.

Because the advisory fees received by the Adviser are based on the total net assets of the Fund (including assets supported by the proceeds of the Fund’s outstanding preferred shares), the Adviser has a financial incentive for the Fund to keep its preferred shares outstanding, which may create a conflict of interest between the Adviser and the common shareholders of the Fund.

Tax Risk—There is no guarantee that the income on the Fund’s municipal securities will be exempt from regular federal income and state income taxes. Unfavorable legislation, adverse interpretations by federal or state authorities, litigation or noncompliant conduct by the issuer of a municipal security could affect the tax-exempt status of municipal securities. If the Internal Revenue Service or a state authority determines that an issuer of a municipal security has not complied with applicable requirements, interest from the security could become subject to regular federal income tax and/or state personal income tax, possibly retroactively to the date the security was issued, the value of the security could decline significantly, and a portion of the distributions to Fund shareholders could be recharacterized as taxable. Recent federal legislation included reductions in tax rates for individuals, with relatively larger reductions in tax rates for corporations. These tax rate reductions may reduce the demand for municipal bonds which could reduce the value of municipal bonds held by the Fund.

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 the Fund’s 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. Changing interest rates may have unpredictable effects on the markets, may result in heightened market volatility and may detract from Fund performance. In addition, changes in monetary policy may exacerbate the risks associated with changing interest rates.

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, reference rate or index, 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.

Illiquid Investments Risk—Illiquid investments risk exists when certain investments are or become difficult to purchase or sell, possibly preventing the Fund from selling out of these securities at an advantageous price. Causes of illiquid investments risk may include low trading volumes, large positions and heavy redemptions of Fund shares. Illiquid investments risk may be magnified in a rising interest-rate environment, when the value and liquidity of fixed-income securities generally decline. Derivatives and securities involving substantial market and credit risk tend to involve greater illiquid investments risk than most other types of investments. The Fund is subject to illiquid investments risk because the market for municipal securities is generally smaller than many other markets, which may make municipal securities more difficult to trade than other types of securities. Illiquid securities may also be difficult to value.

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 the 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.



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NOTES TO FINANCIAL STATEMENTS (continued)

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 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 “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, 2025, the amount of the Fund’s Floating Rate Notes outstanding was $31,850,000 and the related interest rate was 3.40% to 3.50%. For the six months ended April 30, 2025, the average amount of Floating Rate Notes outstanding and the daily weighted average interest rate were $44,115,193 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



ABFunds.com		AllianceBernstein National Municipal Income Fund 43

FINANCIAL HIGHLIGHTS

Selected Data For A Share Of Common Stock Outstanding Throughout Each Period


	Six Months Ended April 30, 2025 (unaudited)			Year Ended October 31,
	Six Months Ended April 30, 2025 (unaudited)			2024			2023			2022			2021			2020


Net asset value, beginning of period		$ 12.57			$ 10.84			$ 11.29			$ 15.26			$ 14.94			$ 15.23

Income From Investment Operations

Net investment income^(a)(b)		.24			.41			.40			.57			.63			.58

Net realized and unrealized gain (loss) on investment transactions		(.81	)		1.72			(.45	)		(3.96	)		.33			(.28	)

Net increase (decrease) in net asset value from operations		(.57	)		2.13			(.05	)		(3.39	)		.96			.30

Less: Dividends and Distributions to Common Shareholders from

Net investment income		(.24	)		(.40	)		(.40	)		(.58	)		(.64	)		(.59	)

Net asset value, end of period		$ 11.76			$ 12.57			$ 10.84			$ 11.29			$ 15.26			$ 14.94

Market value, end of period		$ 10.37			$ 11.31			$ 9.07			$ 10.22			$ 14.66			$ 13.58


Discount, end of period		(11.82	)%		(10.02	)%		(16.33	)%		(9.48	)%		(3.93	)%		(9.10	)%

Total Return

Total investment return based on:^(c)

Market value		(6.31	)%		29.33	%		(7.75	)%		(26.92	)%		12.79	%		4.39	%

Net asset value		(4.48	)%		20.27	%		(.20	)%		(22.45	)%		6.71	%		2.48	%

Ratios/Supplemental Data

Net assets applicable to common shareholders, end of period (000’s omitted)		$337,926			$361,431			$311,651			$324,485			$438,683			$429,462

