N-CSR 1 d870604dncsr.htm AB CORPORATE SHARES AB Corporate Shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21497

 

 

AB CORPORATE SHARES

(Exact name of registrant as specified in charter)

 

 

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

(Address of principal executive offices) (Zip code)

 

 

Joseph J. Mantineo

AllianceBernstein L.P.

1345 Avenue of the Americas

New York, New York 10105

(Name and address of agent for service)

 

 

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

Date of fiscal year end: April 30, 2019

Date of reporting period: April 30, 2019

 

 

 


ITEM 1. REPORTS TO STOCKHOLDERS.

 


APR    04.30.19

LOGO

ANNUAL REPORT

AB CORPORATE INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB CORPORATE INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 5, 2019

This report provides management’s discussion of fund performance for AB Corporate Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

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

NAV RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     6 Months      12 Months  
AB CORPORATE INCOME SHARES      7.60%        7.03%  
Bloomberg Barclays US Credit Bond Index      6.90%        6.38%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays US Credit Bond Index, for the six- and 12-month periods ended April 30, 2019.

During the 12-month period, the Fund outperformed the benchmark. Security selection contributed, relative to the benchmark, primarily within the energy and technology sectors. Yield-curve positioning was also positive, as gains from an overweight in the four- to six-year portion of the curve more than offset negative returns from an underweight along the two- to three-year parts of the curve. An underweight to the long end of the curve also detracted. Industry allocation did not have a meaningful impact on overall performance.

During the six-month period, the Fund outperformed the benchmark. Security selection contributed to returns, as gains from selection within banking and technology more than offset losses within the insurance sector. Yield-curve positioning boosted returns further, particularly an overweight in four- to six-year maturities. Underweights along the two- to three-year and seven- to 10-year parts of the curve took back some of these gains. The Fund’s longer-than-benchmark duration was also positive, as rates rallied in the period. Industry positioning did not significantly affect overall performance.

During both periods, the Fund utilized derivatives in the form of futures for hedging purposes, which detracted from absolute returns, while interest rate swaps for hedging purposes and credit default swaps for investment purposes contributed.

 

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MARKET REVIEW AND INVESTMENT STRATEGY

Fixed-income markets generally performed well over the 12-month period ended April 30, 2019. Worries over a global trade war, geopolitical uncertainty and tighter monetary policy gave way to risk-on sentiment following a dovish pivot from the US Federal Reserve (the “Fed”), trade-talk progress and Chinese policy stimulus. Global high yield, investment-grade securities and developed-market treasuries performed in line, while emerging-market debt sectors had more mixed returns. Emerging-market hard-currency corporates and sovereigns were buoyed by the Fed pause and general risk appetite, while local-currency debt came under pressure from a stronger US dollar.

The Fed increased interest rates quarterly in 2018 and began to formally reduce its balance sheet, as widely expected, before surprising markets with a dovish pivot in 2019. Markets around the globe reacted positively to the Fed’s tightening pause. Although the European Central Bank (“ECB”) formally ended its bond-buying program, the bank also turned more dovish in 2019, pointing to a continent-wide slowdown in economic growth. ECB officials announced a new series of targeted longer-term refinancing operations and pushed out any rate hikes until at least 2020. Central banks in Canada and Australia grew more dovish as well, ruling out interest-rate hikes for the remainder of the year, while the Bank of Japan echoed the sentiment by adjusting forward guidance to indicate that interest rates would remain low until at least 2020.

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

INVESTMENT POLICIES

The Fund invests, under normal circumstances, at least 80% of its net assets in US corporate bonds. The Fund may also invest in US government securities (other than US government securities that are mortgage-backed or asset-backed securities), repurchase agree-ments and forward contracts relating to US government securities. The Fund normally invests all of its assets in securities that are rated, at the time of purchase, at least BBB- or the equivalent. The Fund will not invest in unrated corporate debt securities. The Fund has the flexibility to invest in long- and short-term fixed-income securities. In making decisions about whether to buy or sell securities, the Adviser will consider, among other things, the strength of certain sectors of the fixed-income market relative to others, interest rates and other general market conditions and the credit quality of individual issuers.

 

(continued on next page)

 

abfunds.com   AB CORPORATE INCOME SHARES    |    3


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

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

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

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

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

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

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

 

abfunds.com   AB CORPORATE INCOME SHARES    |    5


 

DISCLOSURES AND RISKS (continued)

 

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

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

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

 

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HISTORICAL PERFORMANCE

 

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

4/30/2009 TO 4/30/2019

 

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Corporate Income Shares (from 4/30/2009 to 4/30/2019) as compared to the performance of the Fund’s benchmark.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    7


 

HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     NAV Returns  
1 Year      7.03%  
5 Years      3.70%  
10 Years      7.43%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2019 (unaudited)

 

     NAV Returns  
1 Year      5.35%  
5 Years      3.85%  
10 Years      7.69%  

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

 

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EXPENSE EXAMPLE

(unaudited)

 

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

    Beginning
Account Value
November 1, 2018
    Ending
Account Value
April 30, 2019
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $   1,000     $   1,076.00     $   – 0  –      0.00

Hypothetical**

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

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2019 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $98.7

 

 

 

LOGO

 

1

All data are as of April 30, 2019. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

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PORTFOLIO OF INVESTMENTS

April 30, 2019

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT GRADE – 96.7%

 

 

Industrial – 53.8%

    

Basic – 3.2%

    

Celulosa Arauco y Constitucion SA
4.25%, 4/30/29(a)

   $ 246     $ 245,321  

4.50%, 8/01/24

     200       205,480  

Dow Chemical Co. (The)
4.375%, 11/15/42

     140       135,355  

Glencore Finance Canada Ltd.
4.95%, 11/15/21(a)

     80       83,229  

Glencore Funding LLC
4.125%, 5/30/23(a)

     125       127,750  

4.625%, 4/29/24(a)

     175       181,527  

LYB International Finance BV
4.00%, 7/15/23

     228       235,223  

LyondellBasell Industries NV
4.625%, 2/26/55

     102       93,986  

Mosaic Co. (The)
4.25%, 11/15/23

     221       230,105  

Reliance Steel & Aluminum Co.
4.50%, 4/15/23

     848       882,971  

Sherwin-Williams Co. (The)
3.125%, 6/01/24

     62       61,808  

Suzano Austria GmbH
6.00%, 1/15/29(a)

     224       239,564  

Vale Overseas Ltd.
6.25%, 8/10/26

     90       98,449  

Westlake Chemical Corp.
4.375%, 11/15/47

     360       325,865  
    

 

 

 
       3,146,633  
    

 

 

 

Capital Goods – 3.2%

    

General Electric Co.
Series G
3.10%, 1/09/23

     374       372,665  

Johnson Controls International PLC
4.50%, 2/15/47

     372       353,906  

Masco Corp.
4.375%, 4/01/26

     447       456,740  

4.45%, 4/01/25

     698       723,470  

Molex Electronic Technologies LLC
2.878%, 4/15/20(a)

     130       129,761  

United Technologies Corp.
2.80%, 5/04/24

     198       195,832  

5.70%, 4/15/40

     442       516,631  

Vulcan Materials Co.
4.50%, 6/15/47

     169       153,942  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    11


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wabtec Corp.
4.40%, 3/15/24

   $ 233     $ 239,221  
    

 

 

 
       3,142,168  
    

 

 

 

Communications - Media – 3.3%

    

Charter Communications Operating LLC/Charter Communications Operating Capital
5.375%, 5/01/47

     494       494,519  

Comcast Corp.
3.90%, 3/01/38

     215       213,650  

3.969%, 11/01/47

     135       131,260  

4.60%, 10/15/38

     85       91,478  

4.70%, 10/15/48

     85       92,444  

4.75%, 3/01/44

     140       151,908  

5.15%, 3/01/20

     709       722,882  

Discovery Communications LLC
5.20%, 9/20/47

     358       355,652  

Omnicom Group, Inc./Omnicom Capital, Inc.
4.45%, 8/15/20

     168       171,533  

Walt Disney Co. (The)
4.00%, 10/01/23(a)

     40       41,772  

5.40%, 10/01/43(a)

     180       221,031  

6.40%, 12/15/35(a)

     210       276,469  

8.875%, 4/26/23(a)

     125       152,254  

Warner Media LLC
4.85%, 7/15/45

     95       96,552  
    

 

 

 
       3,213,404  
    

 

 

 

Communications - Telecommunications – 3.2%

    

AT&T, Inc.
3.95%, 1/15/25

     828       854,446  

4.75%, 5/15/46

     89       88,453  

4.85%, 3/01/39

     99       101,520  

5.15%, 2/15/50

     75       78,712  

5.45%, 3/01/47

     168       184,091  

6.55%, 1/15/28-2/15/39

     350       417,715  

Rogers Communications, Inc.
4.50%, 3/15/43

     421       432,552  

Telefonica Emisiones SA
4.665%, 3/06/38

     196       193,029  

Verizon Communications, Inc.
4.862%, 8/21/46

     731       795,438  
    

 

 

 
       3,145,956  
    

 

 

 

Consumer Cyclical - Automotive – 2.9%

    

Ford Motor Credit Co. LLC
3.096%, 5/04/23

     483       462,994  

3.81%, 1/09/24

     395       386,223  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

4.14%, 2/15/23

   $ 200     $ 200,106  

General Motors Co.
5.95%, 4/01/49

     95       98,620  

General Motors Financial Co., Inc.
3.25%, 1/05/23

     921       914,921  

3.50%, 11/07/24

     599       590,854  

4.15%, 6/19/23

     116       118,336  

Hyundai Capital America
2.55%, 4/03/20(a)

     102       101,427  
    

 

 

 
       2,873,481  
    

 

 

 

Consumer Cyclical - Restaurants – 0.7%

    

McDonald’s Corp.
4.70%, 12/09/35

     585       624,616  

Starbucks Corp.
4.50%, 11/15/48

     90       91,410  
    

 

 

 
       716,026  
    

 

 

 

Consumer Cyclical - Retailers – 0.7%

    

Dollar General Corp.
3.25%, 4/15/23

     61       61,279  

Home Depot, Inc. (The)
4.40%, 3/15/45

     105       112,900  

5.875%, 12/16/36

     40       50,558  

Lowe’s Cos., Inc.
4.55%, 4/05/49

     145       147,255  

4.65%, 4/15/42

     295       301,926  
    

 

 

 
       673,918  
    

 

 

 

Consumer Non-Cyclical – 8.2%

    

AbbVie, Inc.
4.875%, 11/14/48

     142       140,296  

Altria Group, Inc.
4.40%, 2/14/26

     490       506,048  

Anheuser-Busch Cos. LLC/Anheuser-Busch InBev Worldwide, Inc.
4.90%, 2/01/46(a)

     385       389,924  

Anheuser-Busch InBev Worldwide, Inc.
4.60%, 4/15/48

     340       331,704  

4.95%, 1/15/42

     490       500,393  

Biogen, Inc.
5.20%, 9/15/45

     100       106,384  

Bunge Ltd. Finance Corp.
3.25%, 8/15/26

     153       141,897  

Cardinal Health, Inc.
2.616%, 6/15/22

     537       528,526  

Celgene Corp.
4.55%, 2/20/48

     75       76,401  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Cigna Corp.
4.80%, 8/15/38(a)

   $ 37     $ 37,310  

Constellation Brands, Inc.
5.25%, 11/15/48

     184       199,999  

CVS Health Corp.
5.125%, 7/20/45

     120       118,940  

Eli Lilly & Co.
5.55%, 3/15/37

     83       100,037  

Express Scripts Holding Co.
3.00%, 7/15/23

     71       70,311  

4.80%, 7/15/46

     90       89,308  

Gilead Sciences, Inc.
4.15%, 3/01/47

     75       71,969  

4.50%, 2/01/45

     170       170,672  

4.60%, 9/01/35

     140       149,395  

JM Smucker Co. (The)
4.375%, 3/15/45

     261       249,205  

Johnson & Johnson
3.55%, 3/01/36

     851       850,643  

Kraft Heinz Foods Co.
5.20%, 7/15/45

     124       122,469  

Leggett & Platt, Inc.
4.40%, 3/15/29

     773       783,760  

Newell Brands, Inc.
3.85%, 4/01/23

     831       825,092  

Perrigo Finance Unlimited Co.
4.375%, 3/15/26

     420       413,851  

Philip Morris International, Inc.
4.50%, 3/26/20

     475       482,491  

Reynolds American, Inc.
4.45%, 6/12/25

     235       242,365  

Smithfield Foods, Inc.
3.35%, 2/01/22(a)

     65       64,932  

Tyson Foods, Inc.
5.10%, 9/28/48

     359       374,304  
    

 

 

 
       8,138,626  
    

 

 

 

Energy – 13.4%

    

Andeavor Logistics LP/Tesoro Logistics Finance Corp.
3.50%, 12/01/22

     175       177,007  

Apache Corp.
6.00%, 1/15/37

     399       439,734  

Boardwalk Pipelines LP
4.80%, 5/03/29

     304       303,736  

Buckeye Partners LP
3.95%, 12/01/26

     474       460,723  

 

14    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Cenovus Energy, Inc.
3.00%, 8/15/22

   $ 90     $ 88,727  

4.25%, 4/15/27

     94       94,405  

Columbia Pipeline Group, Inc.
4.50%, 6/01/25

     867       907,714  

Devon Energy Corp.
3.25%, 5/15/22

     40       40,260  

Ecopetrol SA
5.875%, 9/18/23-5/28/45

     89       95,165  

Enable Midstream Partners LP
3.90%, 5/15/24

     921       918,523  

5.00%, 5/15/44

     41       37,056  

Enbridge, Inc.
3.50%, 6/10/24

     711       718,878  

4.00%, 10/01/23

     867       896,747  

Enterprise Products Operating LLC
3.75%, 2/15/25

     140       144,396  

3.90%, 2/15/24

     59       61,118  

4.80%, 2/01/49

     85       90,234  

4.90%, 5/15/46

     45       48,271  

EQM Midstream Partners LP
4.75%, 7/15/23

     885       901,558  

EQT Corp.
3.00%, 10/01/22

     867       851,316  

3.90%, 10/01/27

     164       154,677  

Exxon Mobil Corp.
4.114%, 3/01/46

     524       558,259  

Kinder Morgan, Inc./DE
Series G
7.75%, 1/15/32

     439       577,395  

Noble Energy, Inc.
6.00%, 3/01/41

     113       127,397  

ONEOK, Inc.
4.95%, 7/13/47

     358       357,288  

5.20%, 7/15/48

     370       384,030  

Petro-Canada
6.80%, 5/15/38

     442       577,614  

Plains All American Pipeline LP/PAA Finance Corp.
3.60%, 11/01/24

     917       914,717  

Sabine Pass Liquefaction LLC
5.625%, 4/15/23

     843       909,504  

Suncor Energy, Inc.
6.50%, 6/15/38

     92       117,148  

Sunoco Logistics Partners Operations LP
3.90%, 7/15/26

     170       169,437  

5.35%, 5/15/45

     145       143,982  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

TransCanada PipeLines Ltd.
4.75%, 5/15/38

   $ 50     $ 52,237  

7.625%, 1/15/39

     153       208,290  

Western Midstream Operating LP
4.65%, 7/01/26

     81       83,778  

5.30%, 3/01/48

     270       274,836  

5.45%, 4/01/44

     149       154,626  

Williams Cos., Inc. (The)
5.75%, 6/24/44

     169       184,773  
    

 

 

 
       13,225,556  
    

 

 

 

Other Industrial – 0.2%

    

Alfa SAB de CV
5.25%, 3/25/24(a)

     200       208,799  
    

 

 

 

Services – 0.7%

    

CommonSpirit Health
4.35%, 11/01/42

     44       41,654  

eBay, Inc.
2.75%, 1/30/23

     62       61,417  

4.00%, 7/15/42

     230       201,811  

IHS Markit Ltd.
4.00%, 3/01/26(a)

     76       76,044  

4.125%, 8/01/23

     208       212,932  

Moody’s Corp.
5.25%, 7/15/44

     115       130,250  
    

 

 

 
       724,108  
    

 

 

 

Technology – 12.5%

    

Apple, Inc.
4.45%, 5/06/44

     620       670,821  

4.65%, 2/23/46

     250       277,768  

Arrow Electronics, Inc.
3.875%, 1/12/28

     540       527,218  

Avnet, Inc.
4.625%, 4/15/26

     612       622,814  

Broadcom Corp./Broadcom Cayman Finance Ltd.
2.65%, 1/15/23

     857       833,493  

Broadcom, Inc.
4.25%, 4/15/26(a)

     486       480,280  

CA, Inc.
3.60%, 8/15/22

     837       841,737  

Citrix Systems, Inc.
4.50%, 12/01/27

     495       496,084  

Dell International LLC/EMC Corp.
4.90%, 10/01/26(a)

     411       421,341  

6.02%, 6/15/26(a)

     386       418,586  

 

16    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Fidelity National Information Services, Inc.
4.50%, 8/15/46

   $ 193     $ 188,785  

5.00%, 10/15/25

     2       2,177  

Series 30Y
4.75%, 5/15/48

     90       91,674  

Hewlett Packard Enterprise Co.
6.35%, 10/15/45

     265       281,870  

HP, Inc.
6.00%, 9/15/41

     283       300,758  

International Business Machines Corp.
1.625%, 5/15/20

     489       483,988  

4.00%, 6/20/42

     530       518,663  

Jabil, Inc.
3.95%, 1/12/28

     112       106,901  

Keysight Technologies, Inc.
4.55%, 10/30/24

     295       308,142  

Lam Research Corp.
3.75%, 3/15/26

     142       145,958  

Microchip Technology, Inc.
3.922%, 6/01/21(a)

     175       177,445  

Micron Technology, Inc.
4.64%, 2/06/24

     935       963,602  

Microsoft Corp.
4.50%, 10/01/40

     429       481,574  

Oracle Corp.
6.125%, 7/08/39

     254       324,449  

QUALCOMM, Inc.
4.30%, 5/20/47

     95       96,072  

Seagate HDD Cayman
4.75%, 1/01/25

     38       37,152  

4.875%, 3/01/24

     310       311,187  

Tech Data Corp.
3.70%, 2/15/22

     867       871,205  

4.95%, 2/15/27

     204       206,656  

Xilinx, Inc.
2.95%, 6/01/24

     867       860,766  
    

 

 

 
       12,349,166  
    

 

 

 

Transportation - Railroads – 0.5%

    

Burlington Northern Santa Fe LLC
4.55%, 9/01/44

     85       92,541  

CSX Corp.
3.80%, 11/01/46

     175       165,681  

Union Pacific Corp.
4.00%, 4/15/47

     110       108,015  

4.30%, 3/01/49

     90       92,961  
    

 

 

 
       459,198  
    

 

 

 

 

abfunds.com   AB CORPORATE INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Transportation - Services – 1.1%

    

Aviation Capital Group LLC
3.875%, 5/01/23(a)

   $ 215     $ 217,077  

4.375%, 1/30/24(a)

     230       236,150  

ERAC USA Finance LLC
3.85%, 11/15/24(a)

     145       148,935  

Penske Truck Leasing Co. Lp/PTL Finance Corp.
3.90%, 2/01/24(a)

     300       306,222  

Ryder System, Inc.
2.50%, 9/01/22

     150       147,471  
    

 

 

 
       1,055,855  
    

 

 

 
       53,072,894  
    

 

 

 

Financial Institutions – 39.9%

    

Banking – 23.5%

    

Bank of America Corp.
3.366%, 1/23/26

     908       908,227  

3.458%, 3/15/25

     230       232,663  

Series L
3.95%, 4/21/25

     1,134       1,158,290  

Bank of Montreal
3.18% (LIBOR 3 Month + 0.57%), 3/26/22(b)

     235       235,658  

4.338%, 10/05/28

     480       492,480  

Bank One Corp.
8.00%, 4/29/27

     530       673,487  

Barclays PLC
1.00%, 5/07/25

     247       246,768  

4.338%, 5/16/24

     867       884,071  

Capital One Bank USA, NA
3.375%, 2/15/23

     525       525,394  

Capital One Financial Corp.
3.30%, 10/30/24

     916       914,370  

Citibank NA
3.165%, 2/19/22

     1,122       1,127,229  

Citigroup, Inc.
3.875%, 3/26/25

     461       467,675  

Citizens Financial Group, Inc.
4.30%, 12/03/25

     895       919,845  

Compass Bank
3.875%, 4/10/25

     481       481,409  

Cooperatieve Rabobank UA
4.375%, 8/04/25

     500       518,720  

Credit Suisse Group Funding Guernsey Ltd.
4.55%, 4/17/26

     405       426,307  

Deutsche Bank AG/New York NY
3.30%, 11/16/22

     334       323,045  

3.95%, 2/27/23

     635       623,043  

 

18    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Discover Financial Services
3.75%, 3/04/25

   $ 795     $ 795,159  

Goldman Sachs Group, Inc. (The)
2.876%, 10/31/22

     247       245,286  

2.905%, 7/24/23

     466       462,309  

2.908%, 6/05/23

     235       233,021  

3.75%, 5/22/25

     95       96,297  

4.25%, 10/21/25

     325       334,545  

4.411%, 4/23/39

     148       150,007  

5.95%, 1/15/27

     40       45,341  

HSBC Holdings PLC
4.25%, 3/14/24

     395       407,095  

ING Bank NV
5.80%, 9/25/23(a)

     440       476,564  

Intesa Sanpaolo SpA
3.125%, 7/14/22(a)

     245       239,936  

JPMorgan Chase & Co.
3.875%, 9/10/24

     295       303,658  

3.882%, 7/24/38

     95       93,794  

Lloyds Banking Group PLC
3.90%, 3/12/24

     228       232,204  

4.05%, 8/16/23

     220       225,095  

4.50%, 11/04/24

     915       938,589  

Morgan Stanley
Series F
3.875%, 4/29/24

     55       56,956  

Series G
3.75%, 2/25/23

     144       147,806  

Royal Bank of Scotland Group PLC
4.269%, 3/22/25

     235       239,858  

5.125%, 5/28/24

     391       406,069  

6.10%, 6/10/23

     724       773,522  

Santander Holdings USA, Inc.
3.40%, 1/18/23

     215       215,183  

4.40%, 7/13/27

     280       283,914  

4.50%, 7/17/25

     577       601,263  

Santander UK Group Holdings PLC
3.373%, 1/05/24

     867       859,240  

3.571%, 1/10/23

     348       348,887  

SunTrust Bank/Atlanta GA
3.20%, 4/01/24

     230       231,649  

3.30%, 5/15/26

     934       924,025  

Synchrony Bank
3.00%, 6/15/22

     933       925,891  

Wells Fargo & Co.
5.606%, 1/15/44

     400       465,732  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Westpac Banking Corp.
Series G
4.322%, 11/23/31

   $ 243     $ 244,465  
    

 

 

 
       23,162,041  
    

 

 

 

Brokerage – 3.1%

    

Brookfield Finance, Inc.
4.00%, 4/01/24

     122       124,984  

Invesco Finance PLC
3.125%, 11/30/22

     867       871,890  

Jefferies Financial Group, Inc.
5.50%, 10/18/23

     904       950,294  

Jefferies Group LLC/Jefferies Group Capital Finance, Inc.
4.85%, 1/15/27

     518       521,584  

Stifel Financial Corp.
4.25%, 7/18/24

     548       562,144  
    

 

 

 
       3,030,896  
    

 

 

 

Finance – 4.5%

    

AerCap Ireland Capital DAC/AerCap Global Aviation Trust
3.30%, 1/23/23

     209       207,106  

Aircastle Ltd.
4.125%, 5/01/24

     107       107,211  

4.40%, 9/25/23

     867       880,543  

Ares Capital Corp.
3.50%, 2/10/23

     867       854,255  

GE Capital International Funding Co. Unlimited Co.
3.373%, 11/15/25

     200       196,624  

4.418%, 11/15/35

     275       256,528  

International Lease Finance Corp.
5.875%, 8/15/22

     867       933,785  

Peachtree Corners Funding Trust
3.976%, 2/15/25(a)

     110       111,948  

Synchrony Financial
4.25%, 8/15/24

     135       136,580  

4.50%, 7/23/25

     806       821,951  
    

 

 

 
       4,506,531  
    

 

 

 

Insurance – 1.1%

    

Aetna, Inc.
3.875%, 8/15/47

     175       148,558  

Cigna Holding Co.
7.875%, 5/15/27

     53       66,114  

MetLife Capital Trust IV
7.875%, 12/15/67(a)

     150       184,660  

MetLife, Inc.
Series C
5.25%, 6/15/20(c)

     205       207,284  

 

20    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series D
5.875%, 3/15/28(c)

   $ 170     $ 177,225  

Prudential Financial, Inc.
5.20%, 3/15/44

     112       114,384  

5.625%, 6/15/43

     149       156,277  
    

 

 

 
       1,054,502  
    

 

 

 

REITS – 7.7%

    

Alexandria Real Estate Equities, Inc.
3.45%, 4/30/25

     87       87,303  

American Homes 4 Rent LP
4.25%, 2/15/28

     5       4,972  

American Tower Corp.
5.00%, 2/15/24

     750       808,800  

Brixmor Operating Partnership LP
3.85%, 2/01/25

     176       176,111  

EPR Properties
4.50%, 4/01/25

     20       20,435  

4.95%, 4/15/28

     5       5,235  

5.25%, 7/15/23

     175       184,532  

Essex Portfolio LP
3.25%, 5/01/23

     231       231,162  

3.375%, 1/15/23

     125       125,159  

3.875%, 5/01/24

     84       85,813  

GLP Capital LP/GLP Financing II, Inc.
5.375%, 11/01/23

     857       901,427  

HCP, Inc.
3.875%, 8/15/24

     150       153,897  

Hospitality Properties Trust
4.65%, 3/15/24

     148       151,798  

Host Hotels & Resorts LP
3.875%, 4/01/24

     171       171,715  

Series E
4.00%, 6/15/25

     728       730,599  

Kilroy Realty LP
3.45%, 12/15/24

     40       39,782  

Kimco Realty Corp.
2.80%, 10/01/26

     95       89,682  

LifeStorage LP/CA
3.50%, 7/01/26

     550       530,123  

Mid-America Apartments LP
3.75%, 6/15/24

     115       117,089  

National Retail Properties, Inc.
3.90%, 6/15/24

     170       174,122  

Omega Healthcare Investors, Inc.
4.50%, 1/15/25

     108       109,874  

5.25%, 1/15/26

     831       874,611  

 

abfunds.com   AB CORPORATE INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Regency Centers LP
3.75%, 6/15/24

   $ 33     $ 33,570  

Spirit Realty LP
4.45%, 9/15/26

     238       236,182  

VEREIT Operating Partnership LP
4.60%, 2/06/24

     360       371,156  

Vornado Realty LP
3.50%, 1/15/25

     435       432,085  

Washington Real Estate Investment Trust
4.95%, 10/01/20

     140       141,974  

Welltower, Inc.
4.00%, 6/01/25

     519       536,085  

WP Carey, Inc.
4.60%, 4/01/24

     44       46,149  
    

 

 

 
       7,571,442  
    

 

 

 
       39,325,412  
    

 

 

 

Utility – 3.0%

    

Electric – 2.6%

    

Abu Dhabi National Energy Co. PJSC
4.375%, 4/23/25(a)

     215       221,503  

Dominion Energy, Inc.
3.90%, 10/01/25

     110       114,722  

Duke Energy Corp.
3.75%, 9/01/46

     220       204,030  

Empresa de Transmision Electrica SA
5.125%, 5/02/49(a)

     246       251,638  

Enel Americas SA
4.00%, 10/25/26

     53       52,483  

Enel Chile SA
4.875%, 6/12/28

     62       65,651  

Entergy Corp.
4.00%, 7/15/22

     153       157,630  

Exelon Corp.
3.497%, 6/01/22

     94       95,218  

NextEra Energy Capital Holdings, Inc.
5.65%, 5/01/79

     194       196,933  

PSEG Power LLC
3.00%, 6/15/21

     160       159,955  

Pseg Power LLC
8.625%, 4/15/31

     388       523,203  

Sempra Energy
3.80%, 2/01/38

     215       198,264  

Southern Co. (The)
2.35%, 7/01/21

     175       173,345  

2.95%, 7/01/23

     145       144,725  
    

 

 

 
       2,559,300  
    

 

 

 

 

22    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Natural Gas – 0.3%

    

CenterPoint Energy Resources Corp.
4.10%, 9/01/47

   $ 75     $ 72,080  

GNL Quintero SA
4.634%, 7/31/29(a)

     200       206,163  

NiSource, Inc.
5.65%, 2/01/45

     60       70,596  
    

 

 

 
       348,839  
    

 

 

 

Other Utility – 0.1%

    

American Water Capital Corp.
3.75%, 9/01/47

     80       75,020  
    

 

 

 
       2,983,159  
    

 

 

 

Total Corporates – Investment Grade
(cost $93,239,999)

       95,381,465  
    

 

 

 
    

GOVERNMENTS – SOVEREIGN BONDS – 1.0%

 

 

Colombia – 0.2%

    

Colombia Government International Bond
5.20%, 5/15/49

     200       214,094  
    

 

 

 

Mexico – 0.3%

    

Mexico Government International Bond
4.60%, 1/23/46

     200       193,009  

4.75%, 3/08/44

     150       147,812  
    

 

 

 
       340,821  
    

 

 

 

Qatar – 0.3%

    

Qatar Government International Bond
4.817%, 3/14/49(a)

     228       244,815  
    

 

 

 

Saudi Arabia – 0.2%

    

Saudi Government International Bond
4.375%, 4/16/29(a)

     200       209,980  
    

 

 

 

Total Governments – Sovereign Bonds
(cost $948,148)

       1,009,710  
    

 

 

 
    

QUASI-SOVEREIGNS – 0.9%

    

Quasi-Sovereign Bonds – 0.9%

    

Chile – 0.4%

    

Corp. Nacional del Cobre de Chile
3.625%, 8/01/27(a)

     200       200,547  

Empresa Nacional del Petroleo
3.75%, 8/05/26(a)

     200       198,399  
    

 

 

 
       398,946  
    

 

 

 

Mexico – 0.3%

    

Petroleos Mexicanos
6.50%, 1/23/29

     240       240,173  
    

 

 

 

 

abfunds.com   AB CORPORATE INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Panama – 0.2%

    

Aeropuerto Internacional de Tocumen SA
5.625%, 5/18/36(a)

   $ 200     $ 210,671  
    

 

 

 

Total Quasi-Sovereigns
(cost $840,571)

       849,790  
    

 

 

 
    

CORPORATES – NON-INVESTMENT GRADE – 0.1%

    

Industrial – 0.1%

    

Technology – 0.1%

    

Xerox Corp.
2.80%, 5/15/20

     95       94,209  
    

 

 

 

Financial Institutions – 0.0%

    

Finance – 0.0%

    

Navient Corp.
4.875%, 6/17/19

     32       32,043  
    

 

 

 

Total Corporates – Non-Investment Grade
(cost $126,829)

       126,252  
    

 

 

 

Total Investments – 98.7%
(cost $95,155,547)

       97,367,217  

Other assets less liabilities – 1.3%

       1,313,257  
    

 

 

 

Net Assets – 100.0%

     $ 98,680,474  
    

 

 

 

FUTURES (see Note C)

 

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

Purchased Contracts

       

U.S. 10 Yr Ultra Futures

    9       June 2019     $     1,186,031     $ 8,003  

U.S. Long Bond (CBT) Futures

    2       June 2019       294,937       2,482  

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

    5       June 2019       1,065,039       4,017  

U.S. Ultra Bond (CBT) Futures

    19       June 2019       3,121,344       34,651  

Sold Contracts

       

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

    10       June 2019       1,156,406       (2,281

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

    7       June 2019       865,703       (9,142
       

 

 

 
        $     37,730  
       

 

 

 

 

24    |    AB CORPORATE INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                        

Notional
Amount
(000)

    Termination
Date
    Payments
made
by the
Fund
    Payments
received
by the
Fund
    Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD      1,170       9/09/21       1.132%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

  $ 35,250     $     $ 35,250  
USD     1,070       3/27/22       2.058%      
3 Month
LIBOR
 
 
 

Semi-Annual/

Quarterly

    8,690             8,690  
USD     60       11/04/44      
3 Month
LIBOR
 
 
    3.049%    

Quarterly/

Semi-Annual

    4,176             4,176  
USD     60       5/05/45      
3 Month
LIBOR
 
 
    2.562%    

Quarterly/

Semi-Annual

    (1,564           (1,564
USD     60       6/02/46      
3 Month
LIBOR
 
 
    2.186%    

Quarterly/

Semi-Annual

    (6,220           (6,220
USD     690       7/15/46      
3 Month
LIBOR
 
 
    1.783%    

Quarterly/

Semi-Annual

    (127,558           (127,558
USD     270       9/02/46      
3 Month
LIBOR
 
 
    1.736%    

Quarterly/

Semi-Annual

    (54,153           (54,153
USD     50       11/02/46      
3 Month
LIBOR
 
 
    2.086%    

Quarterly/

Semi-Annual

    (6,295           (6,295
           

 

 

   

 

 

   

 

 

 
            $  (147,674   $  —     $  (147,674
           

 

 

   

 

 

   

 

 

 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap
Counterparty &
Referenced
Obligation
  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
April 30,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Sale Contracts

 

Credit Suisse International

             

Kohl’s Corp., 4.250%, 7/17/25, 6/20/19*

    1.00     Quarterly       0.06     USD  34     $   84     $   (13   $   97  

 

*

Termination date

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $7,739,974 or 7.8% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019.

 

(c)

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

Glossary:

CBT – Chicago Board of Trade

LIBOR – London Interbank Offered Rates

PJSC – Public Joint Stock Company

REIT – Real Estate Investment Trust

See notes to financial statements.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    25


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2019

 

Assets   

Investments in securities, at value (cost $95,155,547)

   $ 97,367,217  

Cash

     1,050,785  

Cash collateral due from broker

     144,544  

Interest receivable

     995,736  

Receivable for shares of beneficial interest sold

     234,864  

Receivable for variation margin on futures

     14,136  

Receivable for variation margin on centrally cleared swaps

     6,937  

Market value on credit default swaps (net premiums received $13)

     84  
  

 

 

 

Total assets

     99,814,303  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     796,736  

Dividends payable

     335,679  

Other liabilities

     1,414  
  

 

 

 

Total liabilities

     1,133,829  
  

 

 

 

Net Assets

   $ 98,680,474  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 89  

Additional paid-in capital

     98,144,630  

Distributable earnings

     535,755  
  

 

 

 
   $     98,680,474  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 8,878,996 common shares outstanding)

   $ 11.11  
  

 

 

 

See notes to financial statements.

 

26    |    AB CORPORATE INCOME SHARES   abfunds.com


 

STATEMENT OF OPERATIONS

Year Ended April 30, 2019

 

Investment Income    

Interest

  $     3,597,902    

Other income

    1,088    
 

 

 

   

Total investment income

    $ 3,598,990  
   

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions    

Net realized gain (loss) on:

   

Investment transactions(a)

      (1,562,824

Futures

      (94,375

Swaps

      53,474  

Net change in unrealized appreciation/depreciation of:

   

Investments(b)

      4,243,419  

Futures

      23,911  

Swaps

      (1,432
   

 

 

 

Net gain on investment transactions

      2,662,173  
   

 

 

 

Net Increase in Net Assets from Operations

    $     6,261,163  
   

 

 

 

 

(a)

Net of foreign capital gains taxes of $634.

 

(b)

Net of increase in accrued foreign capital gains taxes of $780.

See notes to financial statements.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    27


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2019
    Year Ended
April 30,
2018
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 3,598,990     $ 2,826,325  

Net realized gain (loss) on investment transactions

     (1,603,725     461,846  

Net change in unrealized appreciation/depreciation of investments

     4,265,898       (3,145,718
  

 

 

   

 

 

 

Net increase in net assets from operations

     6,261,163       142,453  

Distribution to Shareholders

     (3,601,284     (2,860,509
Transactions in Shares of Beneficial Interest     

Net increase

     11,280,835       13,267,098  
  

 

 

   

 

 

 

Total increase

     13,940,714       10,549,042  
Net Assets     

Beginning of period

     84,739,760       74,190,718  
  

 

 

   

 

 

 

End of period

   $     98,680,474     $     84,739,760  
  

 

 

   

 

 

 

See notes to financial statements.

 

28    |    AB CORPORATE INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS

April 30, 2019

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) was organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Corporate Income Shares (the “Fund”).

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

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees (the “Board”).

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

 

abfunds.com   AB CORPORATE INCOME SHARES    |    29


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such 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.

 

30    |    AB CORPORATE INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate

 

abfunds.com   AB CORPORATE INCOME SHARES    |    31


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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, 2019:

 

Investments in
Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

        

Corporates – Investment Grade

   $ – 0  –    $ 95,381,465     $ – 0  –    $ 95,381,465  

Governments – Sovereign Bonds

     – 0  –      1,009,710       – 0  –      1,009,710  

Quasi-Sovereigns

     – 0  –      849,790       – 0  –      849,790  

Corporates – Non-Investment Grade

     – 0  –      126,252       – 0  –      126,252  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     – 0  –      97,367,217       – 0  –      97,367,217  

Other Financial Instruments(a):

        

Assets:

        

Futures

     49,153       – 0  –      – 0  –      49,153 (b) 

Centrally Cleared Interest Rate Swaps

     – 0  –      48,116       – 0  –      48,116 (b) 

Credit Default Swaps

     – 0  –      84       – 0  –      84  

Liabilities:

        

Futures

     (11,423     – 0  –      – 0  –      (11,423 )(b) 

Centrally Cleared Interest Rate Swaps

     – 0  –      (195,790     – 0  –      (195,790 )(b) 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $   37,730     $   97,219,627     $   – 0  –    $   97,257,357  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

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

 

(b)

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

3. Taxes

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

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

 

32    |    AB CORPORATE INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

4. Investment Income and Investment Transactions

Dividend income is recorded on the ex-dividend date or as soon as the Fund is informed of the dividend. Interest income is accrued daily. Investment transactions are accounted for on the date the securities are purchased or sold. Investment gains or losses are determined on the identified cost basis. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

5. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a

 

abfunds.com   AB CORPORATE INCOME SHARES    |    33


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the November 14, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

 

34    |    AB CORPORATE INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

Brokerage commissions paid on investment transactions for the year ended April 30, 2019 amounted to $856, of which $0 and $0, respectively, was paid to Sanford C. Bernstein & Co. LLC and Sanford C. Bernstein Limited, affiliates of the Adviser.

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:

 

     Purchases      Sales  

Investment securities (excluding
U.S. government securities)

   $     123,868,352      $     113,859,956  

U.S. government securities

     7,998,281        8,045,192  

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

 

Cost

   $     95,156,421  
  

 

 

 

Gross unrealized appreciation

   $ 2,420,857  

Gross unrealized depreciation

     (364,555
  

 

 

 

Net unrealized appreciation

   $ 2,056,302  
  

 

 

 

1. Derivative Financial Instruments

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

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

 

   

Futures

The Fund may buy or sell futures for investment purposes or for the purpose of hedging its portfolio against adverse effects of potential

 

abfunds.com   AB CORPORATE INCOME SHARES    |    35


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

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

During the year ended April 30, 2019, the Fund held futures for hedging purposes.

 

   

Swaps

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

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

At the time the Fund enters into a centrally cleared swap, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the clearinghouse on which the transaction is effected. Such amount is shown as cash collateral due from broker on the statement of assets and liabilities. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

Interest Rate Swaps:

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

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

During the year ended April 30, 2019, the Fund held interest rate swaps for hedging purposes.

Credit Default Swaps:

The Fund may enter into credit default swaps, including to manage its exposure to the market or certain sectors of the market, to reduce its risk exposure to defaults by corporate and sovereign issuers held by the Fund, or to create exposure to corporate or sovereign issuers to which it is not otherwise exposed. The Fund may purchase credit protection (“Buy Contract”) or provide credit protection (“Sale Contract”) on the referenced obligation of the credit default swap. During the term of the swap, the Fund receives/(pays) fixed payments

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

from/(to) the respective counterparty, calculated at the agreed upon rate applied to the notional amount. If the Fund is a buyer/(seller) of protection and a credit event occurs, as defined under the terms of the swap, the Fund will either (i) receive from the seller/(pay to the buyer) of protection an amount equal to the notional amount of the swap (the “Maximum Payout Amount”) and deliver/(take delivery of) the referenced obligation or (ii) receive/(pay) a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation.

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty. As of April 30, 2019, the Fund did not have Buy Contracts outstanding with respect to the same referenced obligations and same counterparty for its Sale Contracts outstanding.

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

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

During the year ended April 30, 2019, the Fund held credit default swaps for non- hedging purposes.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

During the year ended April 30, 2019, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

  Fair Value    

Statement of
Assets and
Liabilities
Location

  Fair Value  

Interest rate contracts

 

Receivable/Payable for variation margin on futures

 

$

49,153

 

Receivable/Payable for variation margin on futures

 

$

11,423

Interest rate contracts

 

Receivable/Payable for variation margin on centrally cleared swaps

 

 

48,116

 

Receivable/Payable for variation margin on centrally cleared swaps

 

 

195,790

Credit contracts

  Market value on credit default swaps     84      
   

 

 

     

 

 

 

Total

    $     97,353       $     207,213  
   

 

 

     

 

 

 

 

*

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Derivative Type

 

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

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

Interest rate contracts

  Net realized gain (loss) on futures; Net change in unrealized appreciation/depreciation of futures    $ (94,375   $ 23,911  

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      53,037       (1,053

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps      437       (379
    

 

 

   

 

 

 

Total

     $     (40,901   $     22,479  
    

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2019:

 

Futures:

  

Average notional amount of buy contracts

   $ 3,568,890  

Average notional amount of sale contracts

   $ 4,911,891  

Interest Rate Swaps:

  

Average notional amount

   $ 600,000 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 4,350,769  

Credit Default Swaps:

  

Average notional amount of sale contracts

   $ 33,934  

 

(a)

Positions were open for nine months during the year.

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

 

Counterparty

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

Credit Suisse International

  $ 84     $ – 0  –    $ – 0  –    $ – 0  –    $ 84  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     84     $     – 0  –    $     – 0  –    $     – 0  –    $     84 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

 

^

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

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

             
     Shares           Amount        
     Year Ended
April 30,
2019
     Year Ended
April 30,
2018
          Year Ended
April 30,
2019
    Year Ended
April 30,
2018
       
  

 

 

   

Shares sold

     3,322,790        2,303,569       $ 35,696,079     $ 25,844,879    

 

   

Shares redeemed

     (2,282,342      (1,123,831       (24,415,244     (12,577,781  

 

   

Net increase

     1,040,448        1,179,738       $ 11,280,835     $ 13,267,098    

 

   

NOTE E

Risks Involved in Investing in 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 any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

Interest Rate Risk—Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

money. As inflation increases, the value of the Fund’s assets can decline as can the value of the Fund’s distributions. This risk is significantly greater for fixed-income securities with longer maturities.

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

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. 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.

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.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2019 and April 30, 2018 were as follows:

 

     2019      2018  

Distributions paid from:

     

Ordinary income

   $     3,601,284    $     2,860,509  
  

 

 

    

 

 

 

Total distributions paid

   $ 3,601,284    $ 2,860,509  
  

 

 

    

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 411,789  

Accumulated capital and other losses

     (1,595,243 )(a) 

Unrealized appreciation/(depreciation)

     2,055,522 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     872,068 (c) 
  

 

 

 

 

(a)

As of April 30, 2019, the Fund had a net capital loss carryforward of $1,595,243.

 

(b)

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

 

(c)

The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the accrual of foreign capital gains tax and dividends payable.

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $226,600 and a net long-term capital loss carryforward of $1,368,643, which may be carried forward for an indefinite period.

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

NOTE H

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in Regulation S-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to Regulation S-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2019     2018     2017     2016     2015  
 

 

 

 

Net asset value, beginning of period

    $  10.81       $  11.14       $  11.19       $  11.36       $  11.13  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .44       .39       .38       .39       .43  

Net realized and unrealized gain (loss) on investment transactions

    .30       (.33     (.04     (.16     .22  
 

 

 

 

Net increase in net asset value from operations

    .74       .06       .34       .23       .65  
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.44     (.39     (.39     (.40     (.42
 

 

 

 

Net asset value, end of period

    $  11.11       $  10.81       $  11.14       $  11.19       $  11.36  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)*

    7.03  %      .50  %      3.08  %      2.12  %      5.94  % 

Ratios/Supplemental Data

         

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

    $98,680       $84,740       $74,191       $63,342       $44,939  

Ratio to average net
assets of:

         

Net investment income

    4.06  %      3.47  %      3.43  %      3.60  %      3.76  % 

Portfolio turnover rate

    140  %      73  %      79  %      59  %      42  % 

 

(a)

Based on average shares outstanding.

 

(b)

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

 

*

Includes the impact of proceeds received and credited to the Fund resulting from class action settlements, which enhanced the Fund’s performance for the years ended April 30, 2017 and April 30, 2015 by .01% and .01%, respectively.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of AB Corporate Shares

and Shareholders of AB Corporate Income Shares:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Corporate Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

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

 

abfunds.com   AB CORPORATE INCOME SHARES    |    47


 

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

New York, New York

June 26, 2019

 

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2019 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2019.

For foreign shareholders, 79.05% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2020.

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

 

A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Corporate Income Shares (the “Fund”) was held on October 11, 2018 and adjourned until November 14, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

 

1.

To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

 

Trustee:

   Voted
For:
     Authority
Withheld:
 

Michael J. Downey

     259,751,621        1,668,188  

William H. Foulk, Jr.*

     259,751,621        1,668,188  

Nancy P. Jacklin

     259,751,621        1,668,188  

Robert M. Keith

     259,751,621        1,668,188  

Carol C. McMullen

     259,751,621        1,668,188  

Gary L. Moody

     259,751,621        1,668,188  

Marshall C. Turner, Jr.

     259,751,621        1,668,188  

Earl D. Weiner

     259,751,621        1,668,188  

 

2.

To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

 

Voted
For
    Voted
Against
    Abstained     Broker
Non-Votes
 
  6,527,868       – 0 –       476,451       216,745  

 

*

Mr. Foulk retired on December 31, 2018.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1), Chairman

Michael J. Downey(1)

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

  

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Douglas J. Peebles, Senior

Vice President

Shawn E. Keegan(2), Vice President

Matthew J. Minnetian(2), Vice President

Emilie D. Wrapp, Secretary

  

Michael J. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

 

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Transfer Agent

AllianceBernstein Investor Services,

Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

 

1

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

 

2

The day-to-day management of, and investment decisions for, the Trust’s Portfolio are made by the Corporate Income Shares Investment Team. Messrs. Keegan and Minnetian are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio.

 

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TRUSTEES AND OFFICERS INFORMATION

 

Board of Trustees Information

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

 

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

Robert M. Keith,#
1345 Avenue of the Americas
New York, NY 10105
59

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED)**
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY HELD
BY TRUSTEE
INDEPENDENT TRUSTEE    
Marshall C. Turner, Jr.,## Chairman of the Board
77
(2005)
  Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     92     Xilinx, Inc. (programmable logic semi-conductors) since 2007

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   
Michael J. Downey,##
75
(2005)
  Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
71
(2006)
  Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   
Carol C. McMullen,##
63
(2016)
  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   
Garry L. Moody,##
67
(2008)
  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     92     None
     
Earl D. Weiner,##
79
(2007)
  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

 

*

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

 

**

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

 

***

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

 

#

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

 

##

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

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

Officer Information

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

 

NAME, ADDRESS,*

AND AGE

  

POSITION(S)

HELD WITH FUND

   PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS

Robert M. Keith

59

   President and Chief Executive Officer    See biography above.
     
Douglas J. Peebles
53
   Senior Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2014.
     
Shawn E. Keegan
47
   Vice President    Senior Vice President of the Adviser,** with which he has been associated since prior to 2014.
     

Matthew J. Minnetian

54

   Vice President    Senior Vice President of the Adviser,** with which he’s been associated with since prior to 2014.
     
Emilie D. Wrapp
63
   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI,** with which she has been associated since prior to 2014.
     
Michael B. Reyes
42
   Senior Analyst    Vice President of the Adviser,** with which he has been associated since prior to 2014.
     
Joseph J. Mantineo
60
   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”),** with which he has been associated since prior to 2014.
     

Phyllis J. Clarke

58

   Controller    Vice President of ABIS,** with which she has been associated since prior to 2014.
     

Vincent S. Noto

54

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012.

 

*

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

 

**

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

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

 

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Corporate Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July 31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and current sub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within the one-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature

 

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and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each Fund.

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 management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of

 

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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is

 

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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider

 

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(the ‘‘15(c) provider’’) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

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

 

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the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific

 

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services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Corporate Income Shares (the “Fund”) at a meeting held on November 6-8, 2018 (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

 

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independent of the Adviser, who advised on the relevant legal standards. The directors also reviewed additional materials, including materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

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

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:

 

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Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in 2016. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in 2017 was not unreasonable.

Fall-Out Benefits

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

Investment Results

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

 

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At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3-, 5- and 10-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

The Adviser informed the directors that there were no institutional products managed by the Adviser that have a substantially similar investment style as the Fund.

 

abfunds.com   AB CORPORATE INCOME SHARES    |    69


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

Economies of Scale

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

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

US CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 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

FlexFee High Yield Portfolio

FlexFee International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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

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

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB CORPORATE INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

CIS-0151-0419                 LOGO


APR    04.30.19

LOGO

ANNUAL REPORT

AB MUNICIPAL INCOME SHARES

 

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 5, 2019

This report provides management’s discussion of fund performance for AB Municipal Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.

NAV RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     6 Months      12 Months  
AB MUNICIPAL INCOME SHARES      6.99%        7.53%  
Bloomberg Barclays Municipal Bond Index      5.68%        6.16%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays Municipal Bond Index, for the six- and 12-month periods ended April 30, 2019.

The Fund outperformed the benchmark for both periods. The Fund is generally used to provide exposure to lower-rated municipal bonds within separately managed account strategies. Therefore, the Fund is overweight lower-rated (non-investment grade) bonds relative to the benchmark, which is fully composed of investment-grade bonds. This overweight was beneficial over both periods.

For both periods, yield-curve positioning was responsible for both top contributors and detractors, relative to the benchmark, contributing in over 10-year duration municipals, while detracting in one- to two-year duration municipals. Security selection within the industrial development utilities sector contributed, while selection in tobacco securitization and not-for-profit health care detracted. During the 12-month period, security selection in the state general obligation bond sector contributed. For the six-month period, an off-benchmark exposure to consumer price index swaps contributed.

The Fund utilized derivatives in the form of interest rate swaps for hedging purposes, which detracted from absolute performance for the 12-month period and had no material impact for the six-month period. Inflation swaps were utilized for hedging purposes and had no material impact for both periods.

 

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MARKET REVIEW AND INVESTMENT STRATEGY

Though the financial markets showed bouts of volatility over the 12-month period ending April 30, 2019, municipal bonds performed well on a relative and absolute basis. For the first six months of the period, due to continued economic growth, the market consensus was that interest rates would trend higher. The Federal Reserve (“the Fed”) increased short-term rates four times in 2018 and toward the end of the year, financial instruments implied a strong probability of additional increases in 2019. By the end of the period, with increased global uncertainty, market sentiment had changed and instead of expecting an increase in short-term rates, the market placed an almost two-thirds probability on the Fed reducing rates later in 2019.

Perhaps in response to equity volatility and comforted by expectations of the Fed holding monetary policy steady, investor demand for municipal bonds was particularly strong in the beginning of 2019, while net-new supply was very light. Together, strong demand and limited supply pushed municipal bond prices higher. As a result the 12-month period ended with strong returns as 10-year AAA-rated municipal yields declined 43 basis points in the first four months of 2019, more than twice the decline in yield for 10-year US Treasury bonds.

The Fund’s Senior Investment Management Team relies on an investment process that combines quantitative and fundamental research to build effective municipal bond portfolios.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2019, 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 3.63% and 0.00%, respectively.

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in high-yielding municipal securities that may be non-investment grade or investment-grade. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal

 

(continued on next page)

 

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securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

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

The Fund may invest without limit in lower-rated securities (“junk bonds”), which may include securities having the lowest rating, and in unrated securities that, in the Adviser’s judgment, would be lower-rated securities if rated. The Fund may invest in fixed-income securities with any maturity or duration. The Fund will seek to increase income for shareholders by investing in longer maturity bonds. Consistent with its objective of seeking a higher level of income, the Fund may experience greater volatility and a higher risk of loss of principal than other municipal funds.

The Fund may also invest in tender option bond transactions (“TOBs”); forward commitments; zero-coupon municipal securities and variable, floating and inverse floating-rate municipal securities; certain types of mortgage-related securities; and derivatives, such as options, futures contracts, forwards and swaps.

The Fund may make short sales of securities or maintain a short position, and may use other investment techniques. The Fund may use leverage for investment purposes to increase income through the use of TOBs and derivative instruments, such as interest rate swaps.

 

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg Barclays Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays Municipal Bond Index represents the performance of the long-term tax-exempt bond market consisting of investment-grade bonds. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

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

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, 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 and catastrophic natural disasters, such as hurricanes 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.

The Fund may invest in the municipal securities of Puerto Rico or other US territories and their governmental agencies and municipalities, which are exempt from federal, state, and, where applicable, local income taxes.

 

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DISCLOSURES AND RISKS (continued)

 

These municipal securities may have more risks than those of other US issuers of municipal securities. Puerto Rico experienced a significant downturn during the recession. Puerto Rico’s downturn was particularly severe, and Puerto Rico continues to face a very challenging economic and fiscal environment. Municipal securities issued by Puerto Rico issuers have extremely low ratings by the credit rating organizations. More recently Puerto Rico has defaulted on its debt payments, and if the general economic situation in Puerto Rico persists, the volatility and credit quality of Puerto Rican municipal securities will continue to be adversely affected, and the market for such securities may experience continued volatility. In addition, Puerto Rico’s difficulties have resulted in increased volatility in portions of the broader municipal securities market from time to time, and this may recur in the future.

Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

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

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.

 

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DISCLOSURES AND RISKS (continued)

 

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

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

Liquidity Risk: Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

Derivatives Risk: The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments. 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.

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.

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

An Important Note About Historical Performance

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

 

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DISCLOSURES AND RISKS (continued)

 

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

 

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HISTORICAL PERFORMANCE

 

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

9/1/20101 TO 4/30/2019

 

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Municipal Income Shares (from 9/1/20101 to 4/30/2019) as compared to the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

1

Inception date: 9/1/2010.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    9


 

HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     NAV Returns  
1 Year      7.53%  
5 Years      6.23%  
Since Inception1      6.62%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2019 (unaudited)

 

     NAV Returns  
1 Year      6.49%  
5 Years      6.60%  
Since Inception1      6.62%  

The prospectus fee table shows the fees and the total operating expenses of the Fund as 0.01% because the Adviser does not charge any fees or expenses and reimburses Fund operating expenses except certain extraordinary expenses, taxes, brokerage costs and the interest on borrowings or certain leveraged transactions. Participants in a wrap fee program or other investment program eligible to invest in the Fund pay fees to the program sponsor and should review the program brochure or other literature provided by the sponsor for a discussion of fees and expenses charged.

 

1

Inception date: 9/1/2010.

 

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EXPENSE EXAMPLE

(unaudited)

 

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

    Beginning
Account Value
November 1, 2018
    Ending
Account Value
April 30, 2019
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,069.90     $     0.05       0.01

Hypothetical**

  $ 1,000     $ 1,024.74     $ 0.05       0.01

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2019 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $3,509.6

 

 

 

LOGO

 

1

All data are as of April 30, 2019. The Fund’s quality rating breakdown is expressed as a percentage of the Fund’s total investments in municipal securities and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details). The quality ratings are determined by using the S&P Global Ratings (“S&P”), Moody’s Investors Services, Inc. (“Moody’s”) and Fitch Ratings, Ltd. (“Fitch”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includes non-creditworthy investments, such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

 

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PORTFOLIO OF INVESTMENTS

April 30, 2019

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 96.1%

    

Long-Term Municipal Bonds – 93.7%

    

Alabama – 3.4%

    

County of Jefferson AL
Series 2018A
5.00%, 4/01/23-4/01/24

   $ 5,125     $ 5,773,000  

County of Jefferson AL Sewer Revenue
Series 2013D
6.00%, 10/01/42

     11,645       13,556,410  

Infirmary Health System Special Care Facilities Financing Authority of Mobile
(Infirmary Health System Obligated Group)
Series 2016A
5.00%, 2/01/36-2/01/41

     10,000       11,101,450  

Jefferson County Board of Education/AL
Series 2018
5.00%, 2/01/39-2/01/46

     28,280       32,484,876  

Lower Alabama Gas District (The)
(Goldman Sachs Group, Inc. (The))
Series 2016A
5.00%, 9/01/46

     10,000       12,839,000  

Southeast Alabama Gas Supply District (The) (Goldman Sachs Group, Inc. (The))
Series 2018A
4.00%, 4/01/49

     13,350       14,292,643  

Special Care Facilities Financing Authority of the City of Pell City Alabama
(Noland Health Services, Inc.)
Series 2012
5.00%, 12/01/31

     3,000       3,208,110  

Special Care Facilities Financing Authority of the City of Pell City Alabama
(Noland Obligated Group)
Series 2016A
5.00%, 12/01/31

     10,000       10,693,700  

Tuscaloosa County Industrial Development Authority
(Hunt Refining Co.)
Series 2019A
5.25%, 5/01/44(a)(b)(c)

     11,045       11,832,067  

Water Works Board of the City of Birmingham (The)
Series 2016B
5.00%, 1/01/33

     3,500       4,119,465  
    

 

 

 
       119,900,721  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Alaska – 0.3%

    

State of Alaska International Airports System
Series 2016B
5.00%, 10/01/33-10/01/34

   $ 9,000     $ 10,264,520  
    

 

 

 

American Samoa – 0.2%

    

American Samoa Economic Development Authority
(Territory of American Samoa)
7.125%, 9/01/38(c)

     8,315       8,648,431  
    

 

 

 

Arizona – 1.0%

 

Arizona Industrial Development Authority
(Provident Group – EMU Properties LLC)
Series 2018
5.00%, 5/01/51

     1,100       1,202,212  

Arizona Sports & Tourism Authority
Series 2012A
5.00%, 7/01/29

     3,670       3,915,743  

Glendale Industrial Development Authority
(Beatitudes Campus Obligated Group (The)) Series 2017
5.00%, 11/15/36(a)

     1,000       1,049,560  

Glendale Industrial Development Authority
(Royal Oaks Life Care Community)
Series 2016
5.00%, 5/15/39

     2,700       2,957,607  

Industrial Development Authority of the City of Phoenix (The)
(GreatHearts Arizona)
Series 2014
5.00%, 7/01/44

     3,875       4,117,110  

Maricopa County Industrial Development Authority
(Benjamin Franklin Charter School Ltd.)
Series 2018A
6.00%, 7/01/52(c)

     18,500       20,461,370  

Quechan Indian Tribe of Fort Yuma
Series 2012A
9.75%, 5/01/25

     70       77,104  

Salt Verde Financial Corp.
(Citigroup, Inc.)
Series 2007
5.00%, 12/01/37

     150       188,910  

Tempe Industrial Development Authority
(Mirabella at ASU, Inc.)
Series 2017A
6.125%, 10/01/47(a)(c)

     1,065       1,170,967  
    

 

 

 
       35,140,583  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

California – 5.3%

 

Abag Finance Authority for Nonprofit Corps.
(Episcopal Senior Communities)
Series 2011
6.125%, 7/01/41

   $ 100     $ 107,626  

Alameda Corridor Transportation Authority
Series 2016B
5.00%, 10/01/34-10/01/37

     26,130       29,539,802  

Anaheim Public Financing Authority
(City of Anaheim CA Lease)
Series 2014A
5.00%, 5/01/31

     1,460       1,674,576  

Bay Area Toll Authority
Series 2013S
5.00%, 4/01/27 (Pre-refunded/ETM)

     1,000       1,135,400  

California Educational Facilities Authority
(Chapman University)
Series 2015
5.00%, 4/01/33-4/01/34

     8,210       9,435,853  

California Educational Facilities Authority
(University of the Pacific)
Series 2012A
5.00%, 11/01/42

     100       107,469  

California Health Facilities Financing Authority
(Children’s Hospital Los Angeles)
Series 2017A
5.00%, 8/15/37

     1,700       1,953,810  

California Health Facilities Financing Authority
(Sutter Health Obligated Group)
Series 2018A
5.00%, 11/15/37-11/15/38

     6,150       7,264,652  

California Infrastructure & Economic Development Bank
(Pacific Gas & Electric Co.)
1.75%, 11/01/26(a)(d)(e)

     3,365       3,179,925  

California Municipal Finance Authority
Series 2011B
7.75%, 4/01/31 (Pre-refunded/ETM)(a)(c)

     85       94,076  

California Municipal Finance Authority
(Goodwill Industries of Sacramento Valley & Northern Nevada, Inc.)
Series 2012A
6.625%, 1/01/32(a)(c)

     1,000       1,054,510  

Series 2014
5.00%, 1/01/35(a)

     1,085       1,063,007  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

California Municipal Finance Authority
(LAX Integrated Express Solutions LLC)
Series 2018A
5.00%, 12/31/43

   $ 3,625     $ 4,138,554  

California Municipal Finance Authority
(Partnerships to Uplift Communities Lakeview Terrace and Los Angeles Project)
Series 2012A
5.30%, 8/01/47

     1,025       1,058,825  

California Municipal Finance Authority
(Rocketship Education Obligated Group)
Series 2014A
7.00%, 6/01/34(a)

     1,200       1,330,848  

7.25%, 6/01/43(a)

     2,075       2,308,479  

California Municipal Finance Authority
(Rocketship Seven-Alma Academy)
Series 2012A
6.25%, 6/01/43(a)

     725       767,282  

California Pollution Control Financing Authority
(Poseidon Resources Channelside LP)
Series 2012
5.00%, 11/21/45(c)

     6,405       6,750,998  

California School Finance Authority
(Equitas Academy Obligated Group)
Series 2018A
5.00%, 6/01/56(a)(c)

     8,850       9,195,327  

California School Finance Authority
(Partnerships to Uplift Communities Valley Project)
Series 2014A
6.40%, 8/01/34(c)

     3,000       3,193,500  

California School Finance Authority
(Tri-Valley Learning Corp.)
Series 2012A
7.00%, 6/01/47(a)(d)(e)(f)

     730       474,500  

California Statewide Communities Development Authority
(Eskaton Properties, Inc. Obligated Group)
Series 2012
5.25%, 11/15/34

     530       567,460  

California Statewide Communities Development Authority
(Loma Linda University Medical Center)
5.25%, 12/01/48(c)

     4,385       4,919,838  

Series 2018A
5.50%, 12/01/58(c)

     3,775       4,289,495  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

California Statewide Communities Development Authority
(Moldaw Residences)
Series 2014A
5.25%, 11/01/44(a)(c)

   $ 1,200     $ 1,285,596  

California Statewide Communities Development Authority
(Rocketship Four-Mosaic Elementary)
Series 2011A
8.50%, 12/01/41(a)

     100       111,418  

California Statewide Communities Development Authority
(Rocklin Academy)
Series 2011A
8.25%, 6/01/41

     140       152,079  

California Statewide Communities Development Authority
(Terraces at San Joaquin Gardens (The))
Series 2012A
6.00%, 10/01/47(a)

     250       266,785  

City of Roseville CA
(HP Campus Oaks Community Facilities District No 1)
Series 2016
5.50%, 9/01/46(a)

     1,000       1,109,170  

City of San Buenaventura CA
(Community Memorial Health System)
Series 2011
7.50%, 12/01/41

     100       111,013  

Golden State Tobacco Securitization Corp.
Series 2018A
5.00%, 6/01/47(a)

     52,400       51,283,356  

Municipal Improvement Corp. of Los Angeles
(City of Los Angeles CA Lease)
Series 2016B
4.00%, 11/01/36

     2,705       2,923,266  

Oakland Unified School District/Alameda County
Series 2015A
5.00%, 8/01/30-8/01/40

     6,215       7,031,149  

Palomar Health
(Palomar Health Obligated Group)
Series 2016
5.00%, 11/01/39

     3,990       4,395,185  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

San Francisco City & County Redevelopment Agency Successor Agency
(Mission Bay South Public Imp)
Series 2013A
5.00%, 8/01/31(a)

   $ 1,000     $ 1,082,350  

San Joaquin Hills Transportation Corridor Agency
Series 2014A
5.00%, 1/15/44

     1,450       1,615,938  

Series 2014B
5.25%, 1/15/44

     1,000       1,108,610  

Southern California Logistics Airport Authority
XLCA Series 2006
5.00%, 12/01/36-12/01/43(a)

     1,685       1,685,390  

State of California
Series 2016
4.00%, 9/01/34-9/01/35

     10,000       10,932,200  

University of California CA Revenues
5.00%, 5/15/33(g)

     1,000       1,121,200  

West Contra Costa Healthcare District
Series 2011
6.25%, 7/01/42(a)

     3,375       3,600,045  
    

 

 

 
       185,420,562  
    

 

 

 

Colorado – 0.7%

 

Centerra Metropolitan District No. 1
Series 2017
5.00%, 12/01/37(a)(c)

     5,000       5,216,050  

Colorado Health Facilities Authority
(CommonSpirit Health)
Series 2013
5.25%, 1/01/40

     5,910       6,368,616  

Colorado Health Facilities Authority
(Evangelical Lutheran Good Samaritan Obligated Group)
Series 2012
5.00%, 12/01/42

     2,910       3,067,402  

Colorado Health Facilities Authority
(Parkview Medical Center, Inc. Obligated Group)
Series 2015B
5.00%, 9/01/30

     1,150       1,320,246  

Colorado Health Facilities Authority
(Sunny Vista Living Center)
Series 2015A
6.25%, 12/01/50(a)(c)

     1,000       1,050,450  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Copperleaf Metropolitan District No. 2
Series 2015
5.75%, 12/01/45(a)

   $ 1,000     $ 1,047,420  

E-470 Public Highway Authority
Series 2010C
5.375%, 9/01/26

     1,000       1,041,860  

Plaza Metropolitan District No. 1
Series 2013
5.00%, 12/01/40(a)(c)

     1,500       1,554,600  

Sterling Ranch Community Authority Board
(Sterling Ranch Metropolitan District No. 2)
Series 2015A
5.75%, 12/01/45(a)

     1,000       1,039,020  

Sterling Ranch Community Authority Board
(Sterling Ranch Metropolitan District No. 3)
Series 2017A
5.00%, 12/01/38-12/01/47(a)

     2,000       2,028,300  
    

 

 

 
       23,733,964  
    

 

 

 

Connecticut – 3.5%

 

Connecticut State Health & Educational Facilities Authority
(Quinnipiac University)
Series 2015L
5.00%, 7/01/45

     5,750       6,401,418  

Connecticut State Health & Educational Facilities Authority
(Sacred Heart University, Inc.)
Series 2017I-1
5.00%, 7/01/35-7/01/37

     2,095       2,413,272  

Connecticut State Health & Educational Facilities Authority
(Seabury Retirement Community)
Series 2016A
5.00%, 9/01/46-9/01/53(c)

     2,475       2,571,495  

Connecticut State Health & Educational Facilities Authority
(University of New Haven, Inc.)
Series 2018K-1
5.00%, 7/01/35-7/01/38

     5,245       5,915,415  

State of Connecticut
Series 2013A
5.00%, 10/15/24

     5,000       5,619,200  

Series 2013E
5.00%, 8/15/31(g)

     1,000       1,098,090  

Series 2015F
5.00%, 11/15/25-11/15/32

     7,070       8,205,337  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Series 2016A
5.00%, 3/15/32

   $ 8,165     $ 9,375,135  

Series 2016E
5.00%, 10/15/28-10/15/34

     12,845       15,001,571  

Series 2016F
5.00%, 10/15/31

     10,205       11,842,392  

Series 2017A
5.00%, 4/15/29-4/15/34

     26,125       30,560,298  

Series 2018A
5.00%, 4/15/34-4/15/37

     7,930       9,336,363  

Series 2018C
5.00%, 6/15/31-6/15/38

     7,490       8,871,745  

Series 2018E
5.00%, 9/15/37

     1,035       1,216,073  

State of Connecticut Special Tax Revenue
Series 2012
5.00%, 1/01/31

     5,000       5,435,900  
    

 

 

 
       123,863,704  
    

 

 

 

Delaware – 0.1%

 

Delaware State Economic Development Authority
(Delaware Military Academy, Inc.)
Series 2014
5.00%, 9/01/44-9/01/49

     2,440       2,567,854  

Delaware State Economic Development Authority
(Newark Charter School, Inc.)
Series 2012
5.00%, 9/01/42

     1,310       1,361,706  
    

 

 

 
       3,929,560  
    

 

 

 

District of Columbia – 0.8%

 

District of Columbia
(Freedom Forum, Inc. (The))
NATL
6.75%, 8/01/38(h)

     14,050       14,050,000  

NATL Series 2002B
6.75%, 8/01/37(h)

     250       250,000  

District of Columbia
(Friendship Public Charter School, Inc.)
Series 2012
5.00%, 6/01/42

     1,420       1,485,277  

Series 2016A
5.00%, 6/01/41-6/01/46

     1,450       1,574,753  

District of Columbia
(KIPP DC Obligated Group)
Series 2017A
5.00%, 7/01/42-7/01/48

     8,580       9,518,791  

Series 2017B
5.00%, 7/01/37

     1,465       1,645,371  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Metropolitan Washington Airports Authority
Series 2016A
5.00%, 10/01/35

   $ 500     $ 578,285  
    

 

 

 
       29,102,477  
    

 

 

 

Florida – 4.9%

 

Alachua County Health Facilities Authority
(Bonita Springs Retirement Village, Inc.)
Series 2011A
8.125%, 11/15/46(a)

     100       100,006  

Alachua County Health Facilities Authority
(Oak Hammock at the University of Florida, Inc.)
Series 2012A
8.00%, 10/01/46(a)

     435       490,280  

Alachua County Health Facilities Authority
(Shands Teaching Hospital and Clinics Obligated Group)
Series 2014A
5.00%, 12/01/44

     1,000       1,089,850  

Bexley Community Development District
Series 2016
4.875%, 5/01/47(a)

     1,000       1,012,120  

Cape Coral Health Facilities Authority
(Gulf Care, Inc.)
Series 2015
5.875%, 7/01/40(a)(c)

     1,400       1,502,522  

6.00%, 7/01/45-7/01/50(a)(c)

     4,015       4,319,021  

Capital Trust Agency, Inc.
(AVIVA SENIOR LIFE)
Series 2017
5.00%, 7/01/46(a)(c)

     1,300       1,344,824  

Capital Trust Agency, Inc.
(Provision Cares Proton Therapy Center – Orlando)
Series 2018A
7.50%, 6/01/48(a)(c)

     5,820       6,168,152  

City of Lakeland FL
(Florida Southern College)
Series 2012A
5.00%, 9/01/37-9/01/42

     2,350       2,483,451  

City of Lakeland FL
(Lakeland Regional Health Systems Obligated Group)
Series 2015
5.00%, 11/15/40

     5,610       6,194,562  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

County of Miami-Dade FL Aviation Revenue
Series 2014A
5.00%, 10/01/33

   $ 10,000     $ 11,230,000  

Series 2015A
5.00%, 10/01/31

     1,100       1,257,619  

Florida Development Finance Corp.
(Virgin Trains USA Florida LLC)
6.50%, 1/01/49(a)(c)

     28,275       28,969,717  

Greater Orlando Aviation Authority
Series 2017A
5.00%, 10/01/34-10/01/36

     9,650       11,303,293  

Lakewood Ranch Stewardship District
Series 2018
5.30%, 5/01/39(a)(c)

     1,000       1,061,030  

5.45%, 5/01/48(a)(c)

     1,525       1,614,091  

Manatee County School District
(Manatee County School District Sales Tax)
AGM Series 2017
5.00%, 10/01/30

     2,700       3,219,723  

Marshall Creek Community Development District
(Marshall Creek Community Development District 2015A)
Series 2015A
5.00%, 5/01/32(a)

     1,670       1,695,918  

Martin County Health Facilities Authority
(Martin Memorial Medical Center Obligated Group)
Series 2012
5.50%, 11/15/32-11/15/42

     1,950       2,100,519  

Martin County Industrial Development Authority
(Indiantown Cogeneration LP)
Series 2013
4.20%, 12/15/25(c)

     1,150       1,171,942  

Miami Beach Health Facilities Authority
(Mount Sinai Medical Center of Florida, Inc.)
Series 2012
5.00%, 11/15/29

     2,885       3,157,921  

Series 2014
5.00%, 11/15/39

     2,000       2,193,780  

Miami-Dade County Expressway Authority
Series 2014A
5.00%, 7/01/34

     4,000       4,488,520  

Mid-Bay Bridge Authority
Series 2015A
5.00%, 10/01/28-10/01/40

     3,600       4,036,136  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Series 2015C
5.00%, 10/01/35-10/01/40

   $ 2,750     $ 3,037,015  

North Broward Hospital District
Series 2017B
5.00%, 1/01/37-1/01/48

     21,590       23,718,072  

South Miami Health Facilities Authority
(Baptist Health South Florida Obligated Group)
Series 2017
5.00%, 8/15/37-8/15/47

     14,530       16,778,458  

Town of Davie FL
(Nova Southeastern University, Inc.)
Series 2013A
5.625%, 4/01/43

     3,765       4,137,359  

Series 2018
5.00%, 4/01/48

     19,000       21,476,650  

Volusia County School Board
(Volusia County School Board COP)
Series 2014B
5.00%, 8/01/31

     1,625       1,844,456  
    

 

 

 
       173,197,007  
    

 

 

 

Georgia – 2.4%

 

Cedartown Polk County Hospital Authority
(Floyd Obligated Group)
Series 2016
5.00%, 7/01/39

     4,000       4,427,720  

City of Atlanta Department of Aviation
(Hartsfield Jackson Atlanta Intl Airport)
Series 2012A
5.00%, 1/01/31

     1,390       1,496,154  

Series 2014A
5.00%, 1/01/33

     1,820       2,042,804  

Clarke County Hospital Authority
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 7/01/31

     2,500       2,914,400  

Fayette County Hospital Authority/GA
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016
5.00%, 7/01/34-7/01/36

     10,710       12,286,082  

Fulton County Development Authority
(Piedmont Healthcare, Inc. Obligated Group)
Series 2016A
5.00%, 7/01/32

     2,000       2,320,220  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Glynn-Brunswick Memorial Hospital Authority
(Southeast Georgia Health System Obligated Group)
Series 2017
5.00%, 8/01/43-8/01/47

   $ 12,680     $ 14,127,663  

Gwinnett County Development Authority
(Board of Regents of the University System of Georgia Lease)
Series 2017A
5.00%, 7/01/32-7/01/37