Variable Rate Demand Preferred Shares:

Liquidation value ($25,000 per share) (000’s omitted)		$100,000			$100,000			$– 0	–		$– 0	–		$– 0	–		$– 0	–

Asset coverage per share		$69,871			$72,992			$– 0	–		$– 0	–		$– 0	–		$– 0	–

Variable Rate MuniFund Term Preferred Shares:

Liquidation value ($25,000 per share) (000’‘s omitted)		$88,275			$88,275			$232,125			$232,125			$232,125			$232,125

Asset coverage per share		$69,871			$72,992			$58,565			$59,947			$72,246			$71,253

Ratio to average net assets applicable to common shareholders of:

Expenses, net of waivers/reimbursements^(d)		3.61	%^{^}		3.99	%		3.80	%		2.15	%		1.56	%		2.01	%

Expenses, before waivers/reimbursements^(d)		3.61	%^{^}		3.99	%		3.80	%		2.15	%		1.56	%		2.01	%

Net investment income^(b)		3.93	%^{^}		3.27	%		3.28	%		4.18	%		4.08	%		3.90	%

Portfolio turnover rate		23	%		32	%		55	%		18	%		5	%		6	%

Asset coverage ratio		279	%		292	%		234	%		240	%		289	%		285	%

See footnote summary on page 46.



ABFunds.com		AllianceBernstein National Municipal Income Fund 45

FINANCIAL HIGHLIGHTS (continued)

Selected Data For A Share Of Common Stock Outstanding Throughout Each Period

(a)	Based on average shares outstanding.

(b)	Net of fees waived by the Adviser.

(c)

Total investment return is calculated assuming a purchase of common stock on the opening of the first day and a sale on the closing of the last day of each period reported. Dividends and distributions, if any, are assumed for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Generally, total investment return based on net asset value will be higher than total investment return based on market value in periods where there is an increase in the discount or a decrease in the premium of the market value to the net asset value from the beginning to the end of such periods. Conversely, total investment return based on net asset value will be lower than total investment return based on market value in periods where there is a decrease in the discount or an increase in the premium of the market value to the net asset value from the beginning to the end of such periods. Total investment return calculated for a period of less than one year is not annualized.

(d)	The expense ratios presented below exclude interest expense:


	Six Months Ended April 30, 2025 (unaudited)			Year Ended October 31,
	Six Months Ended April 30, 2025 (unaudited)			2024			2023			2022			2021			2020
Net of waivers/reimbursements		.95	%^{^}		1.02	%		1.03	%		.99	%		.94	%		.96	%
Before waivers/reimbursements		.95	%^{^}		1.02	%		1.04	%		.99	%		.94	%		.96	%

^	Annualized.

See notes to financial statements.



46 AllianceBernstein National Municipal Income Fund		ABFunds.com

ADDITIONAL INFORMATION

(unaudited)

Shareholders whose shares are registered in their own names can elect to participate in the Dividend Reinvestment Plan (the “Plan”), pursuant to which dividends and capital gain distributions to shareholders will be paid in or reinvested in additional shares of the Fund (the “Dividend Shares”). Computershare Trust Company NA, (the “Agent”) will act as agent for participants under the Plan. Shareholders whose shares are held in the name of broker or nominee should contact such broker or nominee to determine whether or how they may participate in the Plan.

If the Board declares an income distribution or determines to make a capital gain distribution payable either in shares or in cash, non-participants in the Plan will receive cash and participants in the Plan will receive the equivalent in shares of Common Stock of the Fund valued as follows:

(i)

If the shares of Common Stock are trading at net asset value or at a premium above net asset value at the time of valuation, the Fund will issue new shares at the greater of net asset value or 95% of the then current market price.

(ii)

If the shares of Common Stock are trading at a discount from net asset value at the time of valuation, the Agent will receive the dividend or distribution in cash and apply it to the purchase of the Fund’s shares of Common Stock in the open market on the New York Stock Exchange or elsewhere, for the participants’ accounts. Such purchases will be made on or shortly after the payment date for such dividend or distribution and in no event more than 30 days after such date except where temporary curtailment or suspension of purchase is necessary to comply with Federal securities laws. If, before the Agent has completed its purchases, the market price exceeds the net asset value of a share of Common Stock, the average purchase price per share paid by the Agent may exceed the net asset value of the Fund’s shares of Common Stock, resulting in the acquisition of fewer shares than if the dividend or distribution had been paid in shares issued by the Fund.