     10,855       12,736,018  

Main Street Natural Gas, Inc.
(Royal Bank of Canada)
Series 2018A
4.00%, 4/01/48

     16,200       17,482,878  

Series 2018C
4.00%, 8/01/48

     12,245       13,248,478  
    

 

 

 
       83,082,417  
    

 

 

 

Guam – 0.1%

 

Territory of Guam
(Territory of Guam Business Privilege Tax)
Series 2011A
5.125%, 1/01/42

     2,970       3,069,317  
    

 

 

 

Idaho – 0.0%

 

Idaho Housing & Finance Association
(Battelle Energy Alliance LLC)
Series 2010A
7.00%, 2/01/36

     200       214,486  
    

 

 

 

Illinois – 10.2%

 

Chicago Board of Education
Series 2012A
5.00%, 12/01/42

     5,630       5,773,790  

Series 2015C
5.25%, 12/01/35-12/01/39

     10,315       10,876,389  

Series 2015E
5.125%, 12/01/32

     1,000       1,062,820  

Series 2016A
7.00%, 12/01/44

     1,400       1,637,314  

Series 2016B
6.50%, 12/01/46

     1,900       2,183,138  

Series 2017G
5.00%, 12/01/34

     4,150       4,460,005  

Series 2017H
5.00%, 12/01/46

     4,895       5,143,079  

Series 2018A
5.00%, 12/01/26-12/01/28

     17,705       19,303,007  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Chicago O’Hare International Airport
Series 2015C
5.00%, 1/01/34

   $ 1,665     $ 1,863,018  

Series 2016B
5.00%, 1/01/34

     5,000       5,747,300  

Series 2016C
5.00%, 1/01/35-1/01/38

     9,250       10,541,955  

Series 2017B
5.00%, 1/01/35-1/01/37

     33,445       38,856,359  

Chicago O’Hare International Airport
(TrIPs Obligated Group)
Series 2018
5.00%, 7/01/33-7/01/48

     7,145       8,077,054  

Chicago Transit Authority
(Chicago Transit Authority Sales Tax)
Series 2011
5.25%, 12/01/23

     4,285       4,621,244  

City of Chicago IL
(Goldblatts Supportive Living Project)
Series 2013
6.375%, 12/01/52(a)(i)

     1,050       887,576  

Illinois Finance Authority
(Ascension Health Credit Group)
Series 2016C
5.00%, 2/15/41

     2,835       3,233,601  

Illinois Finance Authority
(Illinois Institute of Technology)
Series 2006A
5.00%, 4/01/36

     365       365,018  

Illinois Finance Authority
(Lake Forest College)
Series 2012A
6.00%, 10/01/48

     400       424,568  

Illinois Finance Authority
(Lutheran Home & Services Obligated Group)
Series 2012
5.75%, 5/15/46(a)

     2,495       2,566,132  

Illinois Finance Authority
(Mercy Health Corp.)
Series 2016
5.00%, 12/01/40-12/01/46

     3,900       4,283,162  

Illinois Finance Authority
(Park Place of Elmhurst Obligated Group)
Series 2016A
6.20%, 5/15/30(a)

     1,079       1,009,980  

6.33%, 5/15/48(a)

     829       749,522  

6.44%, 5/15/55(a)

     1,998       1,796,052  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Series 2016C
2.00%, 5/15/55(a)(d)(e)(i)

   $ 609     $ 30,231  

Illinois Finance Authority
(Plymouth Place, Inc.)
Series 2013
6.00%, 5/15/43

     3,500       3,784,095  

Series 2015
5.25%, 5/15/50

     2,000       2,082,780  

Illinois Finance Authority
(Rosalind Franklin University of Medicine & Science)
Series 2017A
5.00%, 8/01/42-8/01/47

     3,000       3,297,910  

Series 2017C
5.00%, 8/01/46

     1,000       1,099,400  

Illinois Finance Authority
(Silver Cross Hospital Obligated Group)
Series 2015C
5.00%, 8/15/35

     4,750       5,280,765  

Illinois Municipal Electric Agency
Series 2015A
5.00%, 2/01/22

     6,700       7,240,154  

Illinois State Toll Highway Authority
Series 2015A
5.00%, 1/01/31-1/01/32

     3,125       3,602,024  

Series 2015B
5.00%, 1/01/36-1/01/40

     5,250       5,983,497  

Series 2016A
5.00%, 12/01/32

     7,000       8,077,790  

Series 2016B
5.00%, 1/01/41

     3,450       3,917,579  

Metropolitan Pier & Exposition Authority
Series 2015B
5.00%, 12/15/45

     13,300       14,147,476  

Series 2017B
Zero Coupon, 12/15/54

     6,850       1,358,081  

State of Illinois
Series 2012
5.00%, 8/01/25

     1,300       1,368,809  

Series 2014
5.00%, 5/01/23-5/01/31

     14,800       15,750,476  

Series 2016
5.00%, 1/01/22-11/01/35

     40,770       44,151,127  

Series 2017A
5.00%, 12/01/25-12/01/34

     14,795       16,220,082  

Series 2017D
5.00%, 11/01/24-11/01/28

     21,180       23,272,708  

 

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PORTFOLIO OF INVESTMENTS (continued)

    

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

5.00%, 11/01/25(j)

   $ 30,525     $ 33,433,727  

Series 2018A
5.00%, 10/01/27-5/01/30

     12,675       13,993,987  

Series 2018B
5.00%, 10/01/26

     5,000       5,499,850  

Village of Antioch IL Special Service Areas No. 1 & 2
Series 2016A
4.50%, 3/01/33(a)

     3,942       3,897,810  

Series 2016B
7.00%, 3/01/33(a)

     1,762       1,744,873  

Village of Pingree Grove IL Special Service Area No. 7
Series 2015A
4.50%, 3/01/25(a)

     866       892,638  

5.00%, 3/01/36(a)

     2,963       3,074,972  

Series 2015B
6.00%, 3/01/36(a)

     943       1,001,853  
    

 

 

 
       359,666,777  
    

 

 

 

Indiana – 1.1%

 

Indiana Finance Authority
(Baptist Healthcare System Obligated Group)
Series 2017
5.00%, 8/15/51

     3,905       4,326,545  

Indiana Finance Authority
(Bethany Circle of King’s Daughters’ of Madison Indiana, Inc. (The))
Series 2010
5.125%, 8/15/27

     1,000       1,036,060  

5.50%, 8/15/40-8/15/45

     3,020       3,132,314  

Indiana Finance Authority
(Marquette Manor)
Series 2015A
5.00%, 3/01/30

     1,000       1,074,000  

Indiana Finance Authority
(Ohio River Bridges)
Series 2013A
5.00%, 7/01/40-7/01/48

     6,980       7,528,657  

Indiana Finance Authority
(RES Polyflow Indiana LLC)
7.00%, 3/01/39(a)(c)

     21,180       21,603,600  
    

 

 

 
       38,701,176  
    

 

 

 

Iowa – 0.5%

 

Iowa Finance Authority
(Iowa Fertilizer Co. LLC)
Series 2013B
5.25%, 12/01/50

     6,405       6,864,046  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    27


 

PORTFOLIO OF INVESTMENTS (continued)

    

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Iowa Finance Authority
(Lifespace Communities, Inc. Obligated Group)
Series 2018A
5.00%, 5/15/43-5/15/48

   $ 11,000     $ 11,686,170  
    

 

 

 
       18,550,216  
    

 

 

 

Kansas – 0.1%

 

Wyandotte County-Kansas City Unified Government
(Wyandotte County-Kansas City Unified Government Sales Tax)
Series 2018
4.50%, 6/01/40

     1,940       1,969,837  
    

 

 

 

Kentucky – 1.4%

 

Kentucky Economic Development Finance Authority
(Baptist Healthcare System Obligated Group)
Series 2017B
5.00%, 8/15/34-8/15/46

     15,780       17,697,954  

Kentucky Economic Development Finance Authority
(Masonic Homes of Kentucky, Inc. Obligated Group)
Series 2012
5.375%, 11/15/42(a)

     1,685       1,748,845  

5.50%, 11/15/45(a)

     1,000       1,040,620  

Series 2016A
5.00%, 5/15/46-5/15/51(a)

     3,100       3,180,833  

Kentucky Economic Development Finance Authority
(Owensboro Health, Inc. Obligated Group)
Series 2017A
5.00%, 6/01/37-6/01/41

     8,625       9,412,184  

5.25%, 6/01/41

     1,250       1,392,550  

Kentucky Economic Development Finance Authority
(Rosedale Green)
Series 2015
5.50%, 11/15/35(a)

     1,750       1,833,982  

5.75%, 11/15/45(a)

     3,350       3,519,007  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Louisville/Jefferson County Metropolitan
Government
(Norton Healthcare Obligated Group)
Series 2016
5.00%, 10/01/33

   $ 8,205     $ 9,390,787  
    

 

 

 
       49,216,762  
    

 

 

 

Louisiana – 1.8%

 

Jefferson Parish Hospital Service District No. 2
Series 2011
6.375%, 7/01/41(f)

     2,130       2,108,700  

Jefferson Sales Tax District
AGM Series 2017B
5.00%, 12/01/34-12/01/36

     3,400       4,015,236  

Louisiana Local Government Environmental Facilities & Community Development Auth
(St. James Place of Baton Rouge)
Series 2015A
6.00%, 11/15/35(a)

     2,100       2,290,260  

Louisiana Local Government Environmental Facilities & Community Development Auth
(Woman’s Hospital Foundation)
Series 2017
5.00%, 10/01/34-10/01/44

     27,600       31,665,943  

Louisiana Public Facilities Authority
Series 2016
5.00%, 5/15/47 (Pre-refunded/ETM)(a)

     10       12,047  

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013B
10.50%, 7/01/39(a)(e)(f)

     2,750       27  

Series 2014A
7.50%, 7/01/23(a)(e)(f)

     1,250       12  

Louisiana Public Facilities Authority
(Louisiana State University & Agricultural & Mechanical College Lease)
Series 2017
5.00%, 7/01/42-7/01/57

     17,565       19,526,634  

Louisiana Public Facilities Authority
(Ochsner Clinic Foundation)
Series 2016
5.00%, 5/15/47

     1,110       1,235,175  

New Orleans Aviation Board
Series 2017B
5.00%, 1/01/43

     1,000       1,123,320  

Port New Orleans Board of Commissioners
Series 2013B
5.00%, 4/01/29-4/01/31

     1,540       1,677,688  
    

 

 

 
       63,655,042  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Maine – 0.5%

 

Finance Authority of Maine
(Casella Waste Systems, Inc.)
Series 2017
5.25%, 1/01/25(c)

   $ 4,630     $ 5,042,811  

Series 2018R-2
4.375%, 8/01/35(c)

     1,700       1,738,624  

Maine Health & Higher Educational Facilities Authority
(Maine Medical Center)
Series 2018A
5.00%, 7/01/43-7/01/48

     9,620       11,031,605  

Maine Health & Higher Educational Facilities Authority
(MaineGeneral Health Obligated Group)
Series 2011
7.50%, 7/01/32

     1,000       1,106,180  
    

 

 

 
       18,919,220  
    

 

 

 

Maryland – 0.3%

    

City of Baltimore MD
(Baltimore Hotel Corp.)
Series 2017
5.00%, 9/01/33-9/01/36

     3,250       3,686,215  

City of Baltimore MD
(East Baltimore Research Park Project)
Series 2017A
5.00%, 9/01/38(a)

     1,000       1,070,200  

County of Howard MD
(Downtown Columbia Project)
Series 2017A
4.375%, 2/15/39(a)(c)

     1,000       1,016,670  

4.50%, 2/15/47(a)(c)

     1,200       1,221,708  

Maryland Health & Higher Educational Facilities Authority
(Meritus Medical Center Obligated Group)
Series 2015
5.00%, 7/01/31

     3,245       3,657,926  
    

 

 

 
       10,652,719  
    

 

 

 

Massachusetts – 1.0%

    

Massachusetts Development Finance Agency
(Emmanuel College/MA)
Series 2016A
5.00%, 10/01/43

     1,760       1,949,130  

Massachusetts Development Finance Agency
(Merrimack College)
Series 2012A
5.25%, 7/01/42

     5,000       5,276,550  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Massachusetts Development Finance Agency
(Simmons University)
Series 2018L
5.00%, 10/01/34-10/01/35

   $ 2,360     $ 2,743,447  

Massachusetts Development Finance Agency
(South Shore Hospital, Inc.)
Series 2016I
5.00%, 7/01/31-7/01/41

     3,850       4,351,478  

Massachusetts Development Finance Agency
(UMass Memorial Health Care Obligated Group)
Series 2016
5.00%, 7/01/41-7/01/46

     3,980       4,432,947  

Massachusetts Development Finance Agency
(Wellforce Obligated Group)
Series 2013G
5.00%, 7/01/37

     2,550       2,738,802  

Massachusetts Development Finance Agency
(ZERO Waste Solutions LLC)
Series 2017
8.00%, 12/01/22(a)(c)

     10,525       9,067,182  

Series 2017A
7.75%, 12/01/44(a)(c)

     4,525       4,484,773  
    

 

 

 
       35,044,309  
    

 

 

 

Michigan – 3.8%

    

City of Detroit MI
5.00%, 4/01/33-4/01/38

     4,385       4,711,793  

City of Detroit MI Sewage Disposal System Revenue
(Great Lakes Water Authority Sewage Disposal System Revenue)
Series 2012A
5.00%, 7/01/32

     4,400       4,749,096  

5.25%, 7/01/39

     4,825       5,224,462  

City of Detroit MI Water Supply System Revenue
(Great Lakes Water Authority Water Supply
System Revenue)
Series 2011C
5.00%, 7/01/41

     1,060       1,109,470  

Detroit City School District
Series 2012A
5.00%, 5/01/31

     120       129,829  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Grand Rapids Economic Development Corp.
(Beacon Hill at Eastgate)
Series 2017A
5.00%, 11/01/32-11/01/37(a)

   $ 1,655     $ 1,762,883  

Great Lakes Water Authority Water Supply System Revenue
Series 2016A
5.00%, 7/01/46

     1,025       1,172,241  

Series 2016D
5.00%, 7/01/36

     25,210       28,887,383  

Kalamazoo Hospital Finance Authority
(Bronson Healthcare Group Obligated Group)
Series 2016
4.00%, 5/15/31-5/15/36

     20,100       21,092,110  

Michigan Finance Authority
(Great Lakes Water Authority Water Supply System Revenue)
Series 2014D4
5.00%, 7/01/29-7/01/34

     2,100       2,368,446  

Series 2015D-1
5.00%, 7/01/34

     2,000       2,289,060  

Series 2015D-2
5.00%, 7/01/34

     3,400       3,880,964  

Michigan Finance Authority
(Henry Ford Health System Obligated Group)
Series 2016
4.00%, 11/15/35

     4,000       4,252,880  

5.00%, 11/15/32

     3,850       4,479,513  

Michigan Finance Authority
(MidMichigan Obligated Group)
Series 2014
5.00%, 6/01/34

     2,000       2,238,800  

Michigan Finance Authority
(Public Lighting Authority)
Series 2014B
5.00%, 7/01/31-7/01/33

     7,950       8,724,704  

Michigan Strategic Fund
(Detroit Renewable Energy Obligated Group)
Series 2013
7.00%, 12/01/30(a)(c)

     2,100       2,361,219  

Series 2016
7.50%, 12/01/25(a)(c)(k)

     8,970       10,058,151  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Michigan Strategic Fund
(Evangelical Homes of Michigan Obligated Group)
Series 2013
5.50%, 6/01/47

   $ 2,000     $ 2,066,140  

Michigan Strategic Fund
(Michigan Strategic Fund - I 75 Improvement Project)
Series 2018
5.00%, 6/30/48

     8,600       9,806,150  

Michigan Tobacco Settlement Finance Authority
(Tobacco Settlement Financing Corp./MI)
Series 2007A
6.00%, 6/01/48

     5,775       5,690,223  

Wayne State University
Series 2018A
5.00%, 11/15/43

     4,000       4,644,120  
    

 

 

 
       131,699,637  
    

 

 

 

Minnesota – 0.2%

    

Duluth Economic Development Authority
(Essentia Health Obligated Group)
Series 2018A
5.00%, 2/15/43-2/15/48

     2,925       3,322,944  

Minnesota Higher Education Facilities Authority
(St. Catherine University)
Series 2018A
5.00%, 10/01/45

     1,900       2,141,889  
    

 

 

 
       5,464,833  
    

 

 

 

Mississippi – 0.2%

    

Mississippi Hospital Equipment & Facilities Authority
(Baptist Memorial Health Care Obligated Group)
Series 2016A
5.00%, 9/01/41

     6,900       7,627,329  
    

 

 

 

Missouri – 1.1%

    

Cape Girardeau County Industrial Development Authority
(SoutheastHEALTH Obligated Group)
Series 2017A
5.00%, 3/01/36

     2,925       3,255,496  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    33


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Health & Educational Facilities Authority of the State of Missouri
(Lutheran Senior Services Obligated Group)
Series 2010
5.50%, 2/01/42

   $ 100     $ 101,610  

Series 2016A
5.00%, 2/01/46

     1,000       1,075,080  

Kansas City Industrial Development Authority
(Kingswood Senior Living Community)
Series 2016
6.00%, 11/15/46(a)(l)

     2,915       2,473,902  

Lees Summit Industrial Development Authority
(John Knox Village Obligated Group)
Series 2014A
5.25%, 8/15/39

     620       649,338  

Series 2016A
5.00%, 8/15/36-8/15/46

     4,060       4,238,539  

Series 2018
5.00%, 8/15/42

     6,940       7,291,997  

Maryland Heights Industrial Development Authority
(St. Louis Ice Center Community Improvement District)
Series 2018A
5.00%, 3/15/39-3/15/49(a)

     4,000       4,169,205  

Missouri Joint Municipal Electric Utility Commission
Series 2014
5.00%, 1/01/31

     3,240       3,697,456  

Missouri State Environmental Improvement & Energy Resources Authority
(Union Electric Co.)
NATL Series 1998A
3.78%, 9/01/33(h)

     2,650       2,650,000  

NATL Series 1998B
3.437%, 9/01/33(h)

     60       60,000  

NATL Series 1998C
3.297%, 9/01/33(h)

     1,350       1,350,000  

St. Louis County Industrial Development Authority
(St. Andrews Resources for Seniors Obligated Group)
Series 2015A
5.00%, 12/01/35(a)

     2,000       2,099,300  

5.125%, 12/01/45(a)

     4,500       4,718,565  
    

 

 

 
       37,830,488  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Montana – 0.0%

    

Montana Facility Finance Authority
(Benefis Health System Obligated Group)
Series 2016
5.00%, 2/15/34

   $ 1,085     $ 1,234,437  
    

 

 

 

Nebraska – 1.1%

    

Central Plains Energy Project
(Goldman Sachs Group, Inc. (The))
Series 2012
5.00%, 9/01/32-9/01/42

     2,975       3,219,924  

Series 2017A
5.00%, 9/01/34-9/01/42

     28,560       35,702,130  
    

 

 

 
       38,922,054  
    

 

 

 

Nevada – 1.3%

    

City of Carson City NV
(Carson Tahoe Regional Healthcare)
Series 2017
5.00%, 9/01/37-9/01/47

     3,935       4,357,373  

City of Reno NV
(County of Washoe NV Sales Tax Revenue)
Series 2018C
Zero Coupon, 7/01/58(a)(c)

     17,500       2,173,150  

Clark County School District
Series 2017C
5.00%, 6/15/33-6/15/36

     17,110       19,689,889  

Las Vegas Redevelopment Agency
Series 2016
5.00%, 6/15/40

     1,800       1,993,896  

Las Vegas Valley Water District
Series 2016A
5.00%, 6/01/46

     14,000       16,059,120  

State of Nevada Department of Business & Industry
(Fulcrum Sierra Biofuels LLC)
Series 2018
6.95%, 2/15/38(a)(c)

     1,890       1,939,083  
    

 

 

 
       46,212,511  
    

 

 

 

New Hampshire – 0.3%

    

New Hampshire Health and Education Facilities Authority Act
(Concord Hospital Obligated Group)
Series 2017
5.00%, 10/01/47

     8,105       9,203,795  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    35


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

New Hampshire Health and Education Facilities Authority Act
(Southern New Hampshire University)
Series 2012
5.00%, 1/01/42

   $ 2,940     $ 3,129,630  
    

 

 

 
       12,333,425  
    

 

 

 

New Jersey – 8.9%

    

City of Bayonne NJ
BAM Series 2016
5.00%, 7/01/39

     1,075       1,221,501  

New Jersey Economic Development Authority
(New Jersey Economic Development Authority State Lease)
Series 2013
5.00%, 3/01/30

     3,455       3,696,504  

Series 2014P
5.00%, 6/15/29

     5,000       5,430,250  

Series 2014U
5.00%, 6/15/21

     3,500       3,706,675  

Series 2015X
5.00%, 6/15/21

     15,920       16,860,076  

Series 2017A
5.00%, 7/01/33

     1,640       1,816,480  

Series 2017B
5.00%, 11/01/20

     7,505       7,830,942  

Series 2017D
5.00%, 6/15/33-6/15/42

     5,370       5,887,583  

Series 2018A
5.00%, 6/15/42-6/15/47

     5,885       6,398,960  

New Jersey Economic Development Authority
(Port Newark Container Terminal LLC)
Series 2017
5.00%, 10/01/37-10/01/47

     6,035       6,591,447  

New Jersey Economic Development Authority
(State of New Jersey Division of Property
Management & Construction Lease)
Series 2018C
5.00%, 6/15/42

     7,085       7,710,605  

New Jersey Economic Development Authority
(UMM Energy Partners LLC)
Series 2012A
5.125%, 6/15/43

     735       778,005  

New Jersey Economic Development Authority
(United Airlines, Inc.)
Series 1999
5.25%, 9/15/29

     2,850       3,108,809  

 

36    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Series 2000B
5.625%, 11/15/30

   $ 1,475     $ 1,678,609  

New Jersey Health Care Facilities Financing Authority
(Hackensack Meridian Health Obligated Group)
Series 2017A
5.00%, 7/01/35

     1,300       1,532,531  

New Jersey Health Care Facilities Financing Authority
(Holy Name Medical Center, Inc.)
Series 2010
5.00%, 7/01/25

     100       103,380  

New Jersey Health Care Facilities Financing Authority
(Inspira Health Obligated Group)
Series 2017A
5.00%, 7/01/36-7/01/42

     8,645       9,933,222  

New Jersey Health Care Facilities Financing Authority
(New Jersey Health Care Facilities Financing
Authority State Lease)
Series 2017
5.00%, 10/01/35

     1,070       1,186,009  

New Jersey Health Care Facilities Financing Authority
(RWJ Barnabas Health Obligated Group)
Series 2014
5.00%, 7/01/44

     2,040       2,286,004  

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Fed Hwy Grant)
Series 2016
5.00%, 6/15/24-6/15/30

     38,985       44,734,293  

Series 2018A
5.00%, 6/15/30-6/15/31

     35,540       40,434,549  

New Jersey Transportation Trust Fund Authority
(New Jersey Transportation Trust Fund Authority State Lease)
Series 2014A
5.00%, 6/15/38

     1,000       1,066,570  

Series 2015A
5.00%, 6/15/45

     8,450       9,039,134  

Series 2018A
5.00%, 12/15/35

     1,000       1,121,760  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    37


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

New Jersey Turnpike Authority
Series 2013A
5.00%, 1/01/27 (Pre-refunded/ETM)(a)

   $ 170     $ 187,814  

5.00%, 1/01/27 (Pre-refunded/ETM)

     2,330       2,574,161  

5.00%, 1/01/32 (Pre-refunded/ETM)

     1,000       1,104,790  

Series 2015E
5.00%, 1/01/33-1/01/45

     15,400       17,462,368  

Series 2016A
5.00%, 1/01/33

     6,500       7,533,825  

Series 2017A
5.00%, 1/01/33-1/01/34

     15,000       17,647,600  

Series 2017B
5.00%, 1/01/32-1/01/33

     13,540       16,281,816  

Series 2019A
5.00%, 1/01/48(a)

     11,320       13,324,885  

Tobacco Settlement Financing Corp./NJ
Series 2018B
5.00%, 6/01/46

     49,405       51,527,439  
    

 

 

 
       311,798,596  
    

 

 

 

New Mexico – 0.3%

    

City of Farmington NM
(Southern California Edison Co.)
1.875%, 4/01/29

     8,030       7,981,499  

New Mexico Hospital Equipment Loan Council
(Gerald Champion Regional Medical Center)
Series 2012
5.50%, 7/01/42

     1,060       1,135,281  
    

 

 

 
       9,116,780  
    

 

 

 

New York – 4.9%

    

Build NYC Resource Corp.
(Metropolitan College of New York)
Series 2014
5.25%, 11/01/34

     2,000       2,089,160  

City of New York NY
Series 2018E
5.00%, 3/01/37-3/01/38

     17,500       20,919,100  

City of Newburgh NY
Series 2012A
5.625%, 6/15/34

     245       265,859  

Dutchess County Local Development Corp.
(Health QuestSystems Obligated Group)
Series 2016B
5.00%, 7/01/46

     13,520       15,200,401  

 

38    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Metropolitan Transportation Authority
Series 2013E
5.00%, 11/15/32

   $ 4,425     $ 4,935,424  

Series 2016A
5.00%, 11/15/32

     3,440       4,004,504  

Nassau County Industrial Development Agency
(Amsterdam House Continuing Care Retirement Community, Inc.)
Series 2014A
6.50%, 1/01/32(a)

     75       77,193  

6.70%, 1/01/49(a)

     449       452,137  

Series 2014B
5.50%, 7/01/20(a)

     232       233,257  

Series 2014C
2.00%, 1/01/49(a)(d)(e)(i)

     514       83,488  

New York City Municipal Water Finance Authority
Series 2019D
5.00%, 6/15/49

     8,000       9,445,200  

New York Liberty Development Corp.
(7 World Trade Center II LLC)
Series 2012
5.00%, 3/15/44

     100       107,527  

New York Liberty Development Corp.
(Goldman Sachs Headquarters LLC)
Series 2005
5.25%, 10/01/35

     1,325       1,699,418  

New York NY GO
Series 2013A-1
5.00%, 10/01/28(g)

     500       552,285  

New York State Dormitory Authority
(Orange Regional Medical Center Obligated Group)
Series 2017
5.00%, 12/01/30-12/01/34(c)

     4,200       4,822,784  

New York State Thruway Authority
(New York State Thruway Authority Gen Toll Road)
Series 2016A
5.00%, 1/01/41

     3,800       4,346,782  

AGM Series 2012I
5.00%, 1/01/37

     2,000       2,147,960  

New York Transportation Development Corp.
(Delta Air Lines, Inc.)
Series 2018
5.00%, 1/01/27-1/01/29

     51,325       61,029,386  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    39


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

New York Transportation Development Corp.
(Laguardia Gateway Partners LLC)
Series 2016A
5.00%, 7/01/41-7/01/46

   $ 13,185     $ 14,310,388  

Orange County Funding Corp.
(The Hamlet at Wallkill)
Series 2013
6.50%, 1/01/46(a)

     1,090       1,127,812  

Port Authority of New York & New Jersey
Series 2012
5.00%, 10/01/34

     3,900       4,199,871  

Series 2013178
5.00%, 12/01/33

     5,000       5,566,850  

Triborough Bridge & Tunnel Authority
Series 2012B
5.00%, 11/15/28-11/15/29(g)

     1,950       2,162,377  

Ulster County Capital Resource Corp.
(Woodland Pond at New Paltz)
Series 2017
5.00%, 9/15/37(a)

     860       842,740  

5.25%, 9/15/42-9/15/53(a)

     2,330       2,298,791  

Westchester County Local Development Corp.
(Kendal on Hudson)
Series 2013
5.00%, 1/01/34

     3,840       4,058,381  

Westchester County Local Development Corp.
(Westchester County Health Care Corp. Obligated Group)
Series 2016
5.00%, 11/01/46

     4,230       4,645,005  
    

 

 

 
       171,624,080  
    

 

 

 

North Carolina – 0.7%

 

County of New Hanover NC
(New Hanover Regional Medical Center)
Series 2017
5.00%, 10/01/42-10/01/47

     5,830       6,658,080  

North Carolina Medical Care Commission
(Aldersgate United Methodist Retirement Community, Inc.)
Series 2015
4.875%, 7/01/40(a)

     5,000       5,167,600  

5.00%, 7/01/45(a)

     1,000       1,038,590  

North Carolina Medical Care Commission
(Pennybyrn at Maryfield)
Series 2015
5.00%, 10/01/30(a)

     2,250       2,412,788  

 

40    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

North Carolina Medical Care Commission
(United Church Homes & Services Obligated Group)
Series 2015A
5.00%, 9/01/37(a)

   $ 1,735     $ 1,828,534  

Series 2017
5.00%, 9/01/46(a)

     1,000       1,051,900  

North Carolina Turnpike Authority
Series 2018
5.00%, 1/01/40

     5,000       5,733,900  
    

 

 

 
       23,891,392  
    

 

 

 

North Dakota – 0.7%

 

County of Grand Forks ND
(Red River Biorefinery LLC)
Series 2018
5.00%, 9/15/28(a)(c)

     7,725       7,560,148  

5.375%, 9/15/38(a)(c)

     4,750       4,441,393  

County of Ward ND
(Trinity Health Obligated Group)
Series 2017C
5.00%, 6/01/48-6/01/53

     10,230       11,142,281  
    

 

 

 
       23,143,822  
    

 

 

 

Ohio – 2.8%

 

American Municipal Power, Inc.
Series 2016A
5.00%, 2/15/41-2/15/46

     10,000       11,208,580  

Buckeye Tobacco Settlement Financing Authority
Series 2007A-2
5.875%, 6/01/47

     21,875       20,726,562  

Butler County Port Authority
(StoryPoint Obligated Group)
Series 2017A-1
6.375%, 1/15/43(a)(c)

     675       707,299  

City of Chillicothe/OH
(Adena Health System Obligated Group)
Series 2017
5.00%, 12/01/37-12/01/47

     7,500       8,463,868  

County of Cuyahoga/OH
(MetroHealth System (The))
5.00%, 2/15/52

     5,680       6,144,283  

Series 2017
5.00%, 2/15/42

     6,490       7,081,628  

5.25%, 2/15/47

     12,860       14,157,060  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    41


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

County of Franklin OH
(First Community Village Obligated Group)
Series 2013
5.625%, 7/01/47(a)

   $ 2,300     $ 2,331,694  

County of Hamilton OH
(Life Enriching Communities Obligated Group)
Series 2012
5.00%, 1/01/42

     1,030       1,064,011  

County of Montgomery OH
(Trousdale Foundation Obligated Group)
Series 2018A
6.25%, 4/01/49(a)(c)

     2,415       2,633,485  

Dayton-Montgomery County Port Authority
(StoryPoint Troy Project)
Series 20151
7.00%, 1/15/40(a)

     2,500       2,535,900  

Ohio Air Quality Development Authority
(FirstEnergy Generation LLC)
Series 2009C
5.625%, 6/01/19(a)(d)(e)

     5,440       5,440,000  

Series 2009D
4.25%, 8/01/29(a)

     5,205       5,205,000  

Ohio Air Quality Development Authority
(FirstEnergy Nuclear Generation LLC)
Series 2009A
4.375%, 6/01/33(a)

     7,480       7,480,000  

Ohio Water Development Authority Water Pollution Control Loan Fund
(FirstEnergy Nuclear Generation LLC)
Series 2016A
4.375%, 6/01/33(a)

     3,110       3,110,000  

Toledo-Lucas County Port Authority
(StoryPoint Obligated Group)
Series 2016
6.375%, 1/15/51(a)(c)

     1,000       1,037,720  
    

 

 

 
       99,327,090  
    

 

 

 

Oklahoma – 0.2%

 

Oklahoma Development Finance Authority
(OU Medicine Obligated Group)
Series 2018B
5.50%, 8/15/57

     4,885       5,602,607  

Tulsa Airports Improvement Trust
(American Airlines, Inc.)
Series 2013A
5.50%, 6/01/35(a)

     1,125       1,215,416  
    

 

 

 
       6,818,023  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Oregon – 0.0%

 

Hospital Facilities Authority of Multnomah County Oregon
(Mirabella at South Waterfront)
Series 2014A
5.00%, 10/01/19(a)

   $ 145     $ 146,557  
    

 

 

 

Pennsylvania – 7.4%

 

Allegheny County Hospital Development Authority
(Allegheny Health Network Obligated Group)
Series 2018A
5.00%, 4/01/34-4/01/36

     33,535       38,889,636  

Allentown Neighborhood Improvement Zone Development Authority
Series 2017
5.00%, 5/01/42(c)

     2,270       2,446,606  

Altoona Area School District
BAM Series 2018
5.00%, 12/01/45

     1,600       1,789,904  

Beaver County Industrial Development Authority
(FirstEnergy Generation LLC)
Series 2016B
4.25%, 10/01/47(a)

     10,000       10,000,000  

Beaver County Industrial Development Authority
(FirstEnergy Nuclear Generation LLC)
Series 2016A
4.375%, 1/01/35(a)

     1,430       1,430,000  

Bensalem Township School District
Series 2013
5.00%, 6/01/29

     8,570       9,686,242  

Berks County Industrial Development Authority
(Highlands at Wyomissing (The))
Series 2018
5.00%, 5/15/48

     1,000       1,086,820  

Chambersburg Area Municipal Authority
(Wilson College)
Series 2018
5.75%, 10/01/43

     1,350       1,399,383  

6.00%, 10/01/48

     9,000       9,413,100  

Chester County Industrial Development Authority
(Woodlands at Greystone Neighborhood Improvement District)
Series 2018
5.125%, 3/01/48(a)(c)

     1,050       1,084,178  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    43


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

City of Philadelphia PA
Series 2013A
5.00%, 7/15/21

   $ 1,200     $ 1,278,900  

Series 2017
5.00%, 8/01/29-8/01/31

     12,110       14,198,669  

AGM Series 2017A
5.00%, 8/01/33-8/01/34

     13,000       14,912,700  

City of Philadelphia PA Water & Wastewater Revenue
Series 2017A
5.00%, 10/01/35-10/01/36

     5,105       6,000,958  

Commonwealth of Pennsylvania
(Commonwealth of Pennsylvania COP)
Series 2018A
5.00%, 7/01/38

     1,120       1,280,328  

County of Lehigh PA
(Lehigh Valley Health Network Obligated Group)
Series 2016A
4.00%, 7/01/35

     10,000       10,399,000  

Crawford County Hospital Authority
(Meadville Medical Center Obligated Group)
Series 2016A
6.00%, 6/01/46-6/01/51(a)

     3,375       3,778,290  

Cumberland County Municipal Authority
(Asbury Pennsylvania Obligated Group)
Series 2010
6.125%, 1/01/45(a)

     180       183,530  

Series 2012
5.25%, 1/01/41(a)

     1,000       1,022,350  

Delaware River Joint Toll Bridge Commission
Series 2017
5.00%, 7/01/35

     4,000       4,738,120  

Montgomery County Higher Education & Health Authority
(Philadelphia Presbytery Homes Obligated Group)
Series 2017
5.00%, 12/01/47

     1,500       1,592,865  

Montgomery County Higher Education & Health Authority
(Thomas Jefferson University Obligated Group)
Series 2018
5.00%, 9/01/35

     3,600       4,202,712  

 

44    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Montgomery County Industrial Development Authority/PA
Series 2010
6.50%, 12/01/25 (Pre-refunded/ETM)(a)

   $ 200     $ 224,242  

Montgomery County Industrial Development Authority/PA
(Whitemarsh Continuing Care Retirement Community)
Series 2015
5.00%, 1/01/30(a)

     1,040       1,056,328  

5.25%, 1/01/40(a)

     4,740       4,785,836  

Moon Industrial Development Authority
(Baptist Homes Society)
Series 2015
5.75%, 7/01/35(a)

     5,135       5,434,319  

Northeastern Pennsylvania Hospital & Education Authority
(Wilkes University)
Series 2012A
5.25%, 3/01/42

     265       276,183  

Series 2016A
5.00%, 3/01/37

     1,400       1,510,124  

Pennsylvania Economic Development Financing Authority
(National Railroad Passenger Corp. (The))
Series 2012A
5.00%, 11/01/41

     1,620       1,736,381  

Pennsylvania Economic Development Financing Authority
(PA Bridges Finco LP)
Series 2015
5.00%, 12/31/34

     2,830       3,157,884  

Pennsylvania Higher Educational Facilities Authority
(Drexel University)
Series 2016
5.00%, 5/01/32

     1,000       1,148,250  

Series 2017
5.00%, 5/01/41

     1,000       1,140,330  

Pennsylvania Turnpike Commission
Series 2009B
5.25%, 6/01/24 (Pre-refunded/ETM)

     8,600       8,625,284  

Series 2016
5.00%, 6/01/37

     4,000       4,500,560  

Series 2017B
5.00%, 6/01/35-6/01/36

     12,850       14,729,896  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    45


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Series 2018A
5.00%, 12/01/43

   $ 10,000     $ 11,743,500  

Philadelphia Authority for Industrial Development
(City of Philadelphia PA)
Series 2018
5.00%, 5/01/35

     1,000       1,162,620  

Philadelphia Authority for Industrial Development
(Evangelical Services for the Aging Obligated Group)
Series 2017A
5.00%, 7/01/42

     2,000       2,071,720  

School District of Philadelphia (The)
Series 2015A
5.00%, 9/01/34-9/01/35

     2,615       2,949,730  

Series 2016F
5.00%, 9/01/33-9/01/36

     4,000       4,552,730  

Series 2018A
5.00%, 9/01/34-9/01/38

     4,000       4,592,040  

Series 2018B
5.00%, 9/01/43

     3,000       3,386,040  

Scranton-Lackawanna Health & Welfare Authority
(Scranton Parking System Concession Project)
Series 2016A
5.00%, 1/01/51-1/01/57(c)

     12,110       12,138,159  

Series 2016B
6.08%, 1/01/26(c)

     915       891,558  

Series 2016C
Zero Coupon, 1/01/36(c)

     2,945       1,148,756  

Series 2016D
Zero Coupon, 1/01/57(c)

     59,385       4,926,580  

State Public School Building Authority
(Harrisburg School District)
AGM Series 2016A
5.00%, 12/01/29-12/01/30

     9,880       11,597,274  

Union County Hospital Authority
(Evangelical Community Hospital Obligated Group)
Series 2018
5.00%, 8/01/38-8/01/43

     8,435       9,521,717  
    

 

 

 
       259,822,332  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Puerto Rico – 5.1%

 

Commonwealth of Puerto Rico
Series 2006A
5.25%, 7/01/23-7/01/24

   $ 4,105     $ 2,976,125  

Series 2006B
5.25%, 7/01/32(d)(e)

     1,280       928,000  

Series 2008A
5.00%, 7/01/23

     255       184,238  

5.50%, 7/01/32(a)

     2,910       2,109,750  

Series 2009C
6.00%, 7/01/39(d)(e)

     1,715       1,243,375  

Series 2011A
5.75%, 7/01/24(d)(e)

     5,310       3,451,500  

Series 2012A
5.125%, 7/01/37(d)(e)

     1,100       580,250  

5.50%, 7/01/39(d)(e)

     5,275       2,795,750  

5.75%, 7/01/28(d)(e)

     1,350       715,500  

Series 2014A
8.00%, 7/01/35(d)(e)

     13,865       6,932,500  

AGC Series 2001A
5.50%, 7/01/29

     670       743,157  

GDB Debt Recovery Authority of Puerto Rico
Series 2018
7.50%, 8/20/40(a)

     8,799       6,752,976  

Puerto Rico Commonwealth Aqueduct & Sewer Authority
Series 2008A
6.125%, 7/01/24

     2,955       3,039,956  

Series 2012A
5.00%, 7/01/33

     4,705       4,628,544  

5.125%, 7/01/37

     1,155       1,136,231  

5.25%, 7/01/29-7/01/42

     10,965       10,909,443  

5.50%, 7/01/28

     4,090       4,100,225  

5.75%, 7/01/37

     2,985       2,996,194  

6.00%, 7/01/47

     2,845       2,862,781  

Puerto Rico Electric Power Authority
Series 2007T
5.00%, 7/01/37(d)(e)

     2,300       1,857,250  

Series 2010C
5.00%, 7/01/21(d)(e)

     1,735       1,401,013  

Series 2010DDD
5.00%, 7/01/21(d)(e)

     1,050       847,875  

Series 2012A
5.00%, 7/01/42(d)(e)

     1,740       1,405,050  

AGM Series 2007V
5.25%, 7/01/27-7/01/31

     27,275       29,851,063  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

NATL Series 2007V
5.25%, 7/01/29-7/01/35

   $ 6,350     $ 6,868,097  

Puerto Rico Highway & Transportation Authority
AGC Series 2005L
5.25%, 7/01/41

     8,600       9,043,330  

AGC Series 2007C
5.50%, 7/01/31

     1,735       1,929,632  

AGC Series 2007N
5.25%, 7/01/36

     825       885,497  

AGM Series 2007C
5.25%, 7/01/36

     1,800       1,932,120  

NATL Series 2005L
5.25%, 7/01/35

     7,565       8,075,713  

NATL Series 2007
5.50%, 7/01/28

     1,000       1,100,820  

NATL Series 2007N
5.25%, 7/01/33

     480       516,485  

Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth
(AES Puerto Rico LP)
Series 2000
6.625%, 6/01/26

     23,735       23,705,331  

Puerto Rico Industrial Tourist Educational Medical & Envirml Ctl Facs Fing Auth
(Sistema Universitario Ana G Mendez Incorporado)
Series 2012
5.375%, 4/01/42

     335       335,000  

Puerto Rico Sales Tax Financing Corp. Sales Tax Revenue
Series 2018A
Zero Coupon, 7/01/24-7/01/46(a)

     8,601       2,677,717  

Series 2019A
5.00%, 7/01/58(a)

     26,256       25,876,863  
    

 

 

 
       177,395,351  
    

 

 

 

Rhode Island – 0.2%

    

Rhode Island Health & Educational Building Corp.
Series 2011
8.375%, 1/01/46 (Pre-refunded/ETM)

     3,150       3,492,846  

Rhode Island Health & Educational Building Corp.
(City of Woonsocket RI Lease)
AGM Series 2017A
5.00%, 5/15/28-5/15/29

     2,000       2,373,890  
    

 

 

 
       5,866,736  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

South Carolina – 2.2%

    

South Carolina Jobs-Economic Development Authority
(Lutheran Homes of South Carolina Obligated Group)
Series 2013
5.00%, 5/01/43(a)

   $ 1,000     $ 1,023,980  

5.125%, 5/01/48(a)

     1,000       1,026,680  

South Carolina Public Service Authority
Series 2013A
5.00%, 12/01/38

     575       626,928  

Series 2013B
5.00%, 12/01/38

     810       883,151  

Series 2014A
5.00%, 12/01/49

     11,820       12,893,847  

Series 2014B
5.00%, 12/01/38

     1,160       1,273,088  

Series 2014C
5.00%, 12/01/36-12/01/46

     3,495       3,852,507  

Series 2015A
5.00%, 12/01/50

     5,000       5,530,150  

Series 2016A
5.00%, 12/01/34-12/01/36

     4,815       5,500,005  

Series 2016B
5.00%, 12/01/37-12/01/56

     38,780       43,905,998  
    

 

 

 
       76,516,334  
    

 

 

 

South Dakota – 1.2%

    

South Dakota Health & Educational Facilities Authority
(Avera Health Obligated Group)
Series 2017
5.00%, 7/01/46

     17,850       20,135,335  

South Dakota Health & Educational Facilities Authority
(Regional Health System Obligated Group/SD)
Series 2017
5.00%, 9/01/33-9/01/40

     18,295       21,025,660  
    

 

 

 
       41,160,995  
    

 

 

 

Tennessee – 1.1%

    

Bristol Industrial Development Board
(Bristol Industrial Development Board Sales Tax)
Series 2016A
5.00%, 12/01/35(a)(c)

     9,080       9,193,863  

5.125%, 12/01/42(a)(c)

     11,900       11,984,966  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Johnson City Health & Educational Facilities Board
(Mountain States Health Alliance Obligated Group)
Series 2012
5.00%, 8/15/42

   $ 5,250     $ 5,543,160  

Metropolitan Government Nashville & Davidson County Health & Educational Facs Board
(Trousdale Foundation Obligated Group)
Series 2018A
6.25%, 4/01/49(a)(c)

     5,040       5,495,969  

Metropolitan Government Nashville & Davidson County Health & Educational Facs Board
(Vanderbilt University Medical Center Obligated Group)
Series 2016
5.00%, 7/01/40

     2,435       2,731,607  

Series 2017A
5.00%, 7/01/48

     2,335       2,627,062  

Shelby County Health Educational & Housing Facilities Board
(Village at Germantown, Inc.)
Series 2012
5.25%, 12/01/42(a)

     1,000       1,028,500  

5.375%, 12/01/47(a)

     800       824,744  
    

 

 

 
       39,429,871  
    

 

 

 

Texas – 6.1%

    

Arlington Higher Education Finance Corp.
(Harmony Public Schools)
Series 2016A
5.00%, 2/15/41-2/15/46

     6,060       6,875,808  

Arlington Higher Education Finance Corp.
(Wayside Schools)
Series 2016A
4.625%, 8/15/46

     845       850,138  

Central Texas Regional Mobility Authority
Series 2013
5.00%, 1/01/42

     3,500       3,762,255  

Series 2016
5.00%, 1/01/33-1/01/40

     6,855       7,757,780  

Central Texas Turnpike System
Series 2015C
5.00%, 8/15/37

     6,800       7,528,348  

City of Houston TX
(City of Houston TX Hotel Occupancy Tax)
Series 2015
5.00%, 9/01/30

     1,965       2,218,544  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

City of Houston TX Airport System Revenue
(United Airlines, Inc.)
Series 2014
5.00%, 7/01/29

   $ 15,355     $ 16,953,148  

Series 2015B
5.00%, 7/15/30-7/15/35

     2,960       3,255,054  

Series 2018
5.00%, 7/15/28

     22,875       26,654,636  

Clifton Higher Education Finance Corp.
(IDEA Public Schools)
Series 2012
5.00%, 8/15/42

     530       557,804  

Series 2013
6.00%, 8/15/43

     1,000       1,120,210  

Series 2016A
5.00%, 8/15/34-8/15/36

     3,180       3,701,839  

Dallas County Flood Control District No. 1
Series 2015
5.00%, 4/01/28(a)(c)

     1,150       1,220,955  

Dallas/Fort Worth International Airport
Series 2012E
5.00%, 11/01/35

     1,500       1,557,885  

Decatur Hospital Authority
(Wise Regional Health System)
Series 2014A
5.25%, 9/01/44

     3,150       3,404,898  

Grand Parkway Transportation Corp.
Series 2018
5.00%, 2/01/23

     5,340       5,933,915  

Irving Hospital Authority
(Baylor Medical Center at Irving)
Series 2017A
5.00%, 10/15/44

     7,305       8,061,798  

New Hope Cultural Education Facilities Finance Corp.
(BSPV - Plano LLC)
7.25%, 12/01/53(a)

     8,315       8,539,339  

New Hope Cultural Education Facilities Finance Corp.
(CHF-Collegiate Housing Corpus Christi I LLC)
Series 2017A
5.00%, 4/01/37

     1,380       1,408,842  

New Hope Cultural Education Facilities Finance Corp.
(Legacy at Midtown Park, Inc. Obligated Group)
Series 2018A
5.50%, 7/01/54(a)

     4,500       4,576,545  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

New Hope Cultural Education Facilities Finance Corp.
(Wesleyan Homes, Inc.)
Series 2014
5.50%, 1/01/49(a)

   $ 1,700     $ 1,797,971  

North East Texas Regional Mobility Authority
Series 2016
5.00%, 1/01/46

     4,940       5,441,756  

North Texas Education Finance Corp.
(Uplift Education)
Series 2012A
5.125%, 12/01/42

     280       293,336  

North Texas Tollway Authority
(North Texas Tollway System)
Series 2014B
5.00%, 1/01/31

     8,975       10,055,590  

Series 2015A
5.00%, 1/01/35

     7,000       7,927,500  

Series 2017B
5.00%, 1/01/33-1/01/43

     7,400       8,518,498  

Red River Health Facilities Development Corp.
Series 2011A
8.00%, 11/15/46 (Pre-refunded/ETM)(a)

     1,790       2,065,839  

Red River Health Facilities Development Corp.
(MRC Crossings Proj)
Series 2014A
7.75%, 11/15/44(a)

     1,315       1,522,349  

Red River Health Facilities Development Corp.
(Wichita Falls Retirement Foundation)
Series 2012
5.50%, 1/01/32

     1,740       1,804,780  

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012B
8.00%, 7/01/38(a)(d)(e)(f)

     2,180       697,600  

Tarrant County Cultural Education Facilities Finance Corp.
(Buckingham Senior Living Community, Inc.)
Series 2007
5.50%, 11/15/22(a)(d)(e)(i)

     200       158,000  

Tarrant County Cultural Education Facilities Finance Corp.
(Buckner Senior Living, Inc.)
Series 2017B-3
3.875%, 11/15/22(a)

     1,200       1,200,276  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Tarrant County Cultural Education Facilities Finance Corp.
(CC Young Memorial Home Obligated Group)
Series 2017A
6.375%, 2/15/41-2/15/48(a)

   $ 8,465     $ 9,224,747  

Tarrant County Cultural Education Facilities Finance Corp.
(Edgemere Retirement Senior Quality Lifestyles Corp.)
Series 2015B
5.00%, 11/15/30

     4,000       3,975,680  

Tarrant County Cultural Education Facilities Finance Corp.
(Stayton at Museum Way)
Series 2009A
8.25%, 11/15/39-11/15/44(a)(i)

     5,025       4,522,500  

Series 2009B
6.86% (Bond Buyer + 3.00%), 11/15/45(a)(i)(m)

     1,075       967,500  

Tarrant County Cultural Education Facilities Finance Corp.
(Trinity Terrace Project)
Series 2014A-1
5.00%, 10/01/44-10/01/49

     5,350       5,684,022  

Texas Municipal Gas Acquisition & Supply Corp. I
(Bank of America Corp.)
Series 2008D
6.25%, 12/15/26

     10,690       12,391,848  

Texas Private Activity Bond Surface Transportation Corp.
(Blueridge Transportation Group LLC)
Series 2016
5.00%, 12/31/40

     1,255       1,374,463  

Texas Private Activity Bond Surface Transportation Corp.
(LBJ Infrastructure Group LLC)
Series 2010
7.00%, 6/30/40

     660       697,508  

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners LLC)
Series 2009
6.875%, 12/31/39

     200       206,378  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Texas Private Activity Bond Surface Transportation Corp.
(NTE Mobility Partners Segments 3 LLC)
Series 2013
6.75%, 6/30/43

   $ 3,600     $ 4,166,424  

Texas Transportation Commission
5.00%, 8/01/57

     7,500       8,480,550  

Travis County Health Facilities Development Corp.
Series 2012A
7.00%, 1/01/32 (Pre-refunded/ETM)(a)

     1,200       1,302,624  

7.125%, 1/01/46 (Pre-refunded/ETM)(a)

     2,430       2,642,771  

Uptown Development Authority
Series 2017A
5.00%, 9/01/35

     1,015       1,129,624  

Viridian Municipal Management District
Series 2011
9.00%, 12/01/37 (Pre-refunded/ETM)(a)

     75       88,263  
    

 

 

 
       214,278,138  
    

 

 

 

Utah – 0.0%

    

Timber Lakes Water Special Service District
Series 2011
8.125%, 6/15/31 (Pre-refunded/ETM)(a)

     80       85,331  

Utah Charter School Finance Authority
(North Star Academy)
Series 2010A
7.00%, 7/15/45

     100       103,576  
    

 

 

 
       188,907  
    

 

 

 

Vermont – 0.1%

    

Vermont Economic Development Authority
(Casella Waste Systems, Inc.)
Series 2013
4.625%, 4/01/36(c)

     1,100       1,124,585  

Vermont Economic Development Authority
(Wake Robin Corp.)
Series 2012
5.40%, 5/01/33(a)

     200       207,834  

Vermont Educational & Health Buildings Financing Agency
(University of Vermont Health Network Obligated Group)
Series 2016A
5.00%, 12/01/34

     1,500       1,735,155  
    

 

 

 
       3,067,574  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Virginia – 0.7%

    

Cherry Hill Community Development Authority
(Potomac Shores Project)
Series 2015
5.15%, 3/01/35(a)(c)

   $ 1,000     $ 1,033,460  

Chesapeake Bay Bridge & Tunnel District
Series 2016
5.00%, 7/01/46

     1,000       1,120,190  

Chesterfield County Economic Development Authority
(Brandermill Woods)
Series 2012
5.125%, 1/01/43(a)

     1,030       1,051,373  

Fairfax County Economic Development Authority
(Vinson Hall LLC)
Series 2013A
5.00%, 12/01/47

     1,955       2,089,152  

Peninsula Town Center Community Development Authority
Series 2018
5.00%, 9/01/37-9/01/45(a)(c)

     3,490       3,695,121  

Tobacco Settlement Financing Corp./VA
Series 2007B1
5.00%, 6/01/47

     7,490       7,259,008  

Virginia College Building Authority
(Marymount University)
Series 2015B
5.25%, 7/01/35(c)

     1,000       1,071,020  

Virginia College Building Authority
(Virginia Lease 21st Century College Prog)
Series 2016A
5.00%, 2/01/28(g)

     550       617,524  

Virginia Small Business Financing Authority
(Elizabeth River Crossings OpCo LLC)
Series 2012
5.50%, 1/01/42

     3,580       3,866,078  

Virginia Small Business Financing Authority
(I-66 Express Mobility Partners LLC)
Series 2017
5.00%, 12/31/52

     2,250       2,459,295  
    

 

 

 
       24,262,221  
    

 

 

 

Washington – 1.5%

    

Kalispel Tribe of Indians
Series 2018A
5.25%, 1/01/38(a)(c)

     750       814,028  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

King County Public Hospital District No. 4
Series 2015A
5.00%, 12/01/30(a)

   $ 2,235     $ 2,316,354  

Pend Oreille County Public Utility District No. 1 Box Canyon
Series 2018
5.00%, 1/01/48

     9,000       9,996,570  

Port of Seattle WA
Series 2015C
5.00%, 4/01/33

     5,035       5,651,485  

Washington Health Care Facilities Authority
(Overlake Hospital Medical Center Obligated Group)
Series 2017A
5.00%, 7/01/35

     2,350       2,722,099  

Series 2017B
5.00%, 7/01/34

     1,855       2,159,480  

Washington Health Care Facilities Authority
(Virginia Mason Medical Center Obligated Group)
Series 2017
5.00%, 8/15/33-8/15/37

     18,005       20,095,951  

Washington State Housing Finance Commission
(Mirabella)
Series 2012A
6.75%, 10/01/47(a)(c)

     3,550       3,798,819  

Washington State Housing Finance Commission
(Presbyterian Retirement Communities Northwest Obligated Group)
Series 2016A
5.00%, 1/01/31-1/01/46(c)

     2,790       3,023,769  

Washington State Housing Finance Commission
(Rockwood Retirement Communities)
Series 2014A
7.375%, 1/01/44(a)(c)

     3,215       3,654,683  
    

 

 

 
       54,233,238  
    

 

 

 

West Virginia – 0.1%

    

West Virginia Hospital Finance Authority
(West Virginia United Health System Obligated Group)
Series 2013A
5.50%, 6/01/44

     2,100       2,329,614  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Wisconsin – 1.9%

    

University of Wisconsin Hospitals & Clinics
Series 2013A
5.00%, 4/01/38

   $ 4,155     $ 4,509,048  

Wisconsin Health & Educational Facilities Authority
(Aspirus, Inc. Obligated Group)
Series 2017
5.00%, 8/15/52

     20,345       22,980,084  

Wisconsin Public Finance Authority
(Bancroft Neurohealth Obligated Group)
Series 2016
5.125%, 6/01/48(a)(c)

     3,335       3,397,264  

Wisconsin Public Finance Authority
(Celanese US Holdings LLC)
Series 2016C
4.30%, 11/01/30

     2,060       2,136,879  

Series 2016D
4.05%, 11/01/30

     720       735,854  

Wisconsin Public Finance Authority
(Gannon University)
Series 2017
5.00%, 5/01/42-5/01/47

     2,650       2,885,214  

Wisconsin Public Finance Authority
(Mary’s Woods at Marylhurst, Inc.)
Series 2017A
5.25%, 5/15/37-5/15/47(c)

     3,225       3,418,262  

Wisconsin Public Finance Authority
(Maryland Proton Treatment Center LLC)
Series 2018A-1
6.25%, 1/01/38(a)(c)

     2,685       2,850,826  

6.375%, 1/01/48(a)(c)

     11,270       11,912,503  

Wisconsin Public Finance Authority
(Million Air Two LLC Obligated Group)
Series 2017B
7.125%, 6/01/41(a)(c)

     7,885       8,622,405  

Wisconsin Public Finance Authority
(Pine Lake Preparatory, Inc.)
Series 2015
5.25%, 3/01/35(c)

     1,550       1,651,448  

Wisconsin Public Finance Authority
(Rose Villa, Inc./OR)
Series 2014A
5.75%, 11/15/44(a)(c)

     1,000       1,067,190  

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    57


 

PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Wisconsin Public Finance Authority
(Seabury Retirement Community)
Series 2015A
5.00%, 9/01/30(c)

   $ 545     $ 578,152  
    

 

 

 
       66,745,129  
    

 

 

 

Total Long-Term Municipal Bonds
(cost $3,171,080,803)

       3,288,431,301  
    

 

 

 

Short-Term Municipal Notes – 2.4%

    

Alaska – 0.5%

    

Municipality of Anchorage AK
2.00%, 12/20/19

     18,350       18,387,985  
    

 

 

 

Massachusetts – 0.1%

    

Commonwealth of Massachusetts
Series 2018B
4.00%, 5/23/19

     1,695       1,697,271  
    

 

 

 

New York – 1.4%

    

New York State Thruway Authority
(New York State Thruway Authority Gen Toll Road)
4.00%, 2/01/20

     50,000       50,422,500  
    

 

 

 

Texas – 0.4%

    

State of Texas
Series 2018
4.00%, 8/29/19

     13,860       13,960,208  
    

 

 

 

Total Short-Term Municipal Notes
(cost $84,469,132)

       84,467,964  
    

 

 

 

Total Municipal Obligations
(cost $3,255,549,935)

       3,372,899,265  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 2.3%

    

Investment Companies – 2.1%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.37%(n)(o)(p)
(cost $75,312,026)

     75,312,026       75,312,026  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

    

Principal

Amount

(000)

    U.S. $ Value  

 

 

Corporates – Investment Grade – 0.2%

    

Industrial – 0.2%

    

Texas Pellets, Inc./German Pellets Texas LLC
8.00%, 6/02/19(a)(l)(q)

   $ 4,965     $ 4,965,000  

Series 2018
8.00%, 6/02/19(a)(l)(q)

     1,475       1,475,000  
    

 

 

 

Total Corporates – Investment Grade
(cost $6,440,000)

       6,440,000  
    

 

 

 

Total Short-Term Investments
(cost $81,752,026)

       81,752,026  
    

 

 

 

Total Investments – 98.4%
(cost $3,337,301,961)

       3,454,651,291  

Other assets less liabilities – 1.6%

       54,923,939  
    

 

 

 

Net Assets – 100.0%

     $ 3,509,575,230  
    

 

 

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                        

Notional

Amount

(000)

    Termination
Date
    Payments
made
by the
Fund
    Payments
received
by the
Fund
    Payment
Frequency
Paid/
Received
 

Market

Value

   

Upfront

Premiums

Paid

(Received)

    Unrealized
Appreciation/
(Depreciation)
 
USD       115,000       3/18/29      
3 Month
LIBOR
 
 
    2.661%     Quarterly/ Semi-Annual   $ 1,524,372     $ – 0  –    $ 1,524,372  
USD     37,250       4/16/49      
3 Month
LIBOR
 
 
    2.746%     Quarterly/ Semi-Annual     91,681       – 0  –      91,681  
           

 

 

   

 

 

   

 

 

 
            $   1,616,053     $   – 0  –    $   1,616,053  
           

 

 

   

 

 

   

 

 

 

INFLATION (CPI) SWAPS (see Note C)

 

                Rate Type              
Swap
Counterparty
 

Notional

Amount

(000)

    Termination
Date
    Payments
made
by the
Fund
    Payments
received
by the
Fund
    Payment
Frequency
Paid/
Received
    Unrealized
Appreciation/
(Depreciation)
 

Barclays Bank PLC

    USD       49,697       8/31/20       2.235%       CPI#       Maturity     $ (477,166

Barclays Bank PLC

    USD       49,697       9/04/20       2.248%       CPI#       Maturity       (478,495

Barclays Bank PLC

    USD       50,003       9/20/20       2.263%       CPI#       Maturity       (478,813

Barclays Bank PLC

    USD       42,028       10/15/20       2.208%       CPI#       Maturity       (337,232

Barclays Bank PLC

    USD       25,607       10/15/20       2.210%       CPI#       Maturity       (206,738

Citibank, NA

    USD       30,570       10/17/20       2.220%       CPI#       Maturity       (249,489

JPMorgan Chase Bank, NA

    USD       50,936       8/30/20       2.210%       CPI#       Maturity       (461,161

JPMorgan Chase Bank, NA

    USD         666,890       7/15/24       2.165%       CPI#       Maturity       (369,230
             

 

 

 
              $   (3,058,324
             

 

 

 

 

#

Variable interest rate based on the rate of inflation as determined by the Consumer Price Index (CPI).

 

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PORTFOLIO OF INVESTMENTS (continued)

 

 

(a)

Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(b)

When-Issued or delayed delivery security.

 

(c)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $313,594,994 or 8.9% of net assets.

 

(d)

Non-income producing security.

 

(e)

Defaulted.

 

(f)

Restricted and illiquid security.

 

Restricted & Illiquid
Securities
  Acquisition
Date
    Cost     Market
Value
    Percentage of
Net Assets
 

California School Finance Authority
(Tri-Valley Learning Corp.)
Series 2012A

       

7.00%, 6/01/47

    9/07/12     $ 730,000     $ 474,500       0.01

Jefferson Parish Hospital Service District No. 2
Series 2011

       

6.00%, 7/01/41

    9/04/14           2,213,476           2,108,700       0.06

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2013B

       

10.50%, 7/01/39

    11/22/13       1,973,785       27       0.00

Louisiana Public Facilities Authority
(Louisiana Pellets, Inc.)
Series 2014A

       

7.50%, 7/01/23

    7/31/14       868,862       12       0.00

Sanger Industrial Development Corp.
(Texas Pellets, Inc.)
Series 2012B

       

8.00%, 7/01/38

    5/08/13       2,226,920       697,600       0.02

 

(g)

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

 

(h)

An auction rate security whose interest rate resets at each auction date. Auctions are typically held every week or month. The rate shown is as of April 30, 2019 and the aggregate market value of these securities amounted to $18,360,000 or 0.52% of net assets.

 

(i)

Illiquid security.

 

(j)

Position, or a portion thereof, has been segregated to collateralize OTC derivatives outstanding.

 

(k)

Indicates a security that has a zero coupon that remains in effect until a predetermined date at which time the stated coupon rate becomes effective until final maturity.

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

(l)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities, which represent 0.25% of net assets as of April 30, 2019, are considered illiquid and restricted. Additional information regarding such securities follows:

 

144A/Restricted & Illiquid
Securities
  Acquisition
Date
    Cost     Market
Value
    Percentage of
Net Assets
 

Kansas City Industrial Development Authority
(Kingswood Senior Living Community)

       

Series 2016

6.00%, 11/15/46

    12/18/15     $     2,934,348     $     2,473,902       0.07

Texas Pellets, Inc./German Pellets Texas LLC

       

8.00%, 6/02/19

    6/15/16-1/12/18       4,965,000       4,965,000       0.14

Texas Pellets, Inc./German Pellets Texas LLC

       

Series 2018

8.00%, 6/02/19

    11/30/18       1,475,000       1,475,000       0.04

 

(m)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019.

 

(n)

Affiliated investments.

 

(o)

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

 

(p)

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

 

(q)

Fair valued by the Adviser.

As of April 30, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 3.6% and 0.0%, respectively.

Glossary:

AGC – Assured Guaranty Corporation

AGM – Assured Guaranty Municipal

BAM – Build American Mutual

COP – Certificate of Participation

ETM – Escrowed to Maturity

GO – General Obligation

LIBOR – London Interbank Offered Rates

NATL – National Interstate Corporation

XLCA – XL Capital Assurance Inc.

See notes to financial statements.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    61


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2019

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $3,261,989,935)

   $ 3,379,339,265  

Affiliated issuers (cost $75,312,026)

     75,312,026  

Cash collateral due from broker

     9,429,136  

Interest receivable

     46,922,418  

Receivable for shares of beneficial interest sold

     22,962,820  

Receivable for investment securities sold

     6,897,657  

Receivable for variation margin on centrally cleared swaps

     376,561  

Affiliated dividends receivable

     269,321  

Receivable due from Adviser

     24,180  
  

 

 

 

Total assets

     3,541,533,384  
  

 

 

 
Liabilities

 

Payable for investment securities purchased

     11,389,225  

Dividends payable

     10,995,947  

Payable for floating rate notes issued*

     3,510,000  

Unrealized depreciation on inflation swaps

     3,058,324  

Payable for shares of beneficial interest redeemed

     2,995,293  

Other liabilities

     9,365  
  

 

 

 

Total liabilities

     31,958,154  
  

 

 

 

Net Assets

   $ 3,509,575,230  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 3,000  

Additional paid-in capital

     3,397,412,163  

Distributable earnings

     112,160,067  
  

 

 

 
   $     3,509,575,230  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 300,021,284 common shares outstanding)

   $ 11.70  
  

 

 

 

 

*

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

See notes to financial statements.

 

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STATEMENT OF OPERATIONS

Year Ended April 30, 2019

 

Investment Income      

Interest

   $     118,271,948     

Dividends—Affiliated issuers

     1,150,210     

Other income(a)

     58,528      $ 119,480,686  
  

 

 

    
Expenses      

Interest expense

     198,804     
  

 

 

    

Total expenses

        198,804  
     

 

 

 

Net investment income

        119,281,882  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (2,498,252

Swaps

        228,562  

Net change in unrealized appreciation/depreciation of:

     

Investments

        111,809,617  

Swaps

        (970,541
     

 

 

 

Net gain on investment transactions

        108,569,386  
     

 

 

 

Net Increase in Net Assets from Operations

      $     227,851,268  
     

 

 

 

 

(a)

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

See notes to financial statements.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    63


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2019
    Year Ended
April 30,
2018
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 119,281,882     $ 82,592,517  

Net realized gain (loss) on investment transactions

     (2,269,690     1,111,601  

Net change in unrealized appreciation/depreciation of investments

     110,839,076       (2,817,276
  

 

 

   

 

 

 

Net increase in net assets from operations

     227,851,268       80,886,842  

Distribution to Shareholders

     (121,039,748     (82,581,201
Transactions in Shares of Beneficial Interest     

Net increase

     641,871,214       1,095,461,323  
  

 

 

   

 

 

 

Total increase

     748,682,734       1,093,766,964  
Net Assets     

Beginning of period

     2,760,892,496       1,667,125,532  
  

 

 

   

 

 

 

End of period

   $     3,509,575,230     $     2,760,892,496  
  

 

 

   

 

 

 

See notes to financial statements.

 

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STATEMENT OF CASH FLOWS

For the year ended April 30, 2019

 

Cash flows from operating activities     

Net increase in net assets from operations

     $ 227,851,268  
Reconciliation of net increase in net assets from operations to net decrease in cash from operating activities     

Purchases of long-term investments

   $     (991,332,738  

Purchases of short-term investments

     (819,535,218  

Proceeds from disposition of long-term investments

     413,322,506    

Proceeds from disposition of short-term investments

     829,126,501    

Net realized loss on investment transactions

     2,269,690    

Net change in unrealized appreciation/depreciation on investment transactions

     (110,839,076  

Net accretion of bond discount and amortization of bond premium

     20,439,132    

Increase in receivable for investments sold

     (6,877,657  

Increase in interest receivable

     (12,223,593  

Increase in affiliated dividends receivable

     (255,828  

Increase in receivable due from Adviser

     (22,328  

Increase in cash collateral due from broker

     (339,483  

Decrease in payable for investments purchased

     (69,452,427  

Increase in other liabilities

     1,895    

Proceeds for exchange-traded derivatives settlements

     894,286    
  

 

 

   

Total adjustments

           (744,824,338
    

 

 

 

Net cash provided by (used in) operating activities

       (516,973,070
Cash flows from financing activities     

Subscriptions in shares of beneficial interest, net

     634,619,034    

Cash dividends paid

     (118,274,118  
  

 

 

   

Net cash provided by (used in) financing activities

       516,344,916  
    

 

 

 

Net decrease in cash

       (628,154

Cash at beginning of year

       628,154  
    

 

 

 

Cash at end of year

     $  
    

 

 

 
Supplemental disclosure of cash flow information     

Interest expense paid during the year

   $ 198,804    

In accordance with U.S. GAAP, the Fund has included a Statement of Cash Flows as a result of its significant investments in Level 3 securities throughout the year.

See notes to financial statements.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    65


 

NOTES TO FINANCIAL STATEMENTS

April 30, 2019

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) was organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Municipal Income Shares (the “Fund”).

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

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees (the “Board”).

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such 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.

 

abfunds.com   AB MUNICIPAL INCOME SHARES    |    67


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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, 2019:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Long-Term Municipal Bonds:

       

Alabama

  $ – 0  –    $    108,068,654     $    11,832,067     $    119,900,721  

Arizona

    – 0  –      32,920,056       2,220,527       35,140,583  

California

    – 0  –      105,528,498       79,892,064       185,420,562  

Colorado

    – 0  –      11,798,124       11,935,840       23,733,964  

Florida

    – 0  –      124,919,326       48,277,681       173,197,007  

Illinois

    – 0  –      342,015,138       17,651,639       359,666,777  

Indiana

    – 0  –      17,097,576       21,603,600       38,701,176  

Kentucky

    – 0  –      37,893,475       11,323,287       49,216,762  

Louisiana

    – 0  –      61,352,696       2,302,346       63,655,042  

Maryland

    – 0  –      7,344,141       3,308,578       10,652,719  

Massachusetts

    – 0  –      21,492,354       13,551,955       35,044,309  

Michigan

    – 0  –      117,517,384       14,182,253       131,699,637  

Missouri

    – 0  –      24,369,516       13,460,972       37,830,488  

Nevada

    – 0  –      42,100,278       4,112,233       46,212,511  

New Jersey

    – 0  –      298,285,897       13,512,699       311,798,596  

New York

    – 0  –      166,508,662       5,115,418       171,624,080  

North Carolina

    – 0  –      12,391,980       11,499,412       23,891,392  

North Dakota

    – 0  –      11,142,281       12,001,541       23,143,822  

Ohio

    – 0  –      68,845,992       30,481,098       99,327,090  

Oklahoma

    – 0  –      5,602,607       1,215,416       6,818,023  

Oregon

    – 0  –      – 0  –      146,557       146,557  

Pennsylvania

    – 0  –      230,823,259       28,999,073       259,822,332  

Puerto Rico

    – 0  –      139,978,045       37,417,306       177,395,351  

South Carolina

    – 0  –      74,465,674       2,050,660       76,516,334  

Tennessee

    – 0  –      10,901,829       28,528,042       39,429,871  

Texas

    – 0  –      173,750,859       40,527,279       214,278,138  

Utah

    – 0  –      103,576       85,331       188,907  

Vermont

    – 0  –      2,859,740       207,834       3,067,574  

Virginia

    – 0  –      18,482,267       5,779,954       24,262,221  

Washington

    – 0  –      43,649,354       10,583,884       54,233,238  

Wisconsin

    – 0  –      38,894,941       27,850,188       66,745,129  

Other

    – 0  –      425,670,388       – 0  –      425,670,388  

Short-Term Municipal Notes

    – 0  –      84,467,964       – 0  –      84,467,964  

Short-Term Investments:

       

Investment Companies

    75,312,026       – 0  –      – 0  –      75,312,026  

Corporates—Investment Grade

    – 0  –      – 0  –      6,440,000       6,440,000  

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Liabilities:

       

Floating Rate Notes(a)

  $ (3,510,000   $ – 0  –    $ – 0  –    $ (3,510,000
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    71,802,026       2,861,242,531       518,096,734       3,451,141,291  

Other Financial Instruments(b):

       

Assets:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      1,616,053       – 0  –      1,616,053 (c) 

Liabilities:

       

Inflation (CPI) Swaps

    – 0  –      (3,058,324     – 0  –      (3,058,324
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   71,802,026     $   2,859,800,260     $   518,096,734     $   3,449,699,020  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

The Fund may hold liabilities in which the fair value approximates the carrying amount for financial statement purposes.

 

(b)

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

 

(c)

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

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

      Long-Term
Municipal

Bonds
    Corporates-
Investment
Grade
    Total  

Balance as of 4/30/18

   $ 233,327,052     $ 4,965,000     $ 238,292,052  

Accrued discounts/(premiums)

     249,246       – 0  –      249,246  

Realized gain (loss)

     190,477       – 0  –      190,477  

Change in unrealized appreciation/depreciation

     10,642,356       – 0  –      10,642,356  

Purchases

     300,762,267       1,475,000       302,237,267  

Sales

     (46,715,788     – 0  –      (46,715,788

Transfers in to Level 3

     15,242,046       – 0  –      15,242,046 (a) 

Transfers out of Level 3

     (2,040,922     – 0  –      (2,040,922 )(a) 
  

 

 

   

 

 

   

 

 

 

Balance as of 4/30/19

   $   511,656,734     $   6,440,000     $   518,096,734  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/19(b)

   $ 11,204,038     $ – 0  –    $ 11,204,038  
  

 

 

   

 

 

   

 

 

 

 

(a)

There were de minimis transfers under 1% of net assets during the reporting period.

 

(b)

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The following presents information about significant unobservable inputs related to the Fund’s Level 3 investments at April 30, 2019. Securities priced by third party vendors are excluded from the following table:

Quantitative Information about Level 3 Fair Value Measurements

 

     Fair
Value at
4/30/19
    Valuation
Technique
  Unobservable
Input
  Input

Corporates – Investment Grade

      
$

6,440,000

 
      
Capital Recovery
      
Recovery Rate
      
100% / N/A

Generally, a change in the assumptions used in any input in isolation may be accompanied by a change in another input. Significant changes in any of the unobservable inputs may significantly impact the fair value measurement. Significant increases (decreases) in Recovery Rate in isolation would be expected to result in a significantly higher (lower) fair value measurement.