The Agent will maintain all shareholders’ accounts in the Plan and furnish written confirmation of all transactions in the account, including information needed by shareholders for tax records. Shares in the account of each Plan participant will be held by the Agent in non-certificate form in the name of the participant, and each shareholder’s proxy will include those shares purchased or received pursuant to the Plan.

There will be no charges with respect to shares issued directly by the Fund to satisfy the dividend reinvestment requirements. However, each participant will pay a pro rata share of brokerage commissions incurred with respect to the Agent’s open market purchases of shares.



ABFunds.com		AllianceBernstein National Municipal Income Fund 47

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

The disinterested directors (the “directors”) of AllianceBernstein National Municipal Income Fund, Inc. (the “Fund”) unanimously approved the continuance of the Fund’s Advisory Agreement with the Adviser at a meeting held in-person on July 30-31, 2024 (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 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.

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



ABFunds.com		AllianceBernstein National Municipal Income Fund 49

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 directors also considered that the Advisory Agreement provides that the Fund will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Fund by employees of the Adviser or its affiliates. The directors noted that historically, including in the most recent fiscal year of the Fund, the Adviser has not requested such reimbursements. 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 2022 and 2023 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, including those relating to its subsidiary that provides shareholder services to 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. 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, including, but not limited to, benefits relating to shareholder servicing fees paid by the Fund to a wholly owned subsidiary of the Adviser. The directors recognized that the Adviser’s profitability would be somewhat lower without these benefits. The directors understood that the Adviser also might derive reputational and other benefits from its association with the Fund.



50 AllianceBernstein National Municipal Income Fund		ABFunds.com

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 Fund’s performance 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 May 31, 2024 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors discussed with the Adviser the reasons for the Fund’s underperformance in the periods reviewed and determined to continue to monitor the Fund’s performance closely.

Advisory Fees and Other Expenses

The directors considered the advisory fee rate payable by the Fund to the Adviser and information prepared 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 compared the Fund’s contractual advisory fee rate with a peer group median and noted that it was equal to the median.

The directors noted that the Fund’s Advisory Agreement provides that fees are computed based on average daily net assets (i.e., including assets supported by the Fund’s preferred stock), which the directors considered appropriate because the Adviser is responsible for investing the assets supported by the preferred stock. The directors also compared the Fund’s contractual advisory fee rate with the fee rates charged by the Adviser for advising several open-end funds that invest in municipal securities and noted historical differences in their fee structures.

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.

In connection with their consideration of the Fund’s advisory fee, the directors also considered the total expense ratio of the Fund (including assets supported by the Fund’s preferred stock) in comparison to the medians for a peer group and a peer universe selected by the 15(c) service provider. The expense ratio of the Fund was based on the Fund’s latest fiscal year. The directors noted that it was likely that the expense ratios of some of the other funds in the Fund’s category were lowered by waivers or reimbursements by those funds’ investment advisers, which in some cases might be voluntary or temporary. The directors view expense ratio information as relevant to their evaluation of the Adviser’s



ABFunds.com		AllianceBernstein National Municipal Income Fund 51

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

Mid Cap Value Portfolio

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/GLOBAL EQUITY

CORE

Global Core Equity Portfolio

International Low Volatility Equity Portfolio¹

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

Short Duration High Yield Portfolio¹

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

Conservative Buffer ETF

Core Plus Bond ETF

Corporate Bond ETF

Disruptors ETF

High Yield ETF

Tax-Aware Intermediate Municipal ETF

Tax-Aware Long Municipal ETF

Tax-Aware Short Duration Municipal ETF

Ultra Short Income ETF

US High Dividend ETF

US Large Cap Strategic Equities 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.

1	Prior to July 5, 2023, International Low Volatility Equity Portfolio was named International Strategic Core Portfolio and Short Duration High Yield Portfolio was named Limited Duration High Income Portfolio.