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. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

5. Dividends and Distributions

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE B

Advisory Fee and Other Transactions with Affiliates

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

During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the November 14, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

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

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

The Fund may purchase securities from, or sell securities to, an affiliated fund provided the affiliation is due solely to having a common investment

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

advisor, common officers, or common directors. For the year ended April 30, 2019, the purchase and sale transactions with an affiliated fund in compliance with Rule 17a-7 under the 1940 Act were $657 and $661, respectively, with realized gain of $661.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2019, such reimbursement amounted to $58,528.

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2019 is as follows:

 

Fund

  Market Value
4/30/18
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/19
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     30,264     $     733,575     $     688,527     $     75,312     $     1,150  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:

 

    Purchases     Sales  

Investment securities (excluding U.S. government securities)

  $     991,332,738     $     411,378,975  

U.S. government securities

    – 0  –      – 0  – 

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

 

Cost

   $     3,334,039,456  
  

 

 

 

Gross unrealized appreciation

   $ 129,748,068  

Gross unrealized depreciation

     (14,096,642
  

 

 

 

Net unrealized appreciation

   $ 115,651,426  
  

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

Interest Rate Swaps:

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

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2019, the Fund held interest rate swaps for hedging purposes.

Inflation (CPI) Swaps:

Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate. Inflation swaps may be used to protect the net asset value, or NAV, of a Fund against an unexpected change in the rate of inflation measured by an inflation index since the value of these agreements is expected to increase if there are unexpected inflation increases.

During the year ended April 30, 2019, the Fund held inflation (CPI) swaps for hedging purposes.

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the year ended April 30, 2019, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of

Assets and

Liabilities

Location

  Fair Value    

Statement of

Assets and

Liabilities

Location

  Fair Value  

Interest rate contracts

 


Receivable/Payable

for variation margin

on centrally cleared

swaps

   
$

1,616,053

   

Interest rate contracts

     
Unrealized depreciation on inflation swaps
   
$

3,058,324

 
   

 

 

     

 

 

 

Total

    $     1,616,053       $     3,058,324  
   

 

 

     

 

 

 

 

*

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

 

Derivative Type

 

Location of Gain

or (Loss) on
Derivatives Within

Statement of

Operations

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

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps    $ 228,562      $ (970,541
    

 

 

    

 

 

 

Total

     $     228,562      $     (970,541
    

 

 

    

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2019:

 

Inflation Swaps:

  

Average notional amount

   $ 345,257,667 (a) 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $ 248,847,000 (a) 

 

(a)

Positions were open for nine months during the year.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

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

Barclays Bank PLC

  $ 1,978,444     $ – 0  –    $ (1,850,000   $ – 0  –    $ 128,444  

Citibank, NA

    249,489       – 0  –      (249,489     – 0  –      – 0  – 

JPMorgan Chase Bank, NA

    830,391       – 0  –      – 0  –      (830,391     – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   3,058,324     $   – 0  –    $   (2,099,489   $   (830,391   $   128,444 ^ 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

 

^

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

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

            
     Shares           Amount        
    

Year Ended

April 30,

2019

   

Year Ended

April 30,

2018

         

Year Ended

April 30,

2019

   

Year Ended

April 30,

2018

       
  

 

 

   

Shares sold

     117,096,573       126,009,527       $ 1,333,456,463     $ 1,442,789,580    

 

   

Shares redeemed

     (60,999,172     (30,300,300       (691,585,249     (347,328,257  

 

   

Net increase

     56,097,401       95,709,227       $ 641,871,214     $ 1,095,461,323    

 

   

NOTE E

Risks Involved in Investing in 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 any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. There is the possibility that the credit rating of a fixed-income security may be downgraded after purchase, which may adversely affect the value of the security. Investments in fixed-income securities with lower ratings tend to have a higher probability that an issuer will default or fail to meet its payment obligations.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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, 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 and catastrophic natural disasters, such as hurricanes 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.

The Fund may invest in the municipal securities of Puerto Rico or other US territories and their governmental agencies and municipalities, which are exempt from federal, state, and, where applicable, local income taxes. These municipal securities may have more risks than those of other US issuers of municipal securities. Puerto Rico experienced a significant downturn during the recession. Puerto Rico’s downturn was particularly severe, and Puerto Rico continues to face a very challenging economic and fiscal environment. Municipal securities issued by Puerto Rico issuers have extremely low ratings by the credit rating organizations. More recently Puerto Rico has defaulted on its debt payments, and if the general economic situation in Puerto Rico persists, the volatility and credit quality of Puerto Rican municipal securities will continue to be adversely affected, and the market for such securities may experience continued volatility. In addition, Puerto Rico’s difficulties have resulted in increased volatility in portions of the broader municipal securities market from time to time, and this may recur in the future.

Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

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

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.

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

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

Liquidity Risk—Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

than more traditional investments. 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.

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.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2019 and April 30, 2018 were as follows:

 

     2019      2018  

Distributions paid from:

     

Ordinary income

   $ 2,482,625      $ 1,215,893  
  

 

 

    

 

 

 

Total taxable distributions

     2,482,625        1,215,893  

Tax-exempt distributions

     118,557,123        81,365,308  
  

 

 

    

 

 

 

Total distributions paid

   $     121,039,748      $     82,581,201  
  

 

 

    

 

 

 

As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $     10,973,405  

Accumulated capital and other losses

     (2,841,255 )(a) 

Unrealized appreciation/(depreciation)

     115,651,426 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $     123,783,576 (c) 
  

 

 

 

 

(a)

As of April 30, 2019, the Fund had a net capital loss carryforward of $2,841,255.

 

(b)

The differences between book-basis and tax-basis unrealized appreciation/(depreciation) are attributable primarily to the tax treatment of swaps, the tax deferral of losses on wash sales, and the tax treatment of tender option bonds.

 

(c)

The differences between book-basis and tax-basis components of accumulated earnings/(deficit) are attributable primarily to the tax treatment of defaulted securities and dividends payable.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $1,311,125 and a net long-term capital loss carryforward of $1,530,130, which may be carried forward for an indefinite period.

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

NOTE H

Floating Rate Notes Issued in Connection with Securities Held

The Fund may engage in tender option bond (“TOB”) transactions in which the Fund transfers a fixed rate bond (“Fixed Rate Bond”) into a Special Purpose Vehicle (the “SPV”, which is generally organized as a trust). The Fund buys a residual interest in the assets and cash flows of the SPV, often referred to as an inverse floating rate obligation (“Inverse Floater”). The SPV also issues floating rate notes (“Floating Rate Notes”) which are sold to third parties. The Floating Rate Notes pay interest at rates that generally reset weekly and their holders have the option to tender their notes to a liquidity provider for redemption at par. The Inverse Floater held by the Fund gives the Fund the right (1) to cause the holders of the Floating Rate Notes to tender their notes at par, and (2) to have the trustee transfer the Fixed Rate Bond held by the SPV to the Fund, thereby collapsing the SPV. The SPV may also be collapsed in certain other circumstances. In accordance with U.S. GAAP requirements regarding accounting for transfers and servicing of financial assets and extinguishments of liabilities, the Fund accounts for the transaction described above as a secured borrowing by including the Fixed Rate Bond in its portfolio of investments and the Floating Rate Notes as a liability under the caption “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, 2019, the amount of the Fund’s Floating Rate Notes outstanding was $3,510,000 and the related interest rate was 2.28% to 2.36%. For the year ended April 30, 2019, the average amount of Floating Rate Notes outstanding and the daily weighted average interest rate were $3,510,000 and 2.26%, respectively.

The Fund may also purchase Inverse Floaters in the secondary market without first owning the underlying bond. Such an Inverse Floater is included in the Fund’s portfolio of investments but is not required to be treated as a secured borrowing and reflected in the Fund’s financial statements as a secured borrowing.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

The final rules implementing section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”) were issued on December 10, 2013. The Volcker Rule precludes banking entities and their affiliates from (i) sponsoring residual interest bond programs, such as the Fund’s TOB transactions (as such programs were then previously or are presently structured), and (ii) continuing certain relationships with or certain services for residual interest bond programs. As a result, such residual interest bond trusts need to be restructured or unwound. The effects of the Volcker Rule may make it more difficult for the Fund to maintain current or desired levels of leverage and may cause the Fund to incur additional expenses to maintain its leverage. Banking entities subject to the Volcker Rule were required to comply by July 21, 2015 for TOBs established after December 31, 2013, and by July 21, 2017 for TOBs established prior to December 31, 2013.

NOTE I

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in Regulation S-X

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to Regulation S-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

NOTE J

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2019     2018     2017     2016     2015  
 

 

 

 

Net asset value, beginning of period

    $  11.32       $  11.25       $  11.59       $  11.14       $  10.64  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .45       .44       .44       .48       .51  

Net realized and unrealized gain (loss) on investment transactions

    .38       .07       (.34     .46       .51  
 

 

 

 

Net increase in net asset value from operations

    .83       .51       .10       .94       1.02  
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.45     (.44     (.44     (.49     (.52
 

 

 

 

Net asset value, end of period

    $  11.70       $  11.32       $  11.25       $  11.59       $  11.14  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    7.53  %      4.55  %      .87  %      8.69  %      9.73  % 

Ratios/Supplemental Data

         

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

    $3,509,575       $2,760,892       $1,667,126       $1,112,540       $634,667  

Ratio to average net assets of:

         

Expenses(c)

    .01  %      .01  %      .00  %(d)      .01  %      .01  % 

Net investment income

    3.91  %      3.82  %      3.85  %      4.25  %      4.62  % 

Portfolio turnover rate

    14  %      19  %      23  %      8  %      10  % 

 

(a)

Based on average shares outstanding.

 

(b)

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

 

(c)

The expense ratios, excluding interest expense are .00%, .00%, .00%, .00% and .00%, respectively.

 

(d)

Amount is less than .005%.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of AB Corporate Shares and Shareholders of AB Municipal Income Shares:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Municipal Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

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

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

New York, New York

June 26, 2019

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

 

A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Municipal Income Shares (the “Fund”) was held on October 11, 2018 and adjourned until November 14, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

 

1.

To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

 

Trustee:

   Voted
For:
     Authority
Withheld:
 

Michael J. Downey

     259,751,621        1,668,188  

William H. Foulk, Jr.*

     259,751,621        1,668,188  

Nancy P. Jacklin

     259,751,621        1,668,188  

Robert M. Keith

     259,751,621        1,668,188  

Carol C. McMullen

     259,751,621        1,668,188  

Gary L. Moody

     259,751,621        1,668,188  

Marshall C. Turner, Jr.

     259,751,621        1,668,188  

Earl D. Weiner

     259,751,621        1,668,188  

 

2.

To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

 

Voted

For

    Voted
Against
    Abstained     Broker-Non
Votes
 
  225,746,782       98,896       474,918       14,380,473  

 

*

Mr. Foulk retired on December 31, 2018.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1), Chairman

Michael J. Downey(1)

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

  

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Robert “Guy” B. Davidson III(2), Vice President

Terrance T. Hults(2), Vice President

Matthew J. Norton(2), Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

 

Transfer Agent

AllianceBernstein Investor Services,
Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

1

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

 

2

The day-to-day management of, and investment decisions for, the Trust’s Portfolio are made by the Municipal Bond Investment Team. Messrs. Davidson III, Hults and Norton are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio.

 

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MANAGEMENT OF THE FUND

 

Board of Trustees Information

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

 

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

Robert M. Keith,#

1345 Avenue of the Americas

New York, NY 10105
59

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,
ADDRESS*, AGE AND
(YEAR FIRST ELECTED**)
  PRINCIPAL
OCCUPATION(S),
DURING PAST FIVE YEARS
AND OTHER INFORMATION***
  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
    OTHER PUBLIC
COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY TRUSTEE
INDEPENDENT TRUSTEES    
Marshall C. Turner, Jr.,##
Chairman of the Board
77
(2005)
  Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     92     Xilinx, Inc. (programmable logic semi-conductors) since 2007

 

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MANAGEMENT OF THE FUND (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   

Michael J. Downey,##
75

(2005)

  Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
71
(2006)
  Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen,##

63
(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

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

INDEPENDENT TRUSTEES

(continued)

   

Garry L. Moody,##
67

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     92     None
     
Earl D. Weiner,##
79
(2007)
  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

 

*

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

 

**

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

 

***

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

 

#

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

 

##

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

 

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MANAGEMENT OF THE FUND (continued)

 

Officers

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST FIVE YEARS

Robert M. Keith

59

   President and Chief Executive Officer    See biography above.
     

Robert “Guy” B. Davidson, III

58

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Terrance T. Hults

53

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Matthew J. Norton

36

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Emilie D. Wrapp

63

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014.
     

Michael B. Reyes

42

   Senior Analyst    Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Joseph J. Mantineo

60

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014.
     

Phyllis J. Clarke

58

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2014.
     

Vincent S. Noto

54

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012.

 

*

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

 

**

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

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

 

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Municipal Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July 31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and current sub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within the one-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of certain Funds,

 

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actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each Fund.

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 management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of

 

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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is

 

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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider

 

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(the “15(c) provider”) concerning management fee rates payable by other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

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

 

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offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that many of the Funds may invest in shares of exchange-traded funds (“ETFs”), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established

 

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methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Municipal Income Shares (the “Fund”) at a meeting held on November 6-8, 2018 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,

 

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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 materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

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

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

 

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as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors concluded that the Adviser’s level of profitability from its relationship with the Fund in the periods reviewed was not unreasonable.

Fall-Out Benefits

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

 

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Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

 

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The Adviser informed the directors that there were no institutional products managed by the Adviser that have a substantially similar investment style as the Fund.

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

Economies of Scale

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

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

US CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 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

FlexFee High Yield Portfolio

FlexFee International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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.

 

110    |    AB MUNICIPAL INCOME SHARES   abfunds.com


 

NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

116    |    AB MUNICIPAL INCOME SHARES   abfunds.com


LOGO

AB MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

MIS-0151-0419                 LOGO


APR    04.30.19

LOGO

ANNUAL REPORT

AB TAXABLE MULTI-SECTOR INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you Invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    1


 

ANNUAL REPORT

 

June 5, 2019

This report provides management’s discussion of fund performance for AB Taxable Multi-Sector Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

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

NAV RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     6 Months      12 Months  
AB TAXABLE MULTI-SECTOR INCOME SHARES      2.76%        4.00%  
Bloomberg Barclays US Aggregate ex-Government Bond Index      5.88%        5.65%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays US Aggregate ex-Government Bond Index, for the six- and 12-month periods ended April 30, 2019.

During the 12-month period, the Fund underperformed the benchmark. The Fund’s shorter-than-benchmark duration detracted, relative to the benchmark, as yields fell almost across the spectrum in the period. Yield-curve positioning also detracted, particularly an overweight along the five- to 10-year portion of the curve, where interest rates rose most. Industry allocation contributed, helped most by a lack of exposure to agency mortgage-backed securities (“MBS”) and an overweight to the banking sector. Although security selection did not have a significant impact on overall performance in the period, there were some positions of note. Gains from selection within commercial mortgage-backed securities (“CMBS”) and electric utilities were offset by selection within banking and the other finance sector.

During the six-month period, the Fund underperformed the benchmark. The Fund’s shorter-than-benchmark duration detracted, as yields fell across the curve during the period. Yield-curve positioning detracted as well, as gains from an overweight to the short end of the curve were more than offset by negative returns from underweight positioning along the intermediate and long portions of the curve. Within security selection, gains from CMBS selections were outweighed by selection within banking and energy. Industry positioning was positive in the period, helped most by a lack of exposure to agency MBS and an overweight position in the banking sector.

 

2    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


The Fund utilized derivatives in the form of interest rate swaps for hedging and investment purposes and credit default swaps for investment purposes, which had an immaterial impact on absolute returns during both periods.

MARKET REVIEW AND INVESTMENT STRATEGY

Fixed-income markets generally performed well over the 12-month period ended April 30, 2019. Worries over a global trade war, geopolitical uncertainty and tighter monetary policy gave way to risk-on sentiment following a dovish pivot from the US Federal Reserve (the “Fed”), trade-talk progress and Chinese policy stimulus. Global high yield, investment-grade securities and developed-market treasuries performed in line, while emerging-market debt sectors had more mixed returns. Emerging-market hard-currency corporates and sovereigns were buoyed by the Fed pause and general risk appetite, while local-currency debt came under pressure from a stronger US dollar.

The Fed increased interest rates quarterly in 2018 and began to formally reduce its balance sheet, as widely expected, before surprising markets with a dovish pivot in 2019. Markets around the globe reacted positively to the Fed’s tightening pause. Although the European Central Bank (“ECB”) formally ended its bond-buying program, the bank also turned more dovish in 2019, pointing to a continent-wide slowdown in economic growth. ECB officials announced a new series of targeted longer-term refinancing operations and pushed out any rate hikes until at least 2020. Central banks in Canada and Australia grew more dovish as well, ruling out interest-rate hikes for the remainder of the year, while the Bank of Japan echoed the sentiment by adjusting forward guidance to indicate that interest rates would remain low until at least 2020.

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

INVESTMENT POLICIES

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

 

(continued on next page)

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    3


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

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

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

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

 

4    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

DISCLOSURES AND RISKS

 

Benchmark Disclosure

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

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

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

Interest-Rate Risk: Changes in interest rates will affect the value of investments in fixed-income securities. When interest rates rise, the value of existing investments in fixed-income securities tends to fall and this decrease in value may not be offset by higher income from new investments. Interest-rate risk is generally greater for fixed-income securities with longer maturities or durations.

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

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.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    5


 

DISCLOSURES AND RISKS (continued)

 

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

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

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

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

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

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

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

 

6    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

DISCLOSURES AND RISKS (continued)

 

An Important Note About Historical Performance

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

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

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    7


 

HISTORICAL PERFORMANCE

 

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

9/15/20101 TO 4/30/2019

 

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Taxable Multi-Sector Income Shares (from 9/15/20101 to 4/30/2019) as compared to the performance of the Fund’s benchmark.

 

1

Inception date: 9/15/2010.

 

8    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     NAV Returns  
1 Year      4.00%  
5 Years      1.70%  
Since Inception1      2.27%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2019 (unaudited)

 

     NAV Returns  
1 Year      3.75%  
5 Years      1.69%  
Since Inception1      2.25%  

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

 

1

Inception date: 9/15/2010.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    9


 

EXPENSE EXAMPLE

(unaudited)

 

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

    Beginning
Account Value
November 1, 2018
    Ending
Account Value
April 30, 2019
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,027.60     $     0       0.00

Hypothetical**

  $ 1,000     $ 1,024.79     $ 0       0.00

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2019 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $154.3

 

 

 

LOGO

 

1

All data are as of April 30, 2019. The Fund’s security type breakdown is expressed as a percentage of total investments and may vary over time. The Fund also enters into derivative transactions, which may be used for hedging or investment purposes (see “Portfolio of Investments” section of the report for additional details).

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    11


 

PORTFOLIO OF INVESTMENTS

April 30, 2019

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

CORPORATES – INVESTMENT GRADE – 72.5%

    

Industrial – 39.8%

    

Basic – 1.5%

    

Dow Chemical Co. (The)
4.25%, 11/15/20

   $ 627     $ 638,581  

Glencore Finance Canada Ltd.
4.95%, 11/15/21(a)

     505       525,382  

Glencore Funding LLC
3.00%, 10/27/22(a)

     225       222,943  

Packaging Corp. of America
2.45%, 12/15/20

     1,010       1,003,122  
    

 

 

 
       2,390,028  
    

 

 

 

Capital Goods – 5.2%

    

Boeing Co. (The)
2.70%, 5/01/22

     1,150       1,147,965  

Caterpillar Financial Services Corp.
2.95%, 2/26/22

     1,150       1,157,912  

General Dynamics Corp.
3.00%, 5/11/21

     1,000       1,008,970  

General Electric Co.
Series G
6.00%, 8/07/19

     470       473,863  

Ingersoll-Rand Global Holding Co., Ltd.
2.90%, 2/21/21

     1,015       1,016,654  

John Deere Capital Corp.
1.25%, 10/09/19

     435       432,316  

1.95%, 6/22/20

     100       99,268  

Northrop Grumman Corp.
2.08%, 10/15/20

     1,000       991,430  

Rockwell Collins, Inc.
1.95%, 7/15/19

     830       828,622  

United Technologies Corp.
1.50%, 11/01/19

     525       521,677  

4.50%, 4/15/20

     300       304,854  
    

 

 

 
       7,983,531  
    

 

 

 

Communications - Media – 0.8%

    

Comcast Corp.
5.15%, 3/01/20

     78       79,527  

Omnicom Group, Inc./Omnicom Capital Inc.
3.625%, 5/01/22

     1,000       1,019,790  

Time Warner Cable LLC
4.00%, 9/01/21

     5       5,087  

Walt Disney Co. (The)
4.50%, 2/15/21(a)

     105       108,454  
    

 

 

 
       1,212,858  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Communications - Telecommunications – 0.8%

    

AT&T, Inc.
3.777% (LIBOR 3 Month + 1.18%), 6/12/24(b)

   $ 610     $ 612,593  

Deutsche Telekom International Finance BV
1.50%, 9/19/19(a)

     560       556,836  

Telefonica Emisiones SA
5.462%, 2/16/21

     45       46,984  
    

 

 

 
       1,216,413  
    

 

 

 

Consumer Cyclical - Automotive – 4.2%

    

BMW US Capital LLC
3.40%, 8/13/21(a)

     1,065       1,081,241  

Daimler Finance North America LLC
2.45%, 5/18/20(a)

     1,000       995,480  

Ford Motor Credit Co. LLC
2.425%, 6/12/20

     400       396,340  

3.219%, 1/09/22

     200       197,328  

3.336%, 3/18/21

     325       323,791  

5.875%, 8/02/21

     210       219,803  

General Motors Co.
3.539% (LIBOR 3 Month + 0.80%),
8/07/20(b)

     125       124,835  

General Motors Financial Co., Inc.
2.40%, 5/09/19

     315       314,965  

2.45%, 11/06/20

     220       217,980  

3.15%, 1/15/20

     100       100,087  

Harley-Davidson Financial Services, Inc.
3.55%, 5/21/21(a)

     1,025       1,033,446  

Nissan Motor Acceptance Corp.
1.55%, 9/13/19(a)

     560       557,077  

2.15%, 9/28/20(a)

     455       448,794  

Toyota Motor Credit Corp.
Series G
2.20%, 1/10/20

     500       498,785  
    

 

 

 
       6,509,952  
    

 

 

 

Consumer Cyclical - Other – 1.4%

    

DR Horton, Inc.
2.55%, 12/01/20

     1,000       994,580  

Marriott International, Inc./MD
Series Y
3.226% (LIBOR 3 Month + 0.60%),
12/01/20(b)

     1,110       1,113,019  
    

 

 

 
       2,107,599  
    

 

 

 

Consumer Cyclical - Restaurants – 0.3%

    

Starbucks Corp.
2.20%, 11/22/20

     477       473,699  
    

 

 

 

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    13


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Consumer Cyclical - Retailers – 1.4%

    

Home Depot, Inc. (The)
3.25%, 3/01/22

   $ 1,115     $ 1,135,683  

Walmart, Inc.
3.125%, 6/23/21

     1,015       1,027,566  
    

 

 

 
       2,163,249  
    

 

 

 

Consumer Non-Cyclical – 12.7%

    

AbbVie, Inc.
2.50%, 5/14/20

     17       16,946  

3.375%, 11/14/21

     1,000       1,011,220  

Allergan Funding SCS
3.00%, 3/12/20

     610       610,098  

Altria Group, Inc.
2.625%, 1/14/20

     120       119,753  

4.75%, 5/05/21

     1,000       1,037,380  

Anheuser-Busch InBev Finance, Inc.
2.65%, 2/01/21

     283       282,533  

Archer-Daniels-Midland Co.
3.375%, 3/15/22

     1,110       1,131,001  

Baxalta, Inc.
3.60%, 6/23/22

     23       23,167  

Becton Dickinson and Co.
2.133%, 6/06/19

     100       99,917  

2.675%, 12/15/19

     783       781,708  

Biogen, Inc.
3.625%, 9/15/22

     54       55,172  

Celgene Corp.
2.25%, 8/15/21

     700       690,424  

2.875%, 2/19/21

     480       478,896  

Cigna Corp.
3.40%, 9/17/21(a)

     1,015       1,025,627  

Conagra Brands, Inc.
3.092% (LIBOR 3 Month + 0.50%),
10/09/20(b)

     1,000       996,480  

Constellation Brands, Inc.
2.00%, 11/07/19

     1,055       1,049,883  

CVS Health Corp.
2.125%, 6/01/21

     400       393,564  

3.35%, 3/09/21

     753       758,429  

Gilead Sciences, Inc.
2.55%, 9/01/20

     1,000       998,620  

Kellogg Co.
3.25%, 5/14/21

     1,000       1,009,770  

Kraft Heinz Foods Co.
2.80%, 7/02/20

     95       94,864  

 

14    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Kroger Co. (The)
6.15%, 1/15/20

   $ 150     $ 153,414  

Laboratory Corp. of America Holdings
2.625%, 2/01/20

     430       429,131  

Medtronic, Inc.
3.15%, 3/15/22

     100       101,453  

Molson Coors Brewing Co.
1.45%, 7/15/19

     456       454,760  

2.25%, 3/15/20

     375       373,114  

Mylan NV
2.50%, 6/07/19

     366       365,788  

PepsiCo, Inc.
2.00%, 4/15/21

     1,000       990,810  

Philip Morris International, Inc.
1.875%, 11/01/19

     1,055       1,050,653  

Reynolds American, Inc.
4.00%, 6/12/22

     100       102,309  

6.875%, 5/01/20

     1,000       1,037,150  

Tyson Foods, Inc.
2.25%, 8/23/21

     210       207,134  

2.65%, 8/15/19

     158       157,883  

3.165% (LIBOR 3 Month + 0.55%),
6/02/20(b)

     475       475,494  

4.50%, 6/15/22

     30       31,321  

Zimmer Biomet Holdings, Inc.
3.375% (LIBOR 3 Month + 0.75%),
3/19/21(b)

     1,055       1,051,687  
    

 

 

 
       19,647,553  
    

 

 

 

Energy – 5.3%

    

BP Capital Markets PLC
1.676%, 5/03/19

     565       565,000  

1.768%, 9/19/19

     350       348,782  

Devon Energy Corp.
4.00%, 7/15/21

     1,100       1,122,561  

Energy Transfer Operating LP
4.65%, 6/01/21

     10       10,300  

Enterprise Products Operating LLC
2.85%, 4/15/21

     410       410,111  

5.20%, 9/01/20

     55       56,770  

Kinder Morgan Energy Partners LP
3.95%, 9/01/22

     99       101,880  

4.15%, 3/01/22

     37       38,212  

5.30%, 9/15/20

     5       5,158  

Kinder Morgan, Inc./DE
3.05%, 12/01/19

     435       435,287  

Marathon Petroleum Corp.
5.125%, 3/01/21

     48       49,845  

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

ONEOK, Inc.
4.25%, 2/01/22

   $ 1,092     $ 1,122,314  

Phillips 66
4.30%, 4/01/22

     90       93,794  

Schlumberger Finance Canada Ltd.
2.20%, 11/20/20(a)

     1,000       991,850  

Schlumberger Holdings Corp.
3.90%, 5/17/28(a)

     85       85,000  

Shell International Finance BV
1.375%, 9/12/19

     560       557,536  

TransCanada PipeLines Ltd.
9.875%, 1/01/21

     1,000       1,110,230  

Williams Cos., Inc. (The)
4.125%, 11/15/20

     1,119       1,136,222  
    

 

 

 
       8,240,852  
    

 

 

 

Services – 0.5%

    

eBay, Inc.
2.15%, 6/05/20

     830       824,796  
    

 

 

 

Technology – 3.9%

    

Analog Devices, Inc.
2.875%, 6/01/23

     325       322,556  

2.95%, 1/12/21

     1,055       1,057,648  

Baidu, Inc.
2.875%, 7/06/22

     375       370,326  

Broadcom, Inc.
3.125%, 10/15/22(a)

     1,165       1,158,732  

Hewlett Packard Enterprise Co.
2.10%, 10/04/19(a)

     605       602,852  

3.60%, 10/15/20

     75       75,731  

IBM Credit LLC
3.60%, 11/30/21

     1,105       1,128,293  

Lam Research Corp.
2.80%, 6/15/21

     483       483,401  

VMware, Inc.
2.30%, 8/21/20

     800       794,560  
    

 

 

 
       5,994,099  
    

 

 

 

Transportation - Railroads – 0.7%

    

Union Pacific Corp.
3.20%, 6/08/21

     1,040       1,051,586  
    

 

 

 

Transportation - Services – 1.1%

    

Ryder System, Inc.
3.45%, 11/15/21

     500       505,980  

3.50%, 6/01/21

     100       101,247  

 

16    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

United Parcel Service, Inc.
2.05%, 4/01/21

   $ 1,050     $ 1,039,951  
    

 

 

 
       1,647,178  
    

 

 

 
       61,463,393  
    

 

 

 

Financial Institutions – 28.4%

    

Banking – 22.7%

    

ABN AMRO Bank NV
1.80%, 9/20/19(a)

     495       493,218  

American Express Co.
2.20%, 10/30/20

     200       198,504  

American Express Credit Corp.
2.375%, 5/26/20

     1,500       1,494,855  

Bank of America Corp.
3.124%, 1/20/23

     135       135,394  

3.252% (LIBOR 3 Month + 0.65%),
6/25/22(b)

     785       787,057  

5.00%, 5/13/21

     30       31,327  

5.875%, 1/05/21

     40       42,012  

Series G
2.369%, 7/21/21

     500       496,905  

Bank of Nova Scotia (The)
4.375%, 1/13/21

     1,000       1,028,000  

BB&T Corp.
2.15%, 2/01/21

     200       198,128  

3.20%, 9/03/21

     830       838,947  

BNP Paribas SA
2.375%, 5/21/20

     1,000       996,880  

BPCE SA
2.65%, 2/03/21

     1,000       998,400  

Canadian Imperial Bank of Commerce
2.10%, 10/05/20

     1,000       992,720  

Capital One Financial Corp.
2.40%, 10/30/20

     220       218,887  

2.50%, 5/12/20

     230       229,239  

4.75%, 7/15/21

     20       20,829  

Capital One NA
1.85%, 9/13/19

     425       423,517  

Citibank NA
2.125%, 10/20/20

     300       297,501  

3.40%, 7/23/21

     1,115       1,129,127  

Commonwealth Bank of Australia
2.25%, 3/10/20(a)

     1,000       996,360  

Danske Bank A/S
2.80%, 3/10/21(a)

     1,070       1,057,684  

Discover Bank
3.10%, 6/04/20

     255       255,599  

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Fifth Third Bancorp
3.50%, 3/15/22

   $ 53     $ 54,023  

Fifth Third Bank/Cincinnati OH
2.20%, 10/30/20

     1,750       1,737,067  

Goldman Sachs Group, Inc. (The)
2.35%, 11/15/21

     48       47,381  

2.60%, 4/23/20

     200       199,514  

3.00%, 4/26/22

     1,050       1,050,598  

5.75%, 1/24/22

     195       209,149  

Series D
6.00%, 6/15/20

     40       41,365  

HSBC Bank USA NA
4.875%, 8/24/20

     1,000       1,026,240  

HSBC Holdings PLC
4.00%, 3/30/22

     150       154,578  

5.10%, 4/05/21

     65       67,703  

JPMorgan Chase & Co.
2.20%, 10/22/19

     250       249,490  

2.40%, 6/07/21

     225       223,571  

2.776%, 4/25/23

     1,175       1,168,279  

4.40%, 7/22/20

     365       372,388  

4.50%, 1/24/22

     95       99,205  

KeyBank NA/Cleveland OH
3.35%, 6/15/21

     1,020       1,034,188  

Lloyds Banking Group PLC
3.10%, 7/06/21

     585       586,059  

Manufacturers & Traders Trust Co.
2.05%, 8/17/20

     355       352,316  

Mitsubishi UFJ Financial Group, Inc.
2.95%, 3/01/21

     215       215,639  

3.535%, 7/26/21

     850       862,792  

Mizuho Financial Group, Inc.
2.632%, 4/12/21(a)

     220       218,990  

Morgan Stanley
5.625%, 9/23/19

     350       353,773  

Series G
5.50%, 7/28/21

     102       107,660  

Nationwide Building Society
3.622%, 4/26/23(a)

     200       201,254  

PNC Bank NA
2.30%, 6/01/20

     250       249,075  

2.45%, 11/05/20

     250       249,143  

PNC Financial Services Group, Inc. (The)
5.125%, 2/08/20

     30       30,538  

Regions Bank/Birmingham AL
3.374%, 8/13/21

     1,165       1,171,326  

 

18    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Royal Bank of Canada
Series G
2.80%, 4/29/22

   $ 1,115     $ 1,116,115  

Santander UK PLC
3.40%, 6/01/21

     1,025       1,034,389  

SunTrust Bank/Atlanta GA
3.525%, 10/26/21

     1,125       1,135,969  

Synchrony Bank
3.65%, 5/24/21

     1,025       1,036,634  

Toronto-Dominion Bank (The)
3.25%, 6/11/21

     1,040       1,052,636  

US Bank NA/Cincinnati OH
2.05%, 10/23/20

     440       436,568  

3.15%, 4/26/21

     550       555,434  

Wells Fargo Bank NA
2.60%, 1/15/21

     325       324,357  

3.325%, 7/23/21

     1,185       1,192,157  

Westpac Banking Corp.
2.15%, 3/06/20

     388       386,343  

Zions Bancorp NA
3.50%, 8/27/21

     1,055       1,066,964  
    

 

 

 
       35,031,960  
    

 

 

 

Finance – 1.4%

    

AIG Global Funding
2.15%, 7/02/20(a)

     560       556,119  

3.35%, 6/25/21(a)

     600       605,184  

Air Lease Corp.
2.50%, 3/01/21

     1,015       1,008,606  
    

 

 

 
       2,169,909  
    

 

 

 

Insurance – 2.8%

    

Anthem, Inc.
2.50%, 11/21/20

     1,070       1,066,127  

Hartford Financial Services Group, Inc. (The)
5.50%, 3/30/20

     3       3,071  

Metropolitan Life Global Funding I
2.05%, 6/12/20(a)

     520       516,339  

New York Life Global Funding
1.95%, 9/28/20(a)

     1,000       991,840  

Pricoa Global Funding I
1.45%, 9/13/19(a)

     560       557,480  

Prudential Financial, Inc.
4.50%, 11/15/20

     85       87,286  

UnitedHealth Group, Inc.
1.95%, 10/15/20

     465       460,666  

3.15%, 6/15/21

     555       560,861  
    

 

 

 
       4,243,670  
    

 

 

 

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Other Finance – 0.8%

    

Enterprise Community Loan Fund, Inc.
Series 2018
3.685%, 11/01/23

   $ 1,180     $ 1,212,828  
    

 

 

 

REITS – 0.7%

    

American Tower Corp.
2.80%, 6/01/20

     440       439,890  

Healthcare Trust of America Holdings LP
2.95%, 7/01/22

     110       108,916  

Simon Property Group LP
2.50%, 9/01/20

     560       559,132  
    

 

 

 
       1,107,938  
    

 

 

 
       43,766,305  
    

 

 

 

Utility – 4.3%

    

Electric – 4.3%

    

American Electric Power Co., Inc.
2.15%, 11/13/20

     1,050       1,040,466  

Berkshire Hathaway Energy Co.
2.375%, 1/15/21

     650       648,024  

Dominion Energy, Inc.
Series B
1.60%, 8/15/19

     565       562,932  

Duke Energy Florida LLC
2.10%, 12/15/19

     375       373,991  

Edison International
2.125%, 4/15/20

     555       547,496  

Entergy Corp.
4.00%, 7/15/22

     78       80,360  

Exelon Corp.
2.45%, 4/15/21

     548       541,128  

2.85%, 6/15/20

     145       145,044  

Exelon Generation Co. LLC
2.95%, 1/15/20

     604       604,042  

National Rural Utilities Cooperative Finance Corp.
2.90%, 3/15/21

     453       455,646  

NextEra Energy Capital Holdings, Inc.
2.80%, 1/15/23

     600       596,562  

Pinnacle West Capital Corp.
2.25%, 11/30/20

     1,000       989,360  

TECO Finance, Inc.
5.15%, 3/15/20

     10       10,191  
    

 

 

 
       6,595,242  
    

 

 

 

Total Corporates – Investment Grade
(cost $111,508,069)

       111,824,940  
    

 

 

 

 

20    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

ASSET-BACKED SECURITIES – 10.1%

    

Autos - Fixed Rate – 5.1%

    

Ally Auto Receivables Trust
Series 2016-2, Class A4
1.60%, 1/15/21

   $ 831     $ 828,269  

AmeriCredit Automobile Receivables Trust
Series 2017-3, Class A2A
1.69%, 12/18/20

     72       71,638  

CarMax Auto Owner Trust
Series 2017-4, Class A3
2.11%, 10/17/22

     1,350       1,339,201  

Exeter Automobile Receivables Trust
Series 2017-2A, Class A
2.11%, 6/15/21(a)

     1       601  

Ford Credit Auto Owner Trust
Series 2014-2, Class A
2.31%, 4/15/26(a)

     268       267,353  

Ford Credit Floorplan Master Owner Trust
Series 2015-2, Class A1
1.98%, 1/15/22

     94       93,482  

Series 2017-1, Class A1
2.07%, 5/15/22

     175       173,878  

Series 2017-2, Class A1
2.16%, 9/15/22

     1,000       992,524  

GM Financial Automobile Leasing Trust
Series 2017-3, Class A3
2.01%, 11/20/20

     1,000       997,854  

GM Financial Consumer Automobile Receivables Trust
Series 2017-3A, Class A3
1.97%, 5/16/22(a)

     1,350       1,342,722  

GMF Floorplan Owner Revolving Trust
Series 2016-1, Class A1
1.96%, 5/17/21(a)

     100       99,972  

Honda Auto Receivables Owner Trust
Series 2017-3, Class A4
1.98%, 11/20/23

     400       395,300  

Nissan Auto Lease Trust
Series 2017-B, Class A2A
1.83%, 12/16/19

     332       331,439  

USAA Auto Owner Trust
Series 2017-1, Class A4
1.88%, 9/15/22

     1,000       991,483  
    

 

 

 
       7,925,716  
    

 

 

 

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    21


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Credit Cards - Fixed Rate – 2.6%

    

Cabela’s Credit Card Master Note Trust
Series 2013-1A, Class A
2.71%, 2/17/26(a)

   $ 120     $ 120,218  

Chase Issuance Trust
Series 2014-A2, Class A2
2.77%, 3/15/23

     105       105,411  

World Financial Network Credit Card Master Trust
Series 2017-B, Class A
1.98%, 6/15/23

     1,000       997,857  

Series 2017-C, Class A
2.31%, 8/15/24

     1,400       1,392,688  

Series 2018-B, Class A
3.46%, 7/15/25

     1,350       1,372,636  
    

 

 

 
       3,988,810  
    

 

 

 

Other ABS - Fixed Rate – 2.4%

    

SBA Tower Trust
Series 2015-1A, Class C
3.156%, 10/08/20(a)(c)

     67       67,138  

SoFi Consumer Loan Program LLC
Series 2016-3, Class A
3.05%, 12/26/25(a)(c)

     59       58,700  

Series 2017-2, Class A
3.28%, 2/25/26(a)(c)

     311       311,708  

Series 2017-5, Class A2
2.78%, 9/25/26(a)(c)

     1,000       996,565  

SoFi Consumer Loan Program Trust
Series 2018-3, Class A2
3.67%, 8/25/27(a)(c)

     1,000       1,007,463  

Verizon Owner Trust
Series 2017-3A, Class A1A
2.06%, 4/20/22(a)(c)

     1,260       1,253,233  
    

 

 

 
       3,694,807  
    

 

 

 

Total Asset-Backed Securities
(cost $15,646,743)

       15,609,333  
    

 

 

 
    

GOVERNMENTS – TREASURIES – 7.4%

    

United States – 7.4%

    

U.S. Treasury Notes
2.25%, 4/15/22

     6,000       6,000,938  

2.50%, 2/15/22

     5,350       5,387,617  
    

 

 

 

Total Governments – Treasuries
(cost $11,352,603)

       11,388,555  
    

 

 

 
    

 

22    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

COMMERCIAL MORTGAGE-BACKED SECURITIES – 3.8%

    

Non-Agency Floating Rate CMBS – 2.2%

    

BAMLL Commercial Mortgage Securities Trust
Series 2017-SCH, Class AF
3.473% (LIBOR 1 Month + 1.00%),
11/15/33(a)(b)(c)

   $ 1,000     $ 1,000,090  

DBWF Mortgage Trust
Series 2018-GLKS, Class A
3.517% (LIBOR 1 Month + 1.03%),
11/19/35(a)(b)

     1,000       1,000,641  

Invitation Homes Trust
Series 2018-SFR4, Class A
3.574% (LIBOR 1 Month + 1.10%),
1/17/38(a)(b)

     352       353,975  

Starwood Retail Property Trust
Series 2014-STAR, Class A
3.693% (LIBOR 1 Month + 1.22%),
11/15/27(a)(b)

     989       986,330  

Waldorf Astoria Boca Raton Trust
Series 2016-BOCA, Class A
3.823% (LIBOR 1 Month + 1.35%),
6/15/29(a)(b)

     128       127,998  
    

 

 

 
       3,469,034  
    

 

 

 

Non-Agency Fixed Rate CMBS – 1.5%

    

Citigroup Commercial Mortgage Trust
Series 2015-GC29, Class A2
2.674%, 4/10/48

     932       930,349  

GS Mortgage Securities Trust
Series 2013-G1, Class A1
2.059%, 4/10/31(a)

     462       454,044  

JP Morgan Chase Commercial Mortgage Securities Trust
Series 2012-LC9, Class AS
3.353%, 12/15/47(a)

     750       757,422  

LSTAR Commercial Mortgage Trust
Series 2016-4, Class A2
2.579%, 3/10/49(a)

     100       98,422  
    

 

 

 
       2,240,237  
    

 

 

 

Agency CMBS – 0.1%

    

Federal Home Loan Mortgage Corp. Multifamily Structured Pass Through Certificates
Series K021, Class A1
1.603%, 1/25/22

     77       75,787  

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    23


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series K025, Class A1
1.875%, 4/25/22

   $ 98     $ 97,306  
    

 

 

 
       173,093  
    

 

 

 

Total Commercial Mortgage-Backed Securities
(cost $5,877,877)

       5,882,364  
    

 

 

 
    

COLLATERALIZED MORTGAGE OBLIGATIONS – 2.4%

    

Risk Share Floating Rate – 2.1%

    

Bellemeade Re Ltd.
Series 2018-2A, Class M1B
3.827% (LIBOR 1 Month + 1.35%), 8/25/28(a)(b)

     800       798,220  

Federal National Mortgage Association Connecticut Avenue Securities
Series 2014-C01, Class M2
6.877% (LIBOR 1 Month + 4.40%), 1/25/24(b)

     750       836,154  

Series 2016-C01, Class 1M2
9.227% (LIBOR 1 Month + 6.75%), 8/25/28(b)

     544       629,889  

Series 2016-C02, Class 1M2
8.477% (LIBOR 1 Month + 6.00%), 9/25/28(b)

     735       835,441  

Series 2016-C03, Class 1M1
4.477% (LIBOR 1 Month + 2.00%), 10/25/28(b)

     190       191,172  
    

 

 

 
       3,290,876  
    

 

 

 

Agency Fixed Rate – 0.3%

    

Federal Home Loan Mortgage Corp. REMICs
Series 4029, Class LD
1.75%, 1/15/27

     317       307,476  

Series 4459, Class CA
5.00%, 12/15/34

     73       77,279  
    

 

 

 
       384,755  
    

 

 

 

Total Collateralized Mortgage Obligations
(cost $3,706,624)

       3,675,631  
    

 

 

 
    

LOCAL GOVERNMENTS – US MUNICIPAL BONDS – 2.3%

    

United States – 2.3%

    

Chicago Housing Authority
Series 2018B
3.324%, 1/01/22

     1,000       1,016,290  

 

24    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

County of Tulare CA
Series 2018
2.691%, 6/01/19

   $ 500     $ 499,985  

Regional Transportation Authority
Series 2018A
3.013%, 5/29/20

     1,000       1,003,310  

State of Connecticut
Series 2018A
3.75%, 9/15/20

     1,100       1,116,203  
    

 

 

 

Total Local Governments – US Municipal Bonds
(cost $3,608,760)

       3,635,788  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 1.8%

    

Investment Companies – 1.8%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB,
2.37%(d)(e)(f)
(cost $2,711,380)

     2,711,380       2,711,380  
    

 

 

 

Total Investments – 100.3%
(cost $154,412,056)

       154,727,991  

Other assets less liabilities – (0.3)%

       (428,172
    

 

 

 

Net Assets – 100.0%

     $ 154,299,819  
    

 

 

 

CENTRALLY CLEARED INTEREST RATE SWAPS (see Note C)

 

                Rate Type                      

Notional
Amount

(000)

    Termination
Date
    Payments
made
by the
Fund
  Payments
received
by the
Fund
  Payment
Frequency
Paid/
Received
  Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 
USD      14,000       3/15/20     3 Month
LIBOR
  2.588%   Quarterly/Semi-Annual   $ 3,011     $  —     $ 3,011  
USD     6,270       6/15/20     3 Month
LIBOR
  2.820%   Quarterly/Semi-Annual     65,433             65,433  
USD     11,250       12/06/20     3 Month
LIBOR
  2.985%   Quarterly/Semi-Annual     185,911             185,911  
USD     15,000       4/18/21     3 Month
LIBOR
  2.511%   Quarterly/Semi-Annual     35,180             35,180  
           

 

 

   

 

 

   

 

 

 
            $   289,535     $   —     $   289,535  
           

 

 

   

 

 

   

 

 

 

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    25


 

PORTFOLIO OF INVESTMENTS (continued)

 

CREDIT DEFAULT SWAPS (see Note C)

 

Swap
Counterparty &
Referenced
Obligation
  Fixed
Rate
(Pay)
Receive
    Payment
Frequency
    Implied
Credit
Spread at
April 30,
2019
    Notional
Amount
(000)
    Market
Value
    Upfront
Premiums
Paid
(Received)
    Unrealized
Appreciation/
(Depreciation)
 

Buy Contracts

               

JP Morgan Securities, LLC

               

CDX-CMBX.NA.BBB-
Series 9,
9/17/58*

    (3.00 )%      Monthly       3.65     USD        1,560     $ 52,702     $ 142,070     $  (89,368

Sale Contracts

               

Citigroup Global Markets, Inc.

               

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       59       (6,401     (8,208     1,807  

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       32       (3,471     (3,242     (229

Credit Suisse International

               

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       18       (1,952     (1,840     (112

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       335       (36,342     (33,414     (2,928

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       224       (24,282     (22,932     (1,350

Goldman Sachs International

               

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       291       (31,569     (28,173     (3,396

JP Morgan Securities, LLC

               

CDX-CMBX.NA.BBB-
Series 6,
5/11/63*

    3.00       Monthly       6.88       USD       1,716       (186,157     (265,068     78,911  
           

 

 

   

 

 

   

 

 

 
            $   (237,472   $   (220,807   $   (16,665
           

 

 

   

 

 

   

 

 

 

 

*

Termination date

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $26,690,997 or 17.3% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019.

 

(c)

Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(d)

Affiliated investments.

 

(e)To

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

 

(f)

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

 

26    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

PORTFOLIO OF INVESTMENTS (continued)

 

Glossary:

ABS – Asset-Backed Securities

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

CMBS – Commercial Mortgage-Backed Securities

LIBOR – London Interbank Offered Rates

REIT – Real Estate Investment Trust

REMICs – Real Estate Mortgage Investment Conduits

See notes to financial statements.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    27


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2019

 

Assets

 

Investments in securities, at value

  

Unaffiliated issuers (cost $151,700,676)

   $ 152,016,611  

Affiliated issuers (cost $2,711,380)

     2,711,380  

Cash

     2,444  

Cash collateral due from broker

     186,977  

Interest receivable

     997,261  

Receivable for shares of beneficial interest sold

     209,775  

Market value on credit default swaps (net premiums paid $142,070)

     52,702  

Affiliated dividends receivable

     6,157  

Receivable due from Adviser

     490  
  

 

 

 

Total assets

     156,183,797  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     1,147,965  

Dividends payable

     363,377  

Market value on credit default swaps (net premiums received $362,877)

     290,174  

Payable for shares of beneficial interest redeemed

     46,993  

Payable for variation margin on centrally cleared swaps

     35,469  
  

 

 

 

Total liabilities

     1,883,978  
  

 

 

 

Net Assets

   $ 154,299,819  
  

 

 

 
Composition of Net Assets

 

Shares of beneficial interest, at par

   $ 157  

Additional paid-in capital

     155,049,267  

Accumulated loss

     (749,605
  

 

 

 
   $     154,299,819  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 15,708,482 common shares outstanding)

   $ 9.82  
  

 

 

 

See notes to financial statements.

 

28    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

STATEMENT OF OPERATIONS

Year Ended April 30, 2019

 

Investment Income      

Interest

   $     3,795,251     

Dividends—Affiliated issuers

     53,335     

Other income(a)

     4,232     
  

 

 

    

Total investment income

      $ 3,852,818  
     

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions      

Net realized gain (loss) on:

     

Investment transactions

        (140,980

Swaps

        69,744  

Net change in unrealized appreciation/depreciation of:

     

Investments

        1,925,175  

Swaps

        225,197  
     

 

 

 

Net gain on investment transactions

        2,079,136  
     

 

 

 

Net Increase in Net Assets from Operations

      $     5,931,954  
     

 

 

 

 

(a)

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

See notes to financial statements.

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    29


 

STATEMENT OF CHANGES IN NET ASSETS

 

     Year Ended
April 30,
2019
    Year Ended
April 30,
2018
 
Increase (Decrease) in Net Assets from Operations     

Net investment income

   $ 3,852,818     $ 2,399,094  

Net realized loss on investment transactions

     (71,236     (455,853

Net change in unrealized appreciation/depreciation of investments

     2,150,372       (1,648,717
  

 

 

   

 

 

 

Net increase in net assets from operations

     5,931,954       294,524  

Distribution to Shareholders

     (3,965,321     (2,437,423
Transactions in Shares of Beneficial Interest     

Net increase

     22,704,832       57,443,846  
  

 

 

   

 

 

 

Total increase

     24,671,465       55,300,947  
Net Assets     

Beginning of period

     129,628,354       74,327,407  
  

 

 

   

 

 

 

End of period

   $     154,299,819     $     129,628,354  
  

 

 

   

 

 

 

See notes to financial statements.

 

30    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS

April 30, 2019

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) was organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Taxable Multi-Sector Income Shares (the “Fund”).

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

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees (the “Board”).

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

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    31


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such 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.

 

32    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

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

Valuations of mortgage-backed or other asset-backed securities, by pricing vendors, are based on both proprietary and industry recognized models and discounted cash flow techniques. Significant inputs to the valuation of these instruments are value of the collateral, the rates and timing of delinquencies, the rates and timing of prepayments, and default and loss expectations, which are driven in part by housing prices for residential mortgages. Significant inputs are determined based on relative value analyses, which incorporate comparisons to instruments with similar

 

abfunds.com   AB TAXABLE MULTI-SECTOR INCOME SHARES    |    33


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

collateral and risk profiles, including relevant indices. Mortgage and asset-backed securities for which management has collected current observable data through pricing services are generally categorized within Level 2. Those investments for which current observable data has not been provided are classified as Level 3.

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

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2019:

 

Investments in
Securities:

  Level 1     Level 2     Level 3     Total  

Assets:

       

Corporates – Investment Grade

  $ – 0  –    $ 111,824,940     $ – 0  –    $ 111,824,940  

Asset-Backed Securities

    – 0  –      11,914,526       3,694,807       15,609,333  

Governments – Treasuries

    – 0  –      11,388,555       – 0  –      11,388,555  

Commercial Mortgage-Backed Securities

    – 0  –      4,882,274       1,000,090       5,882,364  

Collateralized Mortgage Obligations

    – 0  –      3,675,631       – 0  –      3,675,631  

Local Governments – US Municipal Bonds

    – 0  –      3,635,788       – 0  –      3,635,788  

Short-Term Investments

    2,711,380       – 0  –      – 0  –      2,711,380  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

    2,711,380       147,321,714       4,694,897       154,727,991  

Other Financial Instruments(a):

       

Assets:

       

Centrally Cleared Interest Rate Swaps

    – 0  –      289,535       – 0  –      289,535 (b) 

Credit Default Swaps

    – 0  –      52,702       – 0  –      52,702  

Liabilities:

       

Credit Default Swaps

    – 0  –      (290,174     – 0  –      (290,174
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $   2,711,380     $   147,373,777     $   4,694,897     $   154,780,054  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

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

 

(b)

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

 

34    |    AB TAXABLE MULTI-SECTOR INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.    

 

      Asset-
Backed
Securities
    Commercial
Mortgage-
Backed
Securities
    Total  

Balance as of 4/30/18

   $ 2,972,277     $ 1,003,944     $ 3,976,221  

Accrued discounts/(premiums)

     136       – 0  –      136  

Realized gain (loss)

     356       – 0  –      356  

Change in unrealized appreciation/depreciation

     36,557       (3,854     32,703  

Purchases

     999,899       – 0  –      999,899  

Sales/Paydowns

     (314,418     – 0  –      (314,418

Transfers in to Level 3

     – 0  –      – 0  –      – 0  – 

Transfers out of Level 3

     – 0  –      – 0  –      – 0  – 
  

 

 

   

 

 

   

 

 

 

Balance as of 4/30/19

   $     3,694,807     $     1,000,090     $     4,694,897  
  

 

 

   

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/19(a)

   $ 36,557     $ (3,854   $ 32,703  
  

 

 

   

 

 

   

 

 

 

 

(a)

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

As of April 30, 2019, all Level 3 securities were priced by third party vendors.

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. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

5. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the Advisory Agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The Advisory Agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to (1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the October 11, 2018 meeting, shareholders approved the new and future investment advisory agreements.

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

AllianceBernstein Investor Services, Inc. (“ABIS”), a wholly-owned subsidiary of the Adviser, acts as the Fund’s registrar, transfer agent and dividend-disbursing agent. ABIS registers the transfer, issuance and

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

redemption of Fund shares and disburses dividends and other distributions to Fund shareholders. The Fund does not pay a fee for this service.

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse its advisory fee from the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2019, such reimbursement amounted to $3,032.

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2019 is as follows:

 

Fund

  Market Value
4/30/18
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/19
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     748     $     81,730     $     79,767     $     2,711     $     53  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:

 

     Purchases      Sales  

Investment securities (excluding U.S. government securities)

   $     50,352,142      $     34,128,375  

U.S. government securities

     44,005,194        30,335,403  

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

 

Cost

   $     154,412,056  
  

 

 

 

Gross unrealized appreciation

   $ 1,104,040  

Gross unrealized depreciation

     (630,711
  

 

 

 

Net unrealized appreciation

   $ 473,329  
  

 

 

 

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

1. Derivative Financial Instruments

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

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

 

   

Swaps

The Fund may enter into swaps to hedge its exposure to interest rates, credit risk or currencies. The Fund may also enter into swaps for non-hedging purposes as a means of gaining market exposures, making direct investments in foreign currencies, as described below under “Currency Transactions.” A swap is an agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified amount of an underlying asset. The payment flows are usually netted against each other, with the difference being paid by one party to the other. In addition, collateral may be pledged or received by the Fund in accordance with the terms of the respective swaps to provide value and recourse to the Fund or its counterparties in the event of default, bankruptcy or insolvency by one of the parties to the swap.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

gain/(loss) from swaps on the statement of operations. Fluctuations in the value of swaps are recorded as a component of net change in unrealized appreciation/depreciation of swaps on the statement of operations.

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

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

Interest Rate Swaps:

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

In addition, the Fund may also enter into interest rate swap transactions to preserve a return or spread on a particular investment or portion of its portfolio, or protecting against an increase in the price

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

of securities the Fund anticipates purchasing at a later date. Interest rate swaps involve the exchange by a Fund with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments) computed based on a contractually-based principal (or “notional”) amount. Interest rate swaps are entered into on a net basis (i.e., the two payment streams are netted out, with the Fund receiving or paying, as the case may be, only the net amount of the two payments).

During the year ended April 30, 2019, the Fund held interest rate swaps for hedging and non-hedging purposes.

Credit Default Swaps:

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

In certain circumstances Maximum Payout Amounts may be partially offset by recovery values of the respective referenced obligations, upfront premium received upon entering into the agreement, or net amounts received from settlement of buy protection credit default swaps entered into by the Fund for the same referenced obligations with the same counterparty. As of April 30, 2019, the Fund did not have Buy Contracts outstanding with respect to the same referenced obligations and same counterparty for its Sale Contracts outstanding.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

previously received, may be less than the Maximum Payout Amount it pays to the buyer, resulting in a net loss to the Fund.

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

During the year ended April 30, 2019, the Fund held credit default swaps for non-hedging purposes.

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

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

During the year ended April 30, 2019, the Fund had entered into the following derivatives:

 

    

Asset Derivatives

   

Liability Derivatives

 

Derivative Type

 

Statement of
Assets and
Liabilities
Location

   Fair Value    

Statement of
Assets and
Liabilities
Location

   Fair Value  

Interest rate contracts

 

Receivable/Payable for variation margin on centrally cleared swaps

       
$

289,535

    

Credit contracts

  Market value on credit default swaps      52,702     Market value on credit default swaps    $ 290,174  
    

 

 

      

 

 

 

Total

     $   342,237        $   290,174  
    

 

 

      

 

 

 

 

*

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

 

Derivative Type

 

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

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

Interest rate contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps   $ (81,417   $ 314,839  

Credit contracts

  Net realized gain (loss) on swaps; Net change in unrealized appreciation/depreciation of swaps       151,161       (89,642
   

 

 

   

 

 

 

Total

    $   69,744     $   225,197  
   

 

 

   

 

 

 

The following table represents the average monthly volume of the Fund’s derivative transactions during the year ended April 30, 2019:

 

Centrally Cleared Interest Rate Swaps:

  

Average notional amount

   $     24,786,154  

Credit Default Swaps:

  

Average notional amount of buy contracts

   $ 1,560,000 (a) 

Average notional amount of sale contracts

   $ 2,082,769  

 

(a)

Positions were open for six months during the year.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

All OTC derivatives held at period end were subject to netting arrangements. The following table presents the Fund’s derivative assets and liabilities by OTC counterparty net of amounts available for offset under ISDA Master Agreements (“MA”) and net of the related collateral received/pledged by the Fund as of April 30, 2019. Exchange-traded derivatives and centrally cleared swaps are not subject to netting arrangements and as such are excluded from the table.

 

Counterparty

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

JP Morgan Securities, LLC

  $ 52,702     $ (52,702   $ – 0  –    $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $ 52,702     $ (52,702   $ – 0  –    $ – 0  –    $ – 0  – 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Counterparty

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

Citigroup Global Markets, Inc.

  $ 9,872     $ – 0  –    $ – 0  –    $ – 0  –    $ 9,872  

Credit Suisse International

    62,576       – 0  –      – 0  –      – 0  –      62,576  

Goldman Sachs International

    31,569       – 0  –      – 0  –      – 0  –      31,569  

JP Morgan Securities, LLC

    186,157       (52,702     – 0  –      – 0  –      133,455  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $     290,174     $     (52,702   $     – 0  –    $     – 0  –    $     237,472
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

*

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

 

^

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

2. Currency Transactions

The Fund may invest in non-U.S. Dollar-denominated securities on a currency hedged or unhedged basis. The Fund may seek investment opportunities by taking long or short positions in currencies through the use of currency-related derivatives, including forward currency exchange contracts, futures and options on futures, swaps, and other options. The Fund may enter into transactions for investment opportunities when it anticipates that a foreign currency will appreciate or depreciate in value but securities denominated in that currency are not held by the Fund and do not present attractive investment opportunities. Such transactions may also be used

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

when the Adviser believes that it may be more efficient than a direct investment in a foreign currency-denominated security. The Fund may also conduct currency exchange contracts on a spot basis (i.e., for cash at the spot rate prevailing in the currency exchange market for buying or selling currencies).

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

             
     Shares           Amount        
     Year Ended
April 30,
2019
    

Year Ended
April 30,

2018

         

Year Ended
April 30,

2019

   

Year Ended
April 30,

2018

       
  

 

 

   

Shares sold

     8,683,152        12,845,768       $ 84,359,626     $ 126,261,013    

 

   

Shares redeemed

     (6,340,194      (7,031,492       (61,654,794     (68,817,167  

 

   

Net increase

     2,342,958        5,814,276       $ 22,704,832     $ 57,443,846    

 

   

NOTE E

Risks Involved in Investing in 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 any accrued interest. The degree of risk for a particular security may be reflected in its credit rating. 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.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

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

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

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

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

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. 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.

Leverage Risk—When the Fund borrows money or otherwise leverages its investments, its performance may be volatile because leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s investments. The Fund may create leverage through the use of reverse repurchase arrangements, forward currency exchange contracts,

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

forward commitments, dollar rolls or futures or by borrowing money. The use of other types of derivative instruments by the Fund, such as options and swaps, may also result in a form of leverage. Leverage may result in higher returns to the Fund than if the Fund were not leveraged, but may also adversely affect returns, particularly if the market is declining.

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.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal years ended April 30, 2019 and April 30, 2018 were as follows:

 

     2019      2018  

Distributions paid from:

     

Ordinary income

   $ 3,965,321      $ 2,437,423  
  

 

 

    

 

 

 

Total distributions paid

   $ 3,965,321      $     2,437,423  
  

 

 

    

 

 

 

As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed ordinary income

   $ 292,755  

Accumulated capital and other losses

     (1,152,312 )(a) 

Unrealized appreciation/(depreciation)

     473,329 (b) 
  

 

 

 

Total accumulated earnings/(deficit)

   $ (386,228 )(c) 
  

 

 

 

 

(a)

As of April 30, 2019, the Fund had a net capital loss carryforward of $1,152,312.

 

(b)

The difference between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax treatment of swaps.

 

(c)

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $954,970 and a net long-term capital loss carryforward of $197,342, which may be carried forward for an indefinite period.

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

NOTE H

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in Regulation S-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to Regulation S-X was November 5, 2018 (for reporting

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended April 30,  
    2019     2018     2017     2016     2015  
 

 

 

 

Net asset value, beginning of period

    $  9.70       $  9.84       $  9.91       $  9.97       $  9.97  
 

 

 

 

Income From Investment Operations

         

Net investment income(a)

    .25       .20       .17       .14       .09  

Net realized and unrealized gain (loss) on investment transactions

    .13       (.14     (.01      (.02 )      .03  
 

 

 

 

Net increase in net asset value from operations

    .38       .06       .16       .12       .12  
 

 

 

 

Less: Dividends

         

Dividends from net investment income

    (.26     (.20     (.23     (.18     (.12
 

 

 

 

Net asset value, end of period

    $  9.82       $  9.70       $  9.84       $  9.91       $  9.97  
 

 

 

 

Total Return

         

Total investment return based on net asset value(b)

    4.00  %      .65  %      1.48  %      1.26  %      1.16  % 

Ratios/Supplemental Data

         

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

    $154,300       $129,628       $74,327       $307,233       $117,588  

Ratio to average net assets of:

         

Net investment income

    2.62  %      2.05  %      1.67  %      1.44  %      .89  % 

Portfolio turnover rate

    45  %      81  %      85  %      109  %      109  % 

 

(a)

Based on average shares outstanding.

 

(b)

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

 

Due to timing of sales and repurchase of capital shares, the net realized and unrealized gain (loss) per share is not in accordance with the Fund’s change in net realized and unrealized gain (loss) on investment transactions for the period.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of AB Corporate Shares and Shareholders

of AB Taxable Multi-Sector Income Shares:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Taxable Multi-Sector Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

New York, New York

June 26, 2019

 

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2019 FEDERAL TAX INFORMATION

(unaudited)

 

For Federal income tax purposes, the following information is furnished with respect to the distributions paid by the Fund during the taxable year ended April 30, 2019.

For foreign shareholders, 85.80% of ordinary dividends paid may be considered to be qualifying to be taxed as interest-related dividends.

Shareholders should not use the above information to prepare their income tax returns. The information necessary to complete your income tax returns will be included with your Form 1099-DIV which will be sent to you separately in January 2020.

 

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RESULTS OF SHAREHOLDER MEETING

(unaudited)

 

A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Taxable Multi-Sector Income Shares (the “Fund”) was held on October 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

 

1.

To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

 

Trustee:

   Voted
For
     Authority
Withheld
 

Michael J. Downey

     253,379,377        1,558,184  

William H. Foulk, Jr.*

     253,379,377        1,558,184  

Nancy P. Jacklin

     253,379,377        1,558,184  

Robert M. Keith

     253,379,377        1,558,184  

Carol C. McMullen

     253,379,377        1,558,184  

Gary L. Moody

     253,379,377        1,558,184  

Marshall C. Turner, Jr.

     253,379,377        1,558,184  

Earl D. Weiner

     253,379,377        1,558,184  

 

2.

To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

 

Voted
For
    Voted
Against
    Abstained     Broker
Non-Votes
 
  7,823,576       3,421       976,402       500,337  

 

*

Mr. Foulk retired on December 31, 2018.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1)Chairman

Michael J. Downey(1)

Nancy P. Jacklin(1)

Robert M. Keith, President and Chief Executive Officer

  

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Paul J. DeNoon(2, 3), Vice President

Scott A. DiMaggio(2), Vice President

Shawn E. Keegan(2), Vice President

Douglas J. Peebles(2),
Senior Vice President

Greg J. Wilensky(2), Vice President

  

Emilie D. Wrapp, Secretary

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

 

Transfer Agent

AllianceBernstein Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

 

1

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

 

2

The day-to-day management of, and investment decisions for, the Trust’s portfolio are made by the Adviser’s Core Fixed-Income Team. Messrs. DeNoon, DiMaggio, Keegan, Peebles and Wilensky are the investment professionals primarily responsible for the day-to-day management of the Trust’s portfolio.

 

3

Mr. DeNoon is expected to retire on January 1, 2020.

 

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TRUSTEES AND OFFICERS INFORMATION

 

Board of Trustees Information

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

 

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

Robert M. Keith,#

1345 Avenue of the Americas

New York, NY 10105

59

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

Marshall C. Turner, Jr.,## Chairman of the Board

77

(2005)

  Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     92     Xilinx, Inc. (programmable logic semi-conductors) since 2007
     

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

Michael J. Downey,##

75

(2005)

  Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

Nancy P. Jacklin,##

71

(2006)

  Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

Carol C. McMullen,##

63

(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

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

Garry L. Moody,##

67

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     92     None
     

Earl D. Weiner,##

79

(2007)

  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     92     None

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

 

*

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

 

**

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

 

***

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

 

#

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

 

##

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

 

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TRUSTEES AND OFFICERS INFORMATION (continued)

 

Officer Information

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

 

NAME, ADDRESS,*

AND AGE

  

POSITION(S)

HELD WITH FUND

   PRINCIPAL OCCUPATION
DURING PAST FIVE YEARS
OFFICERS      
Robert M. Keith
59
   President and Chief Executive Officer    See biography above.
     

Douglas J. Peebles

53

   Senior Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Paul J. DeNoon

57

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Scott A. DiMaggio

47

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2014.
     
Shawn E. Keegan
47
   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Greg J. Wilensky

52

   Vice President    Senior Vice President of the Adviser**, with which he had been associated since prior to 2014.
     

Emilie D. Wrapp

63

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014.
     

Michael B. Reyes

42

   Senior Analyst    Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Joseph J. Mantineo

60

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014.
     

Phyllis J. Clarke

58

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2014.
     

Vincent S. Noto

54

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012.

 

*

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

 

**

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

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

 

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Taxable Multi-Sector Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July 31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and current sub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within the one-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature

 

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and quality of services being provided and, as applicable, in the case of certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each Fund.

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 management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of

 

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the investment research capabilities of the Adviser and the other resources it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is

 

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affected by numerous factors. The Directors focused on the profitability of the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by

 

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other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

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

 

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offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established

 

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methodology for setting breakpoints that give effect to the fund-specific services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Taxable Multi-Sector Income Shares (the “Fund”) at a meeting held on November 6-8, 2018 (the “Meeting”).

Prior to approval of the continuance of the Advisory Agreement, the directors had requested from the Adviser, and received and evaluated,

 

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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 materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

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

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

 

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as the directors considered relevant in the exercise of their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for calendar years 2016 and 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the periods reviewed.

Fall-Out Benefits

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

 

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Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the 1-, 3- and 5-year periods ended July 31, 2018 and (in the case of comparisons with the broad-based securities market index) for the period from inception. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, and their discussion with the Adviser of the reasons for the Fund’s underperformance in certain periods, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

 

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The directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Fund’s Senior Analyst and noted the differences between the Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule, on the other. The directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The directors also discussed these matters with an independent fee consultant.

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

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

Economies of Scale

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

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

US CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 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

FlexFee High Yield Portfolio

FlexFee International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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

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

 

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NOTES

 

 

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LOGO

AB TAXABLE MULTI-SECTOR INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

TMSIS-0151-0419                 LOGO


APR    04.30.19

LOGO

ANNUAL REPORT

AB IMPACT MUNICIPAL INCOME SHARES

 

LOGO

 

Beginning January 1, 2021, as permitted by new regulations adopted by the Securities and Exchange Commission, the Fund’s annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website address to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically at any time by contacting your financial intermediary (such as a broker-dealer or bank) or, if you are a direct investor, by calling the Fund at (800) 221 5672.

You may elect to receive all future reports in paper form free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports; if you invest directly with the Fund, you can call the Fund at (800) 221 5672. Your election to receive reports in paper form will apply to all funds held in your account with your financial intermediary or, if you invest directly, to all AB Mutual Funds you hold.


 

 

 
Investment Products Offered  

  Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed

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

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

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

The Fund files its complete schedule of portfolio holdings with the Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT reports are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-PORT may also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC; information on the operation of the Public Reference Room may be obtained by calling (800) SEC 0330. AB publishes full portfolio holdings for the Fund monthly at www.abfunds.com.

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

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


 

FROM THE PRESIDENT    LOGO

Dear Shareholder,

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

As always, AB strives to keep clients ahead of what’s next by:

 

+   

Transforming uncommon insights into uncommon knowledge with a global research scope

 

+   

Navigating markets with seasoned investment experience and sophisticated solutions

 

+   

Providing thoughtful investment insights and actionable ideas

Whether you’re an individual investor or a multi-billion-dollar institution, we put knowledge and experience to work for you.

AB’s global research organization connects and collaborates across platforms and teams to deliver impactful insights and innovative products. Better insights lead to better opportunities—anywhere in the world.

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

Thank you for your investment in the AB Mutual Funds.

Sincerely,

 

LOGO

Robert M. Keith

President and Chief Executive Officer, AB Mutual Funds

 

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ANNUAL REPORT

 

June 19, 2019

This report provides management’s discussion of fund performance for AB Impact Municipal Income Shares for the annual reporting period ended April 30, 2019. Please note, shares of this Fund are available only to separately managed accounts or participants in “wrap fee” programs or other investment programs approved by the Adviser.

The investment objective of the Fund is to earn the highest level of current income, exempt from federal taxation, that is available consistent with what the Adviser considers to be an appropriate level of risk.

NAV RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     6 Months      12 Months  
AB IMPACT MUNICIPAL INCOME SHARES      7.32%        7.56%  
Bloomberg Barclays Municipal Bond Index      5.68%        6.16%  

INVESTMENT RESULTS

The table above shows the Fund’s performance compared to its benchmark, the Bloomberg Barclays Municipal Bond Index, for the six- and 12-month periods ended April 30, 2019.

During the 12-month period, the Fund outperformed its benchmark, primarily due to a longer-than-benchmark duration position, as yields declined and fixed-income assets rallied. An overweight to both mid-grade and below investment-grade quality tiers also contributed. Selections in the education-impact sector detracted, while selections in the health care impact sector contributed.

During the six-month period, the Fund outperformed its benchmark. The Fund’s longer-than-benchmark duration positioning again contributed as yields declined and municipal securities rallied. An overweight to mid-grade quality tiers also contributed. Conversely, security selection, particularly in the Fund’s education-impact holdings, detracted.

The Fund did not utilize derivatives during either period.

MARKET REVIEW AND INVESTMENT STRATEGY

Municipal bonds posted strong returns for the annual reporting period as inflation remained tame and the US yield curve flattened. Intermediate- and long-term US Treasury yields declined, with the benchmark 10-year US Treasury dropping 45 basis points to end the 12-month period at 2.50%. As a result, longer-maturity municipals outperformed. By quality tier, lower rated municipals outperformed the highest rated quality tiers.

 

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The underlying goal of the Fund is to make environmentally, socially and financially productive investments in historically marginalized and underserved communities to reduce gaps that exist in such areas as academic achievement, economic development or the provision of health care. Essentially, the Fund’s Senior Investment Management Team is looking to create a better tomorrow. Inherent in these goals is to make investments toward improving the quality of life for all by enhancing and promoting civic engagement, an informed citizenry, culture and the physical and natural sciences.

The Fund may purchase municipal securities that are insured under policies issued by certain insurance companies. Historically, insured municipal securities typically received a higher credit rating, which meant that the issuer of the securities paid a lower interest rate. As a result of declines in the credit quality and associated downgrades of most bond insurers, insurance has less value than it did in the past. The market now values insured municipal securities primarily based on the credit quality of the issuer of the security with little value given to the insurance feature. In purchasing such insured securities, the Adviser evaluates the risk and return of municipal securities through its own research. If an insurance company’s rating is downgraded or the company becomes insolvent, the prices of municipal securities insured by the insurance company may decline. As of April 30, 2019, 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 17.88% and 0.00%, respectively.

INVESTMENT POLICIES

The Fund pursues its objective by investing principally in high-yielding municipal securities of any credit quality that (i) score highly on the Adviser’s environmental, social and corporate governance (“ESG”) criteria and (ii) are deemed by the Adviser to have an environmental or social impact in underserved or low socio-economic communities. As a matter of fundamental policy, the Fund invests, under normal circumstances, at least 80% of its net assets in municipal securities that pay interest that is exempt from federal income tax. These securities may pay interest that is subject to the federal alternative minimum tax for certain taxpayers.

The Adviser evaluates each security in which the Fund invests using both a traditional municipal bond credit analysis and a consideration of the security’s overall ESG score under the Adviser’s ESG evaluation criteria. Under this ESG evaluation, to arrive at an overall ESG score, each security is scored on environmental, social and governance factors, and the scores are weighted based on the Adviser’s assessment

 

(continued on next page)

 

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of the relevance of each factor within a given sector (e.g., education, health care, renewable energy and mass transit). For example, social factors are weighted more heavily in the overall ESG score for a security of an issuer in the education sector than they are for a security of an issuer in the mass transit sector, where environmental factors predominate. The Adviser regularly reviews the overall ESG scores assigned to securities under consideration for purposes of determining the securities in which to invest for the Fund.