ABFunds.com		AllianceBernstein National Municipal Income Fund 53

Privacy Notice

AllianceBernstein and its affiliates (collectively referred to as “AllianceBernstein”, “we”, “our”, and similar pronouns) understand the importance of maintaining the confidentiality and security of our clients’ nonpublic personal information. Nonpublic personal information is personally identifiable financial information about our clients who are natural persons. To provide financial products and services to our clients, we collect nonpublic personal information from a variety of sources, including: (1) information we receive from clients, such as through applications or other forms, which can include a client’s name, address, phone number, social security number, assets, income and other household information, (2) information about client transactions with us, our affiliates and non-affiliated third parties, which can include account balances and transactions history, and (3) information from visitors to our websites provided through online forms, site visitorship data and online information-collecting devices known as “cookies.”

We may disclose all of the nonpublic personal information that we collect about our current and former clients, as described above, to non-affiliated third parties to manage our business and as otherwise required or permitted by law, including those that perform transaction processing or servicing functions, marketing services providers that provide marketing services on our behalf pursuant to a joint marketing agreement, and professional services firms that provide knowledge-based services such as accountants, consultants, lawyers and auditors to help manage client accounts. We require all the third-party providers to adhere to our privacy policy or a functional equivalent.

We may also disclose the nonpublic personal information that we collect about current and former clients, as described above, to our affiliated investment, brokerage, service and insurance companies for the purpose of marketing their products or services to clients under circumstances that are permitted by law, such as if our affiliate has its own relationship with you. We have policies and procedures to ensure that certain conditions are met before an AllianceBernstein affiliated company may use information obtained from another affiliate to solicit clients for marketing purposes.

We will also use nonpublic personal information about our clients for our own internal analysis, analytics, research and development, and to improve and add to our client offerings.

We have policies and procedures designed to safeguard the confidentiality and security of nonpublic personal information about our clients that include restricting access to nonpublic personal information to personnel that have been screened and undergone security and privacy training; to personnel who need it to perform their work functions such as our operations, customer service, account management, finance, quality, vendor management and compliance teams as required to provide services, communicate with you and fulfill our legal obligations.

We employ reasonably designed physical, electronic and procedural safeguards to secure and protect client nonpublic personal information.

If you are in the European Economic Area (“EEA”) or Switzerland, we will comply with applicable legal requirements providing adequate protection for the transfer of personal information to recipients in countries outside of the EEA and Switzerland.

For more information, our Privacy Policy statement can be viewed here: https://www.alliancebernstein.com/abcom/Privacy_Terms/PrivacyPolicy.htm.

ITEM 2.

CODE OF ETHICS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable when filing a semi-annual report to shareholders.

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable when filing a semi-annual report to shareholders.

ITEM 6.

INVESTMENTS.

Please see Schedule of Investments contained in the Financial Statements included under Item 1 of this Form N-CSR.

ITEM 7.

FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 8.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9.

PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES

Not applicable to the registrant.

ITEM 10.

REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 11.

STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.

Statement regarding basis for Approval of Investment Advisory Contract included within the Financial Statements under Item 1 of this Form N-CSR.

ITEM 12.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable when filing a semi-annual report to shareholders.

ITEM 13.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

Not applicable when filing a semi-annual report to shareholders.

ITEM 14.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 15.

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 16.

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-2(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 17.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 18.

RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.

Not applicable to the registrant.



	NAV Returns		Market Price

1 Year		0.22%		2.87%

5 Years		0.90%		0.26%

10 Years		2.31%		1.86%



	NAV Returns		Market Price

1 Year		0.01%		2.76%

5 Years		0.53%		1.01%

10 Years		2.41%		2.16%


EXHIBIT NO.		DESCRIPTION OF EXHIBIT

19(b)(1)		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

19(b)(2)		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

19(c)		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


By:		/s/ Onur Erzan
		Onur Erzan
		President

Date:		June 27, 2025


By:		/s/ Onur Erzan
		Onur Erzan
		President

Date:		June 27, 2025

By:		/s/ Stephen M. Woetzel
		Stephen M. Woetzel
		Treasurer and Chief Financial Officer

Date:		June 27, 2025



Investment Products Offered		• Are Not FDIC Insured • May Lose Value • Are Not Bank Guaranteed



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