The Adviser’s ESG evaluation is conducted on an industry sector basis and includes the use of key performance indicators that vary in materiality by sector. The Adviser’s environmental evaluation covers issues such as clean and renewable energy, climate change and water conservation. The Adviser’s social evaluation covers issues such as economic impact, high quality safety-net health care and overall community health needs, and the reduction of achievement gaps between wealthy and poor school districts. The Adviser’s governance evaluation covers issues such as stewardship of debt and capital, board governance and transparency.

The Adviser also assesses a security’s risk and return characteristics as well as a security’s impact on the overall risk and return characteristics of the Fund. In making this assessment, the Adviser takes into account various factors including the credit quality, maturity, sensitivity to interest rates and the expected after-tax returns of the security under consideration and of the Fund’s other holdings.

The Fund may invest without limit in lower-rated securities (“junk bonds”), which may include securities having the lowest rating, and in unrated securities that, in the Adviser’s judgment, would be lower-rated securities if rated. The Fund may invest in fixed-income securities with any maturity or duration. The Fund will seek to increase income for shareholders by investing in longer-maturity bonds. Consistent with its objective of seeking a higher level of income, the Fund may experience greater volatility and a higher risk of loss of principal than other municipal funds.

The Fund may also invest in: tender option bond transactions (“TOBs”); forward commitments; zero-coupon municipal securities and variable, floating and inverse floating-rate municipal securities; certain types of mortgage-related securities; and derivatives, such as options, futures contracts, forwards and swaps.

The Fund may make short sales of securities or maintain a short position, and may use other investment techniques. The Fund may use leverage for investment purposes to increase income through the use of TOBs and derivative instruments, such as interest rate swaps.

 

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DISCLOSURES AND RISKS

 

Benchmark Disclosure

The Bloomberg Barclays Municipal Bond Index is unmanaged and does not reflect fees and expenses associated with the active management of a fund. The Bloomberg Barclays Municipal Bond Index represents the performance of the long-term tax-exempt bond market consisting of investment-grade bonds. An investor cannot invest directly in an index, and its results are not indicative of the performance for any specific investment, including the Fund.

A Word About Risk

Market Risk: The value of the Fund’s assets will fluctuate as the stock or bond market fluctuates. The value of the Fund’s investments may decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market.

ESG Risk: Applying ESG and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and therefore the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria.

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

Municipal Market Risk: This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, 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 and catastrophic natural disasters, such as hurricanes or earthquakes. The Fund’s

 

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DISCLOSURES AND RISKS (continued)

 

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.

Tax Risk: There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the US government and the US Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value (“NAV”) could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax-exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

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

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.

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

 

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DISCLOSURES AND RISKS (continued)

 

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

Liquidity Risk: Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

Derivatives Risk: Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and may be subject to counterparty risk to a greater degree than more traditional investments.

Management Risk: The Fund is subject to management risk because it is an actively managed investment fund. The Adviser will apply its investment techniques and risk analyses in making investment decisions, but there is no guarantee that its techniques will produce the intended results.

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

An Important Note About Historical Performance

The performance shown in this report represents past performance and does not guarantee future results. Current performance may be lower or higher than the performance information shown. You may obtain performance information current to the most recent month-end by calling (800) 227 4618. The investment return and principal value of an investment in the Fund will fluctuate, so that your shares, when redeemed, may be worth more or less than their original cost. Performance assumes reinvestment of distributions and does not account for taxes. The Fund has been in operation only for a short period of time, and therefore has a very limited historical performance period. This limited performance period is unlikely to be representative of the performance the Fund will achieve over a longer period.

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

 

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HISTORICAL PERFORMANCE

 

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

9/12/20171 TO 4/30/2019

 

LOGO

This chart illustrates the total value of an assumed $10,000 investment in AB Impact Municipal Income Shares (from 9/12/20171 to 4/30/2019) as compared to the performance of its benchmark. The chart assumes the reinvestment of dividends and capital gains distributions.

 

1

Inception date: 9/12/2017.

 

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HISTORICAL PERFORMANCE (continued)

 

AVERAGE ANNUAL RETURNS AS OF APRIL 30, 2019 (unaudited)

 

     NAV Returns  
1 Year      7.56%  
Since Inception1      4.29%  

AVERAGE ANNUAL RETURNS

AS OF THE MOST RECENT CALENDAR QUARTER-END

MARCH 31, 2019 (unaudited)

 

     NAV Returns  
1 Year      6.45%  
Since Inception1      4.07%  

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

 

1

Inception date: 9/12/2017.

 

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EXPENSE EXAMPLE

(unaudited)

 

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

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

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

 

    Beginning
Account Value
November 1, 2018
    Ending
Account Value
April 30, 2019
    Expenses Paid
During Period*
    Annualized
Expense Ratio*
 

Actual

  $     1,000     $     1,073.20     $     – 0  –      0.00

Hypothetical**

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

 

*

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

 

**

Assumes 5% annual return before expenses.

 

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PORTFOLIO SUMMARY

April 30, 2019 (unaudited)

 

PORTFOLIO STATISTICS

Net Assets ($mil): $133.0

 

 

 

LOGO

 

1

All data are as of April 30, 2019. 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”). The Fund considers the credit ratings issued by S&P, Moody’s and Fitch and uses the highest rating issued by the agencies. These ratings are a measure of the quality and safety of a bond or portfolio, based on the issuer’s financial condition. AAA is the highest (best) and D is the lowest (worst). If applicable, the pre-refunded category includes bonds which are secured by U.S. Government securities and therefore are deemed high-quality investment-grade by the Adviser. If applicable, Not Applicable (N/A) includes non-creditworthy investments, such as equities, currency contracts, futures and options. If applicable, the Not Rated category includes bonds that are not rated by a nationally recognized statistical rating organization. The Adviser evaluates the creditworthiness of non-rated securities based on a number of factors including, but not limited to, cash flows, enterprise value and economic environment.

 

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PORTFOLIO OF INVESTMENTS

April 30, 2019

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

MUNICIPAL OBLIGATIONS – 99.0%

 

Long-Term Municipal Bonds – 99.0%

 

American Samoa – 1.3%

 

American Samoa Economic Development Authority
(Territory of American Samoa)
6.00%, 9/01/23(a)

   $ 1,735     $ 1,756,063  
    

 

 

 

California – 18.8%

 

Alameda Corridor Transportation Authority

    

Series 2016A
5.00%, 10/01/22

     725       790,997  

Series 2016B
5.00%, 10/01/35-10/01/36

     2,095       2,364,864  

California Educational Facilities Authority
(Mount St. Mary’s University, Inc.)
Series 2018A
5.00%, 10/01/36-10/01/46

     3,155       3,674,296  

California Infrastructure & Economic Development Bank
(California Academy of Sciences)
Series 2018C
2.117% (LIBOR 1 Month + 0.38%), 8/01/47(b)

     2,000       1,998,740  

California School Finance Authority
(Bright Star Schools Obligated Group)
Series 2017
5.00%, 6/01/37-6/01/54(a)(c)

     850       885,846  

California School Finance Authority
(Downtown College Prep Obligated Group)
Series 2016
5.00%, 6/01/51(a)(c)

     250       257,498  

California School Finance Authority
(Ednovate Obligated Group)
Series 2018
5.00%, 6/01/48-6/01/56(a)(c)

     2,085       2,172,415  

California School Finance Authority
(Equitas Academy Obligated Group)
Series 2018A
5.00%, 6/01/48(a)(c)

     3,750       3,922,238  

California School Finance Authority
(Green Dot Public Schools Obligated Group)
Series 2018
5.00%, 8/01/38(a)

     1,000       1,128,530  

California Statewide Communities Development Authority
(Loma Linda University Medical Center)

    

5.25%, 12/01/48(a)

     500       560,985  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Series 2016A
5.00%, 12/01/41(a)

   $ 1,190     $ 1,298,742  

Series 2018A
5.25%, 12/01/43(a)

     2,640       2,976,494  

5.50%, 12/01/58(a)

     660       749,951  

Coalinga-Huron Joint Unified School District
BAM Series 2018B
5.00%, 8/01/48

     500       579,115  

Golden Empire Schools Financing Authority
(Kern High School District)
Series 2018
5.00%, 5/01/21

     1,195       1,274,061  

Port of Los Angeles
Series 2014A
5.00%, 8/01/21

     355       379,531  
    

 

 

 
       25,014,303  
    

 

 

 

Connecticut – 3.2%

 

City of Bridgeport CT

    

Series 2017A
5.00%, 11/01/25

     525       603,073  

BAM Series 2018C
5.00%, 7/15/36-7/15/38

     1,620       1,866,093  

BAM Series 2019A
5.00%, 2/01/35

     1,500       1,747,590  
    

 

 

 
       4,216,756  
    

 

 

 

District of Columbia – 1.9%

 

District of Columbia
(KIPP DC Obligated Group)

    

Series 2017A
5.00%, 7/01/42

     785       872,967  

Series 2017B
5.00%, 7/01/37

     625       701,950  

District of Columbia Water & Sewer Authority
Series 2016A
5.00%, 10/01/35

     820       956,833  
    

 

 

 
       2,531,750  
    

 

 

 

Florida – 0.4%

 

School District of Broward County/FL
(Broward County School Board/FL COP)
Series 2017B
5.00%, 7/01/32

     500       590,930  
    

 

 

 

Georgia – 0.2%

 

Atlanta Development Authority
(Atlanta Development Authority Lease)
Series 2017
2.061%, 12/01/21

     230       227,560  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Illinois – 1.0%

 

Cook County Community College District No. 508

    

Series 2013
5.25%, 12/01/43

   $ 605     $ 630,174  

BAM Series 2017
5.00%, 12/01/47

     620       689,130  
    

 

 

 
       1,319,304  
    

 

 

 

Kansas – 0.5%

 

Seward County Unified School District No. 480 Liberal
Series 2017B
5.00%, 9/01/28

     555       648,501  
    

 

 

 

Massachusetts – 8.5%

 

Massachusetts Development Finance Agency
(Boston Medical Center Corp. Obligated Group)

    

Series 2015D
5.00%, 7/01/44

     3,095       3,379,462  

Series 2016E
5.00%, 7/01/37

     765       854,566  

Series 2017F
5.00%, 7/01/30

     1,475       1,707,799  

Massachusetts Development Finance Agency
(Wellforce Obligated Group)
AGM Series 2019A
5.00%, 7/01/39-7/01/44

     3,895       4,477,351  

Massachusetts Development Finance Agency
(WGBH Educational Foundation)
Series 2017A
4.00%, 1/01/32

     825       915,626  
    

 

 

 
       11,334,804  
    

 

 

 

Michigan – 9.2%

 

Center Line Public Schools
Series 2018
5.00%, 5/01/38

     895       1,048,251  

City of Detroit MI
5.00%, 4/01/32-4/01/37

     4,505       4,847,137  

Downriver Utility Wastewater Authority
AGM Series 2018
5.00%, 4/01/43

     1,515       1,730,509  

Grand Rapids Public Schools

    

AGM
5.00%, 11/01/40(d)

     1,800       2,139,156  

AGM
Series 2017
5.00%, 5/01/27

     200       243,046  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Great Lakes Water Authority Water Supply System Revenue

    

Series 2016B
5.00%, 7/01/46

   $ 1,225     $ 1,382,290  

Series 2016C
5.00%, 7/01/26

     695       834,361  
    

 

 

 
       12,224,750  
    

 

 

 

Minnesota – 0.8%

 

Housing & Redevelopment Authority of The City of St. Paul Minnesota
(Metro Deaf School)
Series 2018A
5.00%, 6/15/48(a)(c)

     1,000       1,013,080  
    

 

 

 

Missouri – 0.2%

 

St. Louis Community College District
Series 2017
4.00%, 4/01/35

     200       216,080  
    

 

 

 

Montana – 1.8%

 

City of Missoula MT Water System Revenue
Series 2019A
4.00%, 7/01/37-7/01/44

     2,180       2,350,977  
    

 

 

 

Nevada – 1.8%

 

Clark County School District
Series 2017C
5.00%, 6/15/26-6/15/33

     2,000       2,359,285  
    

 

 

 

New Jersey – 7.0%

 

New Jersey Economic Development Authority
(Foundation Academy Charter School A NJ Nonprofit Corp.)
Series 2018A
5.00%, 7/01/50

     1,000       1,070,290  

New Jersey Economic Development Authority
(North Star Academy Charter School of Newark, Inc.)
Series 2017
5.00%, 7/15/47

     1,170       1,273,252  

New Jersey Economic Development Authority
(Seeing Eye, Inc. (The))
Series 2015
5.00%, 3/01/25

     3,205       3,734,658  

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    15


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

New Jersey Economic Development Authority
(State of New Jersey Division of Property Management & Construction Lease)
Series 2018C
5.00%, 6/15/27-6/15/42

   $ 1,645     $ 1,826,477  

New Jersey Health Care Facilities Financing Authority
(St. Joseph’s Healthcare System Obligated Group)
Series 2016
5.00%, 7/01/41

     1,335       1,458,955  
    

 

 

 
       9,363,632  
    

 

 

 

New York – 3.5%

 

Build NYC Resource Corp.
(Inwood Academy for Leadership Charter School)
Series 2018A
5.50%, 5/01/48(a)(c)

     500       525,330  

Build NYC Resource Corp.
(Metropolitan Lighthouse Charter School)
Series 2017A
5.00%, 6/01/47(a)

     725       766,405  

Metropolitan Transportation Authority
Series 2018B
5.00%, 5/15/20

     2,175       2,246,536  

New York City Housing Development Corp.
Series 2017E
1.50%, 5/01/22

     230       228,316  

New York State Dormitory Authority
(Montefiore Obligated Group)
Series 2018
5.00%, 8/01/34

     750       875,497  
    

 

 

 
       4,642,084  
    

 

 

 

North Carolina – 4.0%

 

North Carolina Central University

    

4.00%, 4/01/49

     2,270       2,430,512  

5.00%, 4/01/44

     2,500       2,934,175  
    

 

 

 
       5,364,687  
    

 

 

 

Ohio – 6.7%

 

American Municipal Power, Inc.
Series 2019A
5.00%, 2/15/44

     2,150       2,491,678  

County of Cuyahoga/OH
(MetroHealth System (The))
Series 2017
5.00%, 2/15/42

     4,365       4,762,913  

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

5.25%, 2/15/47

   $ 1,500     $ 1,651,290  
    

 

 

 
       8,905,881  
    

 

 

 

Oklahoma – 1.8%

 

Oklahoma County Finance Authority
(Oklahoma County Independent School District No. 52 Midwest City-Del City)
Series 2018
5.00%, 10/01/24

     1,120       1,291,405  

Oklahoma Development Finance Authority
(OU Medicine Obligated Group)
Series 2018B
5.50%, 8/15/57

     1,000       1,146,900  
    

 

 

 
       2,438,305  
    

 

 

 

Oregon – 1.0%

 

Tri-County Metropolitan Transportation District of Oregon
Series 2017A
5.00%, 10/01/26

     865       1,045,007  

Series 2018A
5.00%, 10/01/29

     250       303,835  
    

 

 

 
       1,348,842  
    

 

 

 

Pennsylvania – 14.4%

 

Capital Region Water Water Revenue
Series 2018
5.00%, 7/15/25-7/15/26

     1,510       1,781,697  

City of Philadelphia PA Water & Wastewater Revenue
Series 2018A
5.00%, 10/01/48

     3,050       3,553,372  

Delaware County Authority
(Elwyn Obligated Group)
Series 2017
5.00%, 6/01/37

     825       896,701  

Hospitals & Higher Education Facilities Authority of Philadelphia (The)
(Temple University Health System Obligated Group)
Series 2017
5.00%, 7/01/32-7/01/34

     1,115       1,236,096  

Philadelphia Authority for Industrial Development
(City of Philadelphia PA)
Series 2018
5.00%, 5/01/36-5/01/38

     4,010       4,633,791  

AGM Series 2017
5.00%, 12/01/35

     200       230,896  

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    17


 

PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

School District of the City of Erie (The)
AGM Series 2019A
5.00%, 4/01/31(d)

   $ 405     $ 487,016  

AGM Series 2019C
5.00%, 4/01/28-4/01/29(d)

     2,850       3,453,268  

State Public School Building Authority
(Community College of Philadelphia)
BAM Series 2018
5.00%, 6/15/21

     1,000       1,066,130  

Wilkes-Barre Area School District/PA
BAM
5.00%, 4/15/59

     1,620       1,842,475  
    

 

 

 
       19,181,442  
    

 

 

 

Texas – 0.9%

    

El Paso County Hospital District
Series 2017
5.00%, 8/15/37

     370       410,026  

Newark Higher Education Finance Corp.
(Austin Achieve Public Schools, Inc.)
Series 2018
5.00%, 6/15/48(c)

     735       746,400  
    

 

 

 
       1,156,426  
    

 

 

 

Utah – 3.1%

    

Ogden City School District Municipal Building Authority
(Ogden City School District)
Series 2018
5.00%, 1/15/38

     3,490       4,088,046  
    

 

 

 

Washington – 3.0%

    

Pend Oreille County Public Utility District No. 1 Box Canyon
Series 2018
5.00%, 1/01/44

     3,600       4,022,424  
    

 

 

 

West Virginia – 3.7%

    

Morgantown Utility Board, Inc.
BAM Series 2018B
5.00%, 12/01/43

     2,555       2,986,795  

West Virginia Hospital Finance Authority
(West Virginia United Health System Obligated Group)
Series 2017A
5.00%, 6/01/47

     1,775       1,986,385  
    

 

 

 
       4,973,180  
    

 

 

 

 

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PORTFOLIO OF INVESTMENTS (continued)

 

     Principal
Amount
(000)
    U.S. $ Value  

 

 

Wisconsin – 0.3%

    

Milwaukee Redevelopment Authority
(Milwaukee Public Schools Lease)
Series 2017
5.00%, 11/15/25

   $ 200     $ 236,630  

Wisconsin Public Finance Authority
(Bancroft Neurohealth Obligated Group)
Series 2016
5.125%, 6/01/48(a)(c)

     100       101,867  
    

 

 

 
       338,497  
    

 

 

 

Total Municipal Obligations
(cost $127,506,575)

       131,627,589  
    

 

 

 
    

CORPORATES – INVESTMENT GRADE – 0.4%

    

Industrial – 0.4%

    

Consumer Non-Cyclical – 0.4%

    

YMCA of Greater New York
Series 2018
3.985%, 8/01/22
(cost $500,000)

     500       510,575  
    

 

 

 
     Shares        

SHORT-TERM INVESTMENTS – 3.9%

    

Investment Companies – 3.9%

    

AB Fixed Income Shares, Inc. – Government Money Market Portfolio – Class AB, 2.37%(e)(f)(g)
(cost $5,189,939)

     5,189,939       5,189,939  
    

 

 

 

Total Investments – 103.3%
(cost $133,196,514)

       137,328,103  

Other assets less liabilities – (3.3)%

       (4,364,084
    

 

 

 

Net Assets – 100.0%

     $ 132,964,019  
    

 

 

 

 

(a)

Security is exempt from registration under Rule 144A of the Securities Act of 1933. These securities are considered restricted, but liquid and may be resold in transactions exempt from registration, normally to qualified institutional buyers. At April 30, 2019, the aggregate market value of these securities amounted to $18,115,444 or 13.6% of net assets.

 

(b)

Floating Rate Security. Stated interest/floor/ceiling rate was in effect at April 30, 2019.

 

(c)

Security in which significant unobservable inputs (Level 3) were used in determining fair value.

 

(d)

When-Issued or delayed delivery security.

 

(e)

Affiliated investments.

 

(f)

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

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    19


 

PORTFOLIO OF INVESTMENTS (continued)

 

 

(g)

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

As of April 30, 2019, the Fund’s percentages of investments in municipal bonds that are insured and in insured municipal bonds that have been pre-refunded or escrowed to maturity are 17.9% and 0.0%, respectively.

Glossary:

AGM – Assured Guaranty Municipal

BAM – Build American Mutual

COP – Certificate of Participation

See notes to financial statements.

 

20    |    AB IMPACT MUNICIPAL  INCOME SHARES   abfunds.com


 

STATEMENT OF ASSETS & LIABILITIES

April 30, 2019

 

Assets   

Investments in securities, at value

  

Unaffiliated issuers (cost $128,006,575)

   $ 132,138,164  

Affiliated issuers (cost $5,189,939)

     5,189,939  

Cash

     780  
Interest receivable      1,596,298  
Receivable for shares of beneficial interest sold      420,745  
Affiliated dividends receivable      9,354  
Receivable due from Adviser      1,050  
  

 

 

 

Total assets

     139,356,330  
  

 

 

 
Liabilities   

Payable for investment securities purchased

     6,017,567  

Dividends payable

     371,147  

Payable for shares of beneficial interest redeemed

     3,597  
  

 

 

 

Total liabilities

     6,392,311  
  

 

 

 

Net Assets

   $ 132,964,019  
  

 

 

 
Composition of Net Assets   

Shares of beneficial interest, at par

   $ 130  

Additional paid-in capital

     129,016,692  

Distributable earnings

     3,947,197  
  

 

 

 
   $     132,964,019  
  

 

 

 

Net Asset Value Per Share—unlimited shares of beneficial interest authorized, $.00001 par value (based on 13,046,945 common shares outstanding)

   $ 10.19  
  

 

 

 

See notes to financial statements.

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    21


 

STATEMENT OF OPERATIONS

Year Ended April 30, 2019

 

Investment Income    

Interest

  $     2,973,923    

Dividends—Affiliated issuers

    117,782    

Other income(a)

    8,007    
 

 

 

   

Total investment income

    $ 3,099,712  
   

 

 

 
Realized and Unrealized Gain (Loss) on Investment Transactions    

Net realized loss on investment transactions

      (152,868

Net change in unrealized appreciation/depreciation of investments

      4,774,022  
   

 

 

 

Net gain on investment transactions

      4,621,154  
   

 

 

 

Net Increase in Net Assets from Operations

    $     7,720,866  
   

 

 

 

 

(a)

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

See notes to financial statements.

 

22    |    AB IMPACT MUNICIPAL  INCOME SHARES   abfunds.com


 

STATEMENT OF CHANGES IN NET ASSETS

 

    Year Ended
April 30,

2019
    September 12,
2017(a)  to
April 30, 2018
 
Increase (Decrease) in Net Assets from Operations    

Net investment income

  $ 3,099,712     $ 390,573  

Net realized loss on investment transactions

    (152,868     (31,543

Net change in unrealized appreciation/depreciation of investments

    4,774,022       (642,433
 

 

 

   

 

 

 

Net increase (decrease) in net assets from operations

    7,720,866       (283,403

Distribution to Shareholders

    (3,099,693     (390,573
Transactions in Shares of Beneficial Interest    

Net increase

    91,001,459       38,015,363  
 

 

 

   

 

 

 

Total increase

    95,622,632       37,341,387  
Net Assets

 

Beginning of period

    37,341,387       – 0  – 
 

 

 

   

 

 

 

End of period

  $     132,964,019     $     37,341,387  
 

 

 

   

 

 

 

 

(a)

Commencement of operations.

See notes to financial statements.

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    23


 

NOTES TO FINANCIAL STATEMENTS

April 30, 2019

 

NOTE A

Significant Accounting Policies

AB Corporate Shares (the “Trust”) was organized as a Massachusetts business trust under the laws of The Commonwealth of Massachusetts by an Agreement and Declaration of Trust dated January 26, 2004. The Trust is registered under the Investment Company Act of 1940, as an open-end, diversified management investment company. The Trust operates as a “series” company currently offering four separate portfolios: AB Corporate Income Shares, AB Municipal Income Shares, AB Taxable Multi-Sector Income Shares and AB Impact Municipal Income Shares. Each portfolio is considered to be a separate entity for financial reporting and tax purposes. This report relates only to AB Impact Municipal Income Shares (the “Fund”). The Fund commenced operations on September 12, 2017.

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

1. Security Valuation

Portfolio securities are valued at their current market value determined on the basis of market quotations or, if market quotations are not readily available or are deemed unreliable, at “fair value” as determined in accordance with procedures established by and under the general supervision of the Trust’s Board of Trustees (the “Board”).

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

accordance with the NASDAQ Official Closing Price; listed or over the counter (“OTC”) market put or call options are valued at the mid level between the current bid and ask prices. If either a current bid or current ask price is unavailable, the Adviser will have discretion to determine the best valuation (e.g., last trade price in the case of listed options); open futures are valued using the closing settlement price or, in the absence of such a price, the most recent quoted bid price. If there are no quotations available for the day of valuation, the last available closing settlement price is used; U.S. Government securities and any other debt instruments having 60 days or less remaining until maturity are generally valued at market by an independent pricing vendor, if a market price is available. If a market price is not available, the securities are valued at amortized cost. This methodology is commonly used for short term securities that have an original maturity of 60 days or less, as well as short term securities that had an original term to maturity that exceeded 60 days. In instances when amortized cost is utilized, the Valuation Committee (the “Committee”) must reasonably conclude that the utilization of amortized cost is approximately the same as the fair value of the security. Such 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.

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    25


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

2. Fair Value Measurements

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

 

   

Level 1—quoted prices in active markets for identical investments

   

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

   

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

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

Other fixed income investments, including non-U.S. government and corporate debt, are generally valued using quoted market prices, if available, which are typically impacted by current interest rates, maturity dates and any perceived credit risk of the issuer. Additionally, in the absence of quoted market prices, these inputs are used by pricing vendors to derive a valuation based upon industry or proprietary models which incorporate

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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, 2019:

 

Investments in

Securities:

   Level 1     Level 2     Level 3     Total  

Assets:

        

Long-Term Municipal Bonds

   $ – 0  –    $ 122,002,915     $ 9,624,674     $ 131,627,589  

Corporates – Investment Grade

     – 0  –      510,575       – 0  –      510,575  

Short-Term Investments

     5,189,939       – 0  –      – 0  –      5,189,939  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments in Securities

     5,189,939       122,513,490       9,624,674       137,328,103  

Other Financial Instruments(a)

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

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $   5,189,939     $   122,513,490     $   9,624,674     $   137,328,103  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

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

The following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value.

 

      Long-Term Municipal
Bonds
    Total  

Balance as of 4/30/18

   $ 1,220,137     $ 1,220,137  

Accrued discounts/(premiums)

     (13,121     (13,121

Realized gain (loss)

     – 0  –      – 0  – 

Change in unrealized appreciation/depreciation

     225,884       225,884  

Purchases

     8,191,774       8,191,774  

Sales

     – 0  –      – 0  – 

Transfers in to Level 3

     – 0  –      – 0  – 

Transfers out of Level 3

     – 0  –      – 0  – 
  

 

 

   

 

 

 

Balance as of 4/30/19

   $   9,624,674     $   9,624,674  
  

 

 

   

 

 

 

Net change in unrealized appreciation/depreciation from investments held as of 4/30/19(a)

   $ 225,884     $ 225,884  
  

 

 

   

 

 

 

 

(a)

The unrealized appreciation/depreciation is included in net change in unrealized appreciation/depreciation on investments and other financial instruments in the accompanying statement of operations.

As of April 30, 2019, all Level 3 securities were priced by third party vendors.

 

abfunds.com   AB IMPACT MUNICIPAL INCOME SHARES     |    27


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

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 tax year) 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. The Fund amortizes premiums and accretes discounts as adjustments to interest income.

5. Dividends and Distributions

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

NOTE B

Advisory Fee and Other Transactions with Affiliates

Under the terms of the advisory agreement, the Fund pays no advisory fee to the Adviser and the Adviser reimburses or pays for the Fund’s operating expenses. The Fund is an integral part of separately managed accounts in wrap-fee programs and other investment programs. Typically, participants in these programs pay a fee to their investment adviser for all costs and expenses of the separately managed account, including costs and expenses associated with the Fund, and a fee is paid by their investment adviser to the Adviser. In certain cases, participants may have a direct relationship with the Adviser without the involvement of a third party investment adviser, in which case the participant would pay a fee directly to the Adviser. The Adviser serves as investment manager and adviser of the Fund and continuously furnishes an investment program for the Fund

 

28    |    AB IMPACT MUNICIPAL  INCOME SHARES   abfunds.com


 

NOTES TO FINANCIAL STATEMENTS (continued)

 

and manages, supervises and conducts the affairs of the Fund, subject to the supervisions of the Fund’s Board. The advisory agreement provides that the Adviser or an affiliate will furnish, or pay the expenses of the Fund for, office space, facilities and equipment, services of executive and other personnel of the Fund and certain administrative services.

During 2017, AXA S.A. (“AXA”), a French holding company for the AXA Group, a worldwide leader in life, property and casualty and health insurance and asset management, announced its intention to pursue the sale of a minority stake in its subsidiary, AXA Equitable Holdings, Inc. (“AXA Equitable”), the holding company for a diversified financial services organization, through an initial public offering (“IPO”). AXA Equitable is the holding company for a diverse group of financial services companies, including an approximately 65.2% economic interest in the Adviser and a 100% interest in AllianceBernstein Corporation, the general partner of the Adviser. In March 2018, AXA announced its intention to sell its entire interest in AXA Equitable over time, subject to market conditions and other factors (the “Plan”). During the second quarter of 2018, AXA Equitable completed the IPO. Additional secondary offerings of AXA Equitable shares were completed in the Fourth Quarter of 2018 and the First and Second Quarters of 2019, and AXA Equitable also repurchased shares from AXA in connection with each of these secondary offerings pursuant to agreements with AXA. Following the IPO and subsequent transactions, including secondary offerings and share repurchases, AXA owns approximately 40.1% of the outstanding shares of common stock of AXA Equitable. Contemporaneously with the IPO, AXA sold $862.5 million aggregate principal amount of its 7.25% mandatorily exchangeable notes (the “MxB Notes”) due May 15, 2021 and exchangeable into up to 43,125,000 shares of common stock (or approximately 7% of the outstanding shares of common stock of AXA Equitable). AXA retains ownership (including voting rights) of such shares of common stock until the MxB Notes are exchanged, which may be on a date that is earlier than the maturity date at AXA’s option upon the occurrence of certain events.

It is anticipated that one or more of the transactions contemplated by the Plan may ultimately result in the indirect transfer of a “controlling block” of voting securities of the Adviser (a “Change of Control Event”) and therefore may be deemed an “assignment” causing a termination of each Fund’s current investment advisory agreement. In order to ensure that the existing investment advisory services could continue uninterrupted, at meetings held in late July through early August 2018, the Boards of Directors/Trustees (each a “Board” and collectively, the “Boards”) approved new investment advisory agreements with the Adviser, in connection with the Plan. The Boards also agreed to call and hold a joint meeting of shareholders on October 11, 2018, for shareholders of each Fund to

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

(1) approve the new investment advisory agreement with the Adviser that would be effective after the first Change of Control Event and (2) approve any future advisory agreement approved by the Board and that has terms not materially different from the current agreement, in the event there are subsequent Change of Control Events arising from completion of the Plan that terminate the advisory agreement after the first Change of Control Event. Approval of a future advisory agreement means that shareholders may not have another opportunity to vote on a new agreement with the Adviser even upon a change of control, as long as no single person or group of persons acting together gains “control” (as defined in the 1940 Act) of AXA Equitable.

At the December 11, 2018 adjourned shareholder meeting, shareholders approved the new and future investment advisory agreements.

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

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

The Fund may invest in AB Government Money Market Portfolio (the “Government Money Market Portfolio”) which has a contractual annual advisory fee rate of .20% of the portfolio’s average daily net assets and bears its own expenses. Effective August 1, 2018, the Adviser has contractually agreed to waive .10% of the advisory fee of Government Money Market Portfolio (resulting in a net advisory fee of .10%) until August 31, 2020. In connection with the investment by the Fund in Government Money Market Portfolio, the Adviser has contractually agreed to reimburse the Fund in an amount equal to the Fund’s pro rata share of the effective advisory fee of Government Money Market Portfolio, as borne indirectly by the Fund as an acquired fund fee and expense. For the year ended April 30, 2019, such reimbursement amounted to $8,007.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

A summary of the Fund’s transactions in AB mutual funds for the year ended April 30, 2019 is as follows:

 

Fund

  Market Value
4/30/18
(000)
    Purchases
at Cost
(000)
    Sales
Proceeds
(000)
    Market Value
4/30/19
(000)
    Dividend
Income
(000)
 

Government Money Market Portfolio

  $     3,659     $     91,767     $     90,236     $     5,190     $     118  

NOTE C

Investment Transactions

Purchases and sales of investment securities (excluding short-term investments) for the year ended April 30, 2019 were as follows:

 

     Purchases     Sales  

Investment securities (excluding U.S. government securities)

   $     112,737,353     $     20,098,872  

U.S. government securities

     – 0  –      – 0  – 

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

 

Cost

   $     133,196,514  
  

 

 

 

Gross unrealized appreciation

   $ 4,147,099  

Gross unrealized depreciation

     (15,510
  

 

 

 

Net unrealized appreciation

   $ 4,131,589  
  

 

 

 

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 year ended April 30, 2019.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE D

Shares of Beneficial Interest

Transactions in shares of beneficial interest were as follows:

 

             
     Shares           Amount        
     Year Ended
April 30,
2019
     September 12,
2017(a) to
April 30, 2018
          Year Ended
April 30,
2019
    September 12,
2017(a) to
April 30, 2018
       
  

 

 

   

Shares sold

     10,105,211        4,506,191       $ 99,653,683     $ 44,805,092    

 

   

Shares redeemed

     (873,773      (690,684       (8,652,224     (6,789,729  

 

   

Net increase

     9,231,438        3,815,507       $ 91,001,459     $ 38,015,363    

 

   

 

(a)

Commencement of operations.

NOTE E

Risks Involved in Investing in the Fund

ESG Risk—Applying environmental, social and corporate governance (“ESG”) and sustainability criteria to the investment process may exclude securities of certain issuers for non-investment reasons and therefore the Fund may forgo some market opportunities available to funds that do not use ESG or sustainability criteria. Securities selected based on ESG factors may shift into and out of favor depending on market and economic conditions, and the Fund’s performance may at times be better or worse than the performance of funds that do not use ESG or sustainability criteria.

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

Municipal Market Risk—This is the risk that special factors may adversely affect the value of municipal securities and have a significant effect on the yield or value of the Fund’s investments in municipal securities. These factors include economic conditions, political or legislative changes, 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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

and catastrophic natural disasters, such as hurricanes 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.

Tax Risk—There is no guarantee that all of the Fund’s income will remain exempt from federal or state income taxes. From time to time, the U.S. Government and the U.S. Congress consider changes in federal tax law that could limit or eliminate the federal tax exemption for municipal bond income, which would in effect reduce the income received by shareholders from the Fund by increasing taxes on that income. In such event, the Fund’s net asset value, or NAV, could also decline as yields on municipal bonds, which are typically lower than those on taxable bonds, would be expected to increase to approximately the yield of comparable taxable bonds. Actions or anticipated actions affecting the tax exempt status of municipal bonds could also result in significant shareholder redemptions of Fund shares as investors anticipate adverse effects on the Fund or seek higher yields to offset the potential loss of the tax deduction. As a result, the Fund would be required to maintain higher levels of cash to meet the redemptions, which would negatively affect the Fund’s yield. The federal income tax treatment of payments in respect of certain derivative contracts is unclear.

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

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.

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

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

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

Liquidity Risk—Liquidity risk exists when particular investments, such as lower-rated securities, are difficult to purchase or sell, possibly preventing the Fund from selling out of these illiquid securities at an advantageous price. The Fund is subject to liquidity risk because the market for municipal securities is generally smaller than many other markets. Derivatives and securities involving substantial market and credit risk tend to involve greater liquidity risk.

Derivatives Risk—The Fund may enter into derivative transactions such as forwards, options, futures and swaps. Derivatives may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate losses for the Fund, and subject to counterparty risk to a greater degree than more traditional investments. 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.

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.

NOTE F

Joint Credit Facility

A number of open-end mutual funds managed by the Adviser, including the Fund, participate in a $325 million revolving credit facility (the “Facility”) intended to provide short-term financing, if necessary, subject to certain restrictions in connection with abnormal redemption activity. Commitment fees related to the Facility are paid by the Adviser. The Fund did not utilize the Facility during the year ended April 30, 2019.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

NOTE G

Distributions to Shareholders

The tax character of distributions paid during the fiscal year ended April 30, 2019 and the period ended April 30, 2018 were as follows:

 

     2019      2018  

Distributions paid from:

     

Ordinary income

   $ 125,019      $ 31,913  
  

 

 

    

 

 

 

Total taxable distributions

     125,019        31,913  

Tax exempt distributions

     2,974,674        358,660  
  

 

 

    

 

 

 

Total distributions paid

   $     3,099,693      $     390,573  
  

 

 

    

 

 

 

As of April 30, 2019, the components of accumulated earnings/(deficit) on a tax basis were as follows:

 

Undistributed tax-exempt income

   $ 371,166  

Accumulated capital and other losses

     (184,411 )(a) 

Unrealized appreciation/(depreciation)

     4,131,589  
  

 

 

 

Total accumulated earnings/(deficit)

   $     4,318,344 (b) 
  

 

 

 

 

(a)

As of April 30, 2019, the Fund had a net capital loss carryforward of $184,411.

 

(b)

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

For tax purposes, net realized capital losses may be carried over to offset future capital gains, if any. Funds are permitted to carry forward capital losses for an indefinite period, and such losses will retain their character as either short-term or long-term capital losses. As of April 30, 2019, the Fund had a net short-term capital loss carryforward of $184,411, which may be carried forward for an indefinite period.

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

NOTE H

Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities which amends the amortization period for certain purchased callable debt securities held at a premium, shortening such period to the earliest call date. The ASU 2017-08 does not require any accounting change for debt securities held at a discount; the discount continues to be amortized to maturity. The ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. At this time, management is evaluating the implications of these changes on the financial statements.

 

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NOTES TO FINANCIAL STATEMENTS (continued)

 

In August 2018, the Financial Accounting Standards Board issued an Accounting Standards Update, ASU 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement which removes, modifies and adds disclosures to Topic 820. The amendments in this ASU 2018-13 (“ASU”) apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this ASU are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has evaluated the impact of the amendments and elected to early adopt the ASU. The adoption of this ASU did not have a material impact on the disclosure and presentation of the financial statements of the Fund.

In October 2018, the U.S. Securities and Exchange Commission adopted amendments to certain disclosure requirements included in Regulation S-X that had become “redundant, duplicative, overlapping, outdated or superseded, in light of the other Commission disclosure requirements, GAAP or changes in the information environment.” The compliance date for the amendments to Regulation S-X was November 5, 2018 (for reporting period end dates of September 30, 2018 or after). Management has adopted the amendments which simplified certain disclosure requirements on the financial statements.

NOTE I

Subsequent Events

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

 

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FINANCIAL HIGHLIGHTS

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

 

    Year Ended
April 30,
2019
   

September 12,
2017(a) to

April 30,
2018

 
 

 

 

 

Net asset value, beginning of period

    $  9.79       $  10.00  
 

 

 

 

Income From Investment Operations

   

Net investment income(b)

    .33       .18  

Net realized and unrealized gain (loss) on investment transactions

    .40       (.22
 

 

 

 

Net increase (decrease) in net asset value from operations

    .73       (.04
 

 

 

 

Less: Dividends

   

Dividends from net investment income

    (.33     (.17
 

 

 

 

Net asset value, end of period

    $  10.19       $  9.79  
 

 

 

 

Total Return

   

Total investment return based on net asset value(c)

    7.56  %      (.44 )% 

Ratios/Supplemental Data

   

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

    $132,964       $37,341  

Ratio to average net assets of:

   

Net investment income

    3.35  %      2.89  %^ 

Portfolio turnover rate

    23  %      8  % 

 

(a)

Commencement of operations.

 

(b)

Based on average shares outstanding.

 

(c)

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

 

^

Annualized.

See notes to financial statements.

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

 

To the Board of Trustees of AB Corporate Shares and Shareholders of AB Impact Municipal Income Shares:

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of AB Impact Municipal Income Shares (the “Fund”) (one of the series constituting AB Corporate Shares (the “Trust”)), including the portfolio of investments, as of April 30, 2019, and the related statement of operations for the year then ended, the statements of changes in net assets and the financial highlights for the year then ended and the period September 12, 2017 (commencement of operations) to April 30, 2018 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund (one of the series constituting AB Corporate Shares) at April 30, 2019, the results of its operations for the year then ended, the changes in its net assets and its financial highlights for the year then ended and the period September 12, 2017 (commencement of operations) to April 30, 2018, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

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

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

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures

 

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REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM (continued)

 

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of April 30, 2019, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

LOGO

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

New York, New York

June 26, 2019

 

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RESULTS OF STOCKHOLDER MEETING

(unaudited)

 

A Special Meeting of Shareholders of AB Corporate Shares (the “Company”)—AB Impact Municipal Income Shares (the “Fund”) was held on October 11, 2018 and adjourned until December 11, 2018. A description of each proposal and the number of shares voted at the Meeting are as follows (the proposal numbers shown below correspond to the proposal number in the Fund’s proxy statement):

 

1.

To approve and vote upon the election of Trustees for the Company, each such Trustee to serve for a term of indefinite duration and until his or her successor is duly elected and qualifies.

 

Trustee:

   Voted
For:
     Authority
Withheld:
 

Michael J. Downey

     266,472,540        1,668,188  

William H. Foulk, Jr.*

     266,472,540        1,668,188  

Nancy P. Jacklin

     266,472,540        1,668,188  

Robert M. Keith

     266,472,540        1,668,188  

Carol C. McMullen

     266,472,540        1,668,188  

Gary L. Moody

     266,472,540        1,668,188  

Marshall C. Turner, Jr.

     266,472,540        1,668,188  

Earl D. Weiner

     266,472,540        1,668,188  

 

2.

To vote upon the approval of new advisory agreements for the Fund with AllianceBernstein L.P.

 

Voted
For
    Voted
Against
    Abstained     Broker-Non
Votes
 
  6,040,106       – 0  –      322,807       – 0  – 

 

*

Mr. Foulk retired on December 31, 2018.

 

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BOARD OF TRUSTEES

 

Marshall C. Turner, Jr.(1), Chairman

Michael J. Downey(1)

Nancy P. Jacklin(1)

  

Robert M. Keith, President and Chief Executive Officer

Carol C. McMullen(1)

Garry L. Moody(1)

Earl D. Weiner(1)

OFFICERS

Robert “Guy” B. Davidson III(2), Vice President

Eric A. Glass(2), Vice President

Matthew J. Norton(2), Vice President

Emilie D. Wrapp, Secretary

  

Michael B. Reyes, Senior Analyst

Joseph J. Mantineo, Treasurer and Chief Financial Officer

Phyllis J. Clarke, Controller

Vincent S. Noto, Chief Compliance Officer

 

Custodian and Accounting Agent

State Street Bank and Trust Company
State Street Corporation CCB/5
1 Iron Street
Boston, MA 02210

 

Principal Underwriter

AllianceBernstein Investments, Inc.
1345 Avenue of the Americas
New York, NY 10105

 

  

Legal Counsel

Seward & Kissel LLP

One Battery Park Plaza

New York, NY 10004

 

 

 

Independent Registered Public Accounting Firm

Ernst & Young LLP

5 Times Square

New York, NY 10036

Transfer Agent

AllianceBernstein Investor Services,
Inc.

P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672

 

1

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

 

2

The day-to-day management of, and investment decisions for, the Trust’s Portfolio are made by the Impact Municipal Investment Team. Messrs. Davidson III, Glass and Norton are the investment professionals primarily responsible for the day-to-day management of the Trust’s Portfolio.

 

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MANAGEMENT OF THE FUND

 

Board of Trustees Information

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

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INTERESTED TRUSTEE      

Robert M. Keith,#

1345 Avenue of the Americas

New York, NY 10105
59

(2010)

  Senior Vice President of AllianceBernstein L.P. (the “Adviser”) and the head of AllianceBernstein Investments, Inc. (“ABI”) since July 2008; Director of ABI and President of the AB Mutual Funds. Previously, he served as Executive Managing Director of ABI from December 2006 to June 2008. Prior to joining ABI in 2006, Executive Managing Director of Bernstein Global Wealth Management, and prior thereto, Senior Managing Director and Global Head of Client Service and Sales of the Adviser’s institutional investment management business since 2004. Prior thereto, he was Managing Director and Head of North American Client Service and Sales in the Adviser’s institutional investment management business with which he had been associated since prior to 2004.     92     None
     

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES    
Marshall C. Turner, Jr.,##
Chairman of the Board
77
(2005)
  Private Investor since prior to 2014. Former Chairman and CEO of Dupont Photomasks, Inc. (components of semi-conductor manufacturing). Formerly, he was a director of SunEdison, Inc. (solar materials and power plants) since 2007 until July 2014. He has extensive operating leadership, and venture capital investing experience, including five interim or full-time CEO roles, and prior service as general partner of institutional venture capital partnerships. He also has extensive non-profit board leadership experience, and currently serves on the boards of two education and science-related non-profit organizations. He has served as a director of one AB Fund since 1992, and director or trustee of multiple AB Funds since 2005. He has been Chairman of the AB Funds since January 2014, and the Chairman of the Independent Directors Committees of such AB Funds since February 2014.     92     Xilinx, Inc. (programmable logic semi-conductors) since 2007

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES    

Michael J. Downey,##
75

(2005)

  Private Investor since prior to 2014. Formerly, Chairman of The Asia Pacific Fund, Inc. (registered investment company) since prior to 2014 until January 2019; managing partner of Lexington Capital, LLC (investment advisory firm) from December 1997 until December 2003. He served as a Director of Prospect Acquisition Corp. (financial services) from 2007 until 2009. From 1987 until 1993, Chairman and CEO of Prudential Mutual Fund Management, director of the Prudential mutual funds, and member of the Executive Committee of Prudential Securities, Inc. He has served as a director or trustee of the AB Funds since 2005.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   
Nancy P. Jacklin,##
71
(2006)
  Private Investor since prior to 2014. Professorial Lecturer at the Johns Hopkins School of Advanced International Studies (2008-2015). U.S. Executive Director of the International Monetary Fund (which is responsible for ensuring the stability of the international monetary system), (December 2002-May 2006); Partner, Clifford Chance (1992-2002); Sector Counsel, International Banking and Finance, and Associate General Counsel, Citicorp (1985-1992); Assistant General Counsel (International), Federal Reserve Board of Governors (1982-1985); and Attorney Advisor, U.S. Department of the Treasury (1973-1982). Member of the Bar of the District of Columbia and of New York; and member of the Council on Foreign Relations. She has served as a director or trustee of the AB Funds since 2006 and has been Chair of the Governance and Nominating Committees of the AB Funds since August 2014.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Carol C. McMullen,##

63
(2016)

  Managing Director of Slalom Consulting (consulting) since 2014, private investor and member of the Partners Healthcare Investment Committee. Formerly, Director of Norfolk & Dedham Group (mutual property and casualty insurance) from 2011 until November 2016; Director of Partners Community Physicians Organization (healthcare) from 2014 until December 2016; and Managing Director of The Crossland Group (consulting) from 2012 until 2013. She has held a number of senior positions in the asset and wealth management industries, including at Eastern Bank (where her roles included President of Eastern Wealth Management), Thomson Financial (Global Head of Sales for Investment Management), and Putnam Investments (where her roles included Head of Global Investment Research). She has served on a number of private company and non-profit boards, and as a director or trustee of the AB Funds since June 2016.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

NAME,

ADDRESS*, AGE AND

(YEAR FIRST ELECTED**)

 

PRINCIPAL

OCCUPATION(S),

DURING PAST FIVE YEARS

AND OTHER INFORMATION***

  PORTFOLIOS
IN AB FUND
COMPLEX
OVERSEEN BY
TRUSTEE
   

OTHER
PUBLIC COMPANY
DIRECTORSHIPS
CURRENTLY
HELD BY

TRUSTEE

INDEPENDENT TRUSTEES

(continued)

   

Garry L. Moody,##
67

(2008)

  Independent Consultant. Formerly, Partner, Deloitte & Touche LLP (1995-2008) where he held a number of senior positions, including Vice Chairman, and U.S. and Global Investment Management Practice Managing Partner; President, Fidelity Accounting and Custody Services Company (1993-1995), where he was responsible for accounting, pricing, custody and reporting for the Fidelity mutual funds; and Partner, Ernst & Young LLP (1975-1993), where he served as the National Director of Mutual Fund Tax Services and Managing Partner of its Chicago Office Tax department. He is a member of the Trustee Advisory Board of BoardIQ, a biweekly publication focused on issues and news affecting directors of mutual funds. He has served as a director or trustee, and as Chairman of the Audit Committees, of the AB Funds since 2008.     92     None
     
Earl D. Weiner,##
79
(2007)
  Of Counsel, and Partner prior to January 2007, of the law firm Sullivan & Cromwell LLP and is a former member of the ABA Federal Regulation of Securities Committee Task Force to draft editions of the Fund Director’s Guidebook. He also serves as a director or trustee of various non-profit organizations and has served as Chairman or Vice Chairman of a number of them. He has served as a director or trustee of the AB Funds since 2007 and served as Chairman of the Governance and Nominating Committees of the AB Funds from 2007 until August 2014.     92     None

 

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MANAGEMENT OF THE FUND (continued)

 

 

*

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

 

**

There is no stated term of office for the Trustees.

 

***

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

 

#

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

 

##

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

 

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MANAGEMENT OF THE FUND (continued)

 

Officer Information

Certain information concerning the Fund’s Officers is listed below.

 

NAME, ADDRESS*
AND AGE
   POSITION(S)
HELD WITH FUND
  

PRINCIPAL OCCUPATION

DURING PAST 5 YEARS

Robert M. Keith

59

   President and Chief Executive Officer    See biography above.
     

Robert “Guy” B. Davidson III

58

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Eric A. Glass

48

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Matthew J. Norton

36

   Vice President    Senior Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Emilie D. Wrapp

63

   Secretary    Senior Vice President, Assistant General Counsel and Assistant Secretary of ABI**, with which she has been associated since prior to 2014.
     

Michael B. Reyes

42

   Senior Analyst    Vice President of the Adviser**, with which he has been associated since prior to 2014.
     

Joseph J. Mantineo

60

   Treasurer and Chief Financial Officer    Senior Vice President of AllianceBernstein Investor Services, Inc. (“ABIS”)**, with which he has been associated since prior to 2014.
     

Phyllis J. Clarke

58

   Controller    Vice President of ABIS**, with which she has been associated since prior to 2014.
     

Vincent S. Noto

54

   Chief Compliance Officer    Senior Vice President since 2015 and Mutual Fund Chief Compliance Officer of the Adviser** since 2014. Prior thereto, he was Vice President and Director of Mutual Fund Compliance of the Adviser** since 2012.

 

*

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

 

**

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

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

 

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Information Regarding the Review and Approval of the Fund’s Proposed New Advisory Agreements and Interim Advisory Agreement in the Context of Potential Assignments

As described in more detail in the Proxy Statement for the AB Funds dated August 20, 2018, the Boards of the AB Funds, at a meeting held on July 31-August 2, 2018, approved new advisory agreements with the Adviser (the “Proposed Agreements”) for the AB Funds, including AB Corporate Shares in respect of AB Impact Municipal Income Shares (the “Fund”), in connection with the planned disposition by AXA S.A. of its remaining shares of AXA Equitable Holdings, Inc. (the indirect holder of a majority of the partnership interests in the Adviser and the indirect parent of AllianceBernstein Corporation, the general partner of the Adviser) in one or more transactions and the related potential for one or more “assignments” (within the meaning of section 2(a)(4) of the Investment Company Act) of the advisory agreements for the AB Funds, including the Fund’s Advisory Agreement, resulting in the automatic termination of such advisory agreements.

At the same meeting, the AB Boards also considered and approved interim advisory agreements with the Adviser (the “Interim Advisory Agreements”) for the AB Funds, including the Fund, to be effective only in the event that stockholder approval of a Proposed Agreement had not been obtained as of the date of one or more transactions resulting in an “assignment” of the Adviser’s advisory agreements, resulting in the automatic termination of such advisory agreements.

The shareholders of the Fund subsequently approved the Proposed Agreements at an annual meeting of shareholders called for the purpose of electing Directors and voting on the Proposed Agreements.

A discussion regarding the basis for the Boards’ approvals at the meeting held on July 31-August 2, 2018 is set forth below.

At a meeting of the AB Boards held on July 31-August 2, 2018, the Adviser presented its recommendation that the Boards consider and approve the Proposed Agreements. Section 15(c) of the 1940 Act provides that, after an initial period, a Fund’s Current Agreement and current sub-advisory agreement, as applicable, will remain in effect only if the Board, including a majority of the Independent Directors, annually reviews and approves them. Each of the Current Agreements had been approved by a Board within the one-year period prior to approval of its related Proposed Agreement, except that the Current Agreements for certain FlexFee funds were approved in February 2017. In connection with their approval of the Proposed Agreements, the Boards considered their conclusions in connection with their most recent approvals of the Current Agreements, in particular in cases where the last approval of a Current Agreement was relatively recent, including the Boards’ general satisfaction with the nature and quality of services being provided and, as applicable, in the case of

 

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certain Funds, actions taken or to be taken in an effort to improve investment performance or reduce expense ratios. The Directors also reviewed updated information provided by the Adviser in respect of each Fund. Also in connection with their approval of the Proposed Agreements, the Boards considered a representation made to them at that time by the Adviser that there were no additional developments not already disclosed to the Boards since their most recent approvals of the Current Agreements that would be a material consideration to the Boards in connection with their consideration of the Proposed Agreements, except for matters disclosed to the Boards by the Adviser. The Directors considered the fact that each Proposed Agreement would have corresponding terms and conditions identical to those of the corresponding Current Agreement with the exception of the effective date and initial term under the Proposed Agreement.

The Directors considered their knowledge of the nature and quality of the services provided by the Adviser to each Fund gained from their experience as directors or trustees of 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 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 each Fund.

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 management fees of the Funds they oversee. 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 Funds, and the overall arrangements between the Funds and the Adviser, as provided in the Proposed Agreements, including the management fees, were fair and reasonable in light of the services performed under the Current Agreements and to be performed under the Proposed Agreements, expenses incurred and to be 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 to be provided by the Adviser under the Proposed Agreements, including the quality of the investment research capabilities of the Adviser and the other resources

 

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it has dedicated to performing services for the Funds. They also considered the information that had been provided to them by the Adviser concerning the anticipated implementation of the Plan and the Adviser’s representation that it did not anticipate that such implementation would affect the management or structure of the Adviser, have a material adverse effect on the Adviser, or adversely affect the quality of the services provided to the Funds by the Adviser and its affiliates. The Directors noted that the Adviser from time to time reviews each 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 each Fund’s portfolio management team and other senior personnel of the Adviser. The Directors also considered that certain Proposed Agreements, similar to the corresponding Current Agreements, provide that the Funds will reimburse the Adviser for the cost to it of providing certain clerical, accounting, administrative and other services to the Funds by employees of the Adviser or its affiliates. Requests for these reimbursements are made on a quarterly basis and subject to approval by the Directors. The Directors noted that the Adviser did not request any reimbursements from certain Funds in the Fund’s latest fiscal year reviewed. The Directors noted that the methodology to be used to determine the reimbursement amounts had been reviewed by an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. The quality of administrative and other services, including the Adviser’s role in coordinating the activities of the Funds’ other service providers, also was considered. The Directors of each Fund concluded that, overall, they were satisfied with the nature, extent and quality of services to be provided to the Funds under the Proposed Agreement for the Fund.

Costs of Services to be Provided and Profitability

The Directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of each Fund to the Adviser for calendar years 2016 and 2017, as applicable, that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Funds’ former Senior Officer/Independent Compliance Officer. 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 a Fund, including those relating to its subsidiaries that provide transfer agency, distribution and brokerage services to the Fund, as applicable. The Directors recognized that it is difficult to make comparisons of the profitability of the Proposed Agreements 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

 

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the Adviser’s relationship with each Fund before taxes and distribution expenses, as applicable. The Directors noted that certain Funds were not profitable to the Adviser in one or more periods reviewed. The Directors concluded that the Adviser’s level of profitability from its relationship with the other Funds was not unreasonable. The Directors were unable to consider historical information about the profitability of certain Funds that had recently commenced operations and for which historical profitability information was not available. The Adviser agreed to provide the Directors with profitability information in connection with future proposed continuances of the Proposed Agreements.

Fall-Out Benefits

The Directors considered the other benefits to the Adviser and its affiliates from their relationships with the Funds, including, but not limited to, as applicable, benefits relating to soft dollar arrangements (whereby investment advisers receive brokerage and research services from brokers that execute agency transactions for their clients) in the case of certain Funds; 12b-1 fees and sales charges received by the principal underwriter (which is a wholly owned subsidiary of the Adviser) in respect of certain classes of the shares of most of the Funds; brokerage commissions paid by certain Funds to brokers affiliated with the Adviser; and transfer agency fees paid by most of the Funds to a wholly owned subsidiary of the Adviser. The Directors recognized that the Adviser’s profitability would be somewhat lower, and that a Fund’s unprofitability to the Adviser would be exacerbated, without these benefits. The Directors understood that the Adviser also might derive reputational and other benefits from its association with the Funds.

Investment Results

In addition to the information reviewed by the Directors in connection with the Board meeting at which the Proposed Agreements were approved, the Directors receive detailed performance information for the Funds at each regular Board meeting during the year.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ underperformance in certain periods. The Directors also reviewed updated performance information and, in some cases, discussed with the Adviser the reasons for changes in performance or continued underperformance. On the basis of this review, the Directors concluded that each Fund’s investment performance was acceptable.

Management Fees and Other Expenses

The Directors considered the management fee rate payable by each Fund to the Adviser and information prepared by an independent service provider (the ‘‘15(c) provider’’) concerning management fee rates payable by

 

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other funds in the same category as the Fund. The Directors recognized that it is difficult to make comparisons of management fees because there are variations in the services that are included in the fees paid by other funds. The Directors compared each Fund’s contractual management fee rate with a peer group median, and where applicable, took into account the impact on the management fee rate of the administrative expense reimbursement paid to the Adviser in the latest fiscal year. In the case of the ACS Funds, the Directors noted that the management fee rate is zero but also were cognizant that the Adviser is indirectly compensated by the wrap fee program sponsors that use the ACS Funds as an investment vehicle for their clients.

The Directors also considered the Adviser’s fee schedule for other clients pursuing a similar investment style to each Fund. For this purpose, they reviewed the relevant advisory fee information from the Adviser’s Form ADV and in a report from the Funds’ Senior Analyst and noted the differences between a Fund’s fee schedule, on the one hand, and the Adviser’s institutional fee schedule and the schedule of fees charged by the Adviser to any offshore funds and for services to any sub-advised funds pursuing a similar investment strategy as the Fund, on the other, as applicable. The Directors noted that the Adviser may, in some cases, agree to fee rates with large institutional clients that are lower than those reviewed by the Directors and that they had previously discussed with the Adviser its policies in respect of such arrangements. The Adviser also informed the Directors that, in the case of certain Funds, there were no institutional products managed by the Adviser that have a substantially similar investment style. The Directors also discussed these matters with their independent fee consultant.

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

 

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offshore fund and sub-advised fund clients as compared to the Funds, and the different risk profile, the Directors considered these fee comparisons inapt and did not place significant weight on them in their deliberations.

The Directors noted that many of the Funds may invest in shares of exchange-traded funds (‘‘ETFs’’), subject to the restrictions and limitations of the 1940 Act as these may be varied as a result of exemptive orders issued by the SEC. The Directors also noted that ETFs pay advisory fees pursuant to their advisory contracts. The Directors concluded, based on the Adviser’s explanation of how it uses ETFs when they are the most cost-effective way to obtain desired exposures, in some cases pending purchases of underlying securities, that each Fund’s management fee would be for services that would be in addition to, rather than duplicative of, the services provided under the advisory contracts of the ETFs.

With respect to each Fund’s management fee, the Directors considered the total expense ratio of the Fund in comparison to a peer group and peer universe selected by the 15(c) service provider. The Directors also considered the Adviser’s expense caps for certain Funds. The Directors view expense ratio information as relevant to their evaluation of the Adviser’s services because the Adviser is responsible for coordinating services provided to a Fund by others.

The Boards’ consideration of each Proposed Agreement was informed by their most recent approval of the related Current Agreement, and, in the case of certain Funds, their discussion with the Adviser of the reasons for those Funds’ expense ratios in certain periods. The Directors also reviewed updated expense ratio information and, in some cases, discussed with the Adviser the reasons for the expense ratios of certain Funds. On the basis of this review, the Directors concluded that each Fund’s expense ratio was acceptable.

The Directors did not consider comparative expense information for the ACS Funds because those Funds do not bear ordinary expenses.

Economies of Scale

The Directors noted that the management fee schedules for certain Funds do not contain breakpoints and that they had discussed their strong preference for breakpoints in advisory contracts with the Adviser. The Directors took into consideration prior presentations by an independent consultant on economies of scale in the mutual fund industry and for the Funds, and by the Adviser concerning certain of its views on economies of scale. The Directors also had requested and received from the Adviser certain updates on economies of scale in advance of the Board meeting. The Directors believe that economies of scale may be realized (if at all) by the Adviser across a variety of products and services, and not only in respect of a single fund. The Directors noted that there is no established methodology for setting breakpoints that give effect to the fund-specific

 

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services provided by a fund’s adviser and to the economies of scale that an adviser may realize in its overall mutual fund business or those components of it which directly or indirectly affect a fund’s operations. The Directors observed that in the mutual fund industry as a whole, as well as among funds similar to each Fund, there is no uniformity or pattern in the fees and asset levels at which breakpoints (if any) apply. The Directors also noted that the advisory agreements for many funds do not have breakpoints at all. The Directors informed the Adviser that they would monitor the asset levels of the Funds without breakpoints and their profitability to the Adviser and anticipated revisiting the question of breakpoints in the future if circumstances warrant doing so.

The Directors did not consider the extent to which fee levels in the Advisory Agreement for the ACS Funds reflect economies of scale because that Advisory Agreement does not provide for any compensation to be paid to the Adviser by the ACS Funds and the expense ratio of each of those Funds is zero.

Interim Advisory Agreements

In approving the Interim Advisory Agreements, the Boards, with the assistance of independent counsel, considered similar factors to those considered in approving the Proposed Agreements. The Interim Advisory Agreements approved by the Boards are identical to the Proposed Agreements, as well as the Current Agreements, in all material respects except for their proposed effective and termination dates and provisions intended to comply with the requirements of the relevant SEC rule, such as provisions requiring escrow of advisory fees. Under the Interim Advisory Agreements, the Adviser would continue to manage a Fund pursuant to an Interim Advisory Agreement until a new advisory agreement was approved by stockholders or until the end of the 150-day period, whichever would occur earlier. All fees earned by the Adviser under an Interim Advisory Agreement would be held in escrow pending shareholder approval of the Proposed Agreement. Upon approval of a new advisory agreement by stockholders, the escrowed management fees would be paid to the Adviser, and the Interim Advisory Agreement would terminate.

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

The disinterested trustees (the “directors”) of AB Corporate Shares (the “Company”) unanimously approved the continuance of the Company’s Advisory Agreement with the Adviser in respect of AB Impact Municipal Income Shares (the “Fund”) at a meeting held on November 6-8, 2018 (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

 

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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 materials from an outside consultant, who acted as their independent fee consultant, and comparative analytical data prepared by the Senior Analyst for the Fund. The directors also discussed the proposed continuance in private sessions with counsel.

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

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

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

 

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their business judgment. The material factors and conclusions that formed the basis for the directors’ determinations included the following:

Nature, Extent and Quality of Services Provided

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

Costs of Services Provided and Profitability

The directors reviewed a schedule of the revenues and expenses and related notes indicating the profitability of the Fund to the Adviser for the period ended December 31, 2017 that had been prepared with an expense allocation methodology arrived at in consultation with an independent consultant retained by the Fund’s former Senior Officer/Independent Compliance Officer. The directors noted the assumptions and methods of allocation used by the Adviser in preparing fund-specific profitability data and understood that there are a number of potentially acceptable allocation methodologies for information of this type. The directors noted that the profitability information reflected all revenues and expenses of the Adviser’s relationship with the Fund. The directors recognized that it is difficult to make comparisons of the profitability of the Advisory Agreement with the profitability of fund advisory contracts for unaffiliated funds because comparative information is not generally publicly available and is affected by numerous factors. The directors focused on the profitability of the Adviser’s relationship with the Fund before taxes and distribution expenses. The directors noted that the Fund was not profitable to the Adviser in the period reviewed.

Fall-Out Benefits

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

 

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Investment Results

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

At the Meeting, the directors reviewed performance information prepared by an independent service provider (the “15(c) service provider”), showing the performance of the Fund against a group of similar funds (“peer group”) and a larger group of similar funds (“peer universe”), each selected by the 15(c) service provider, and information prepared by the Adviser showing the Fund’s performance against a broad-based securities market index, in each case for the period ended July 31, 2018. The directors were cognizant that the Fund was neither designed nor offered as a standalone investment and was intended to serve solely as a component of certain separately managed accounts (“SMAs”). The Adviser had explained that this attribute made it difficult to select an appropriate benchmark for the Fund. At the directors’ request, the Adviser provided information showing the weighting of the Fund in a current SMA and the overall performance of the SMA versus its stated benchmark. Based on their review, the directors concluded that the Fund’s investment performance was acceptable.

Advisory Fees

The directors considered the advisory fee rate payable by the Fund to the Adviser (zero) and information provided by the 15(c) service provider showing the fees payable by other fund families used in wrap fee programs similar to that of the Fund. The directors recognized that it is difficult to make comparisons of advisory fees because there are variations in the services that are included in the fees payable by other funds.

The directors noted the unusual arrangements in the Advisory Agreement providing for no advisory fee but were cognizant that the Adviser is indirectly compensated by the Sponsors for its services to the Fund. The directors reviewed the fee arrangements between the Adviser and each of the current Sponsors and noted that such fees were negotiated on an arm’s length basis and were within the range of fees paid by wrap fee sponsors to other advisers of similar funds. While the Adviser’s fee arrangements with the Sponsors vary, the directors acknowledged the Adviser’s view that a portion of such fees (less the expenses of the Fund paid by the Adviser) may reasonably be viewed as compensating the Adviser for advisory services it provides to the Fund (the “implied fee”) and that the Adviser believes that while the Sponsors pay the Adviser different fee rates, the rate of fee attributable to Fund management at the Fund level is the same for all Sponsors. The directors also considered the fee rate schedules used by other registered investment companies that invest in fixed income securities that are advised by the Adviser.

 

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The Adviser informed the directors that there were no institutional products managed by the Adviser that have a substantially similar investment style as the Fund.

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

Economies of Scale

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

 

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

 

 

AB FAMILY OF FUNDS

 

US EQUITY

US CORE

Core Opportunities Fund

FlexFee US Thematic Portfolio

Select US Equity Portfolio

US GROWTH

Concentrated Growth Fund

Discovery Growth Fund

FlexFee Large Cap Growth Portfolio

Growth Fund

Large Cap Growth Fund

Small Cap Growth Portfolio

US VALUE

Discovery Value Fund

Equity Income Fund

Relative Value Fund

Small Cap Value Portfolio

Value Fund

INTERNATIONAL/ GLOBAL EQUITY

INTERNATIONAL/ GLOBAL CORE

FlexFee International Strategic Core Portfolio

Global Core Equity Portfolio

International Portfolio

International Strategic Core Portfolio

Sustainable Global Thematic Fund

Tax-Managed International Portfolio

Tax-Managed Wealth Appreciation Strategy

Wealth Appreciation Strategy

INTERNATIONAL/ GLOBAL GROWTH

Concentrated International Growth Portfolio

FlexFee Emerging Markets Growth Portfolio

INTERNATIONAL/ GLOBAL EQUITY (continued)

Sustainable International Thematic Fund

INTERNATIONAL/ GLOBAL 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 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

FlexFee High Yield Portfolio

FlexFee International Bond Portfolio

Global Bond Fund

High Income Fund

Income Fund

Intermediate Bond Portfolio

Limited Duration High Income Portfolio

Short Duration Portfolio

ALTERNATIVES

All Market Real Return Portfolio

Global Real Estate Investment Fund

Select US Long/Short Portfolio

Unconstrained Bond Fund

MULTI-ASSET

All Market Income Portfolio

All Market Total Return Portfolio

Conservative Wealth Strategy

Emerging Markets Multi-Asset Portfolio

Global Risk Allocation Fund

Tax-Managed All Market Income Portfolio

TARGET-DATE

Multi-Manager Select Retirement Allocation Fund

Multi-Manager Select 2010 Fund

Multi-Manager Select 2015 Fund

Multi-Manager Select 2020 Fund

Multi-Manager Select 2025 Fund

Multi-Manager Select 2030 Fund

Multi-Manager Select 2035 Fund

Multi-Manager Select 2040 Fund

Multi-Manager Select 2045 Fund

Multi-Manager Select 2050 Fund

Multi-Manager Select 2055 Fund

Multi-Manager Select 2060 Fund

CLOSED-END FUNDS

AllianceBernstein Global High Income Fund

AllianceBernstein National Municipal Income Fund

 

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

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

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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NOTES

 

 

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LOGO

AB IMPACT MUNICIPAL INCOME SHARES

1345 Avenue of the Americas

New York, NY 10105

800 221 5672

 

IMISH-0151-0419                 LOGO


ITEM 2. CODE OF ETHICS.

(a) The registrant has adopted a code of ethics that applies to its principal executive officer, principal financial officer and principal accounting officer. A copy of the registrant’s code of ethics is filed herewith as Exhibit 12(a)(1).

(b) During the period covered by this report, no material amendments were made to the provisions of the code of ethics adopted in 2(a) above.

(c) During the period covered by this report, no implicit or explicit waivers to the provisions of the code of ethics adopted in 2(a) above were granted.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

The registrant’s Board of Directors has determined that independent directors William H. Foulk, Jr., Garry L. Moody and Marshall C. Turner, Jr. qualify as audit committee financial experts.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(a) - (c) The following table sets forth the aggregate fees billed* by the independent registered public accounting firm Ernst & Young LLP, for the Fund’s last two fiscal years, for professional services rendered for: (i) the audit of the Fund’s annual financial statements included in the Fund’s annual report to stockholders; (ii) assurance and related services that are reasonably related to the performance of the audit of the Fund’s financial statements and are not reported under (i), which include advice and education related to accounting and auditing issues, quarterly press release review (for those Funds that issue quarterly press releases), and preferred stock maintenance testing (for those Funds that issue preferred stock); and (iii) tax compliance, tax advice and tax return preparation.

 

            Audit-Related  
            Audit Fees      Fees      Tax Fees  

AB Corp Income Shares

     2018      $   32,537      $     —        $   23,125  
     2019      $ 32,537      $ —        $ 24,243  

AB Taxable Multi-Sector Income Shares

     2018      $ 36,041      $ —        $ 23,343  
     2019      $ 36,041      $ —        $ 23,758  

AB Municipal Income Shares

     2018      $ 45,353      $ —        $ 24,667  
     2019      $ 45,353      $ —        $ 26,166  

AB Impact Municipal Income Shares

     2018      $ 22,298      $ —        $ 10,235  
     2019      $ 29,731      $ —        $ 22,320  

 

*

The Fund’s Adviser absorbs all ordinary Fund expenses, including the Fund’s audit fees, audit-related fees and tax fees.

(d) Not applicable.

(e) (1) Beginning with audit and non-audit service contracts entered into on or after May 6, 2003, the Fund’s Audit Committee policies and procedures require the pre-approval of all audit and non-audit services provided to the Fund by the Fund’s independent registered public accounting firm. The Fund’s Audit Committee policies and procedures also require pre-approval of all audit and non-audit services provided to the Adviser and Service Affiliates to the extent that these services are directly related to the operations or financial reporting of the Fund.


(e) (2) All of the amounts for Audit Fees, Audit-Related Fees and Tax Fees in the table under Item 4 (a) – (c) are for services pre-approved by the Fund’s Audit Committee.

(f) Not applicable.

(g) The following table sets forth the aggregate non-audit services provided to the Fund, the Fund’s Adviser and entities that control, are controlled by or under common control with the Adviser that provide ongoing services to the Fund (“Service Affiliates”):

 

            All Fees for
Non-Audit Services
Provided to the
Portfolio, the Adviser
and Service Affiliates
     Total Amount of
Foregoing Column
Pre-approved by the
Audit Committee
(Portion Comprised of
Audit Related Fees)
(Portion Comprised of
Tax Fees)
 

AB Corp Income Shares

     2018      $   849,815      $     23,125  
         $ —    
         $ (23,125
     2019      $ 415,236      $ 24,243  
         $ —    
         $ (24,243

AB Taxable Multi-Sector Income Shares

     2018      $ 850,033      $ 23,343  
         $ —    
         $ (23,343
     2019      $ 414,751      $ 23,758  
         $ —    
         $ (23,758

AB Municipal Income Shares

     2018      $ 851,357      $ 24,667  
         $ —    
         $ (24,667
     2019      $ 417,159      $ 26,166  
         $ —    
         $ (26,166

AB Impact Municipal Income Shares

     2018      $ 836,925      $ 10,235  
         $ —    
         $ (10,235
     2019      $ 413,313      $ 22,320  
         $ —    
         $ (22,320

(h) The Audit Committee of the Fund has considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Fund’s independent registered public accounting firm to the Adviser and Service Affiliates is compatible with maintaining the auditor’s independence.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable to the registrant.

ITEM 6. SCHEDULE OF INVESTMENTS.

Please see Schedule of Investments contained in the Report to Shareholders included under Item 1 of this Form N-CSR.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.


ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable to the registrant.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable to the registrant.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There have been no material changes to the procedures by which shareholders may recommend nominees to the Fund’s Board of Directors since the Fund last provided disclosure in response to this item.

ITEM 11. CONTROLS AND PROCEDURES.

(a) The registrant’s principal executive officer and principal financial officer have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3 (c) under the Investment Company Act of 1940, as amended) are effective at the reasonable assurance level based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document.

(b) There were no significant changes in the registrant’s internal controls over financial reporting during the second fiscal quarter of the period that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


ITEM 12. EXHIBITS

The following exhibits are attached to this Form N-CSR:

 

EXHIBIT NO.

 

DESCRIPTION OF EXHIBIT

12 (a) (1)   Code of Ethics that is subject to the disclosure of Item 2 hereof
12 (b) (1)   Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (b) (2)   Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 (c)   Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): AB Corporate Shares

 

By:  

/s/ Robert M. Keith

  Robert M. Keith
  President
Date:   June 28, 2019

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ Robert M. Keith

  Robert M. Keith
  President
Date:   June 28, 2019
By:  

/s/ Joseph J. Mantineo

  Joseph J. Mantineo
  Treasurer and Chief Financial Officer
Date:   June 28, 2019