EX-99.77M MERGERS 4 planofacquisition.txt ACQUISITION AB Bond Fund, Inc. Exhibit 77Q1 -- High Yield Portfolio 811-02383 AGREEMENT AND PLAN OF ACQUISITION AND LIQUIDATION RELATING TO THE ACQUISITION OF THE ASSETS AND LIABILITIES OF THE AB HIGH YIELD PORTFOLIO OF THE AB POOLING PORTFOLIOS As of May 6, 2016 This Agreement and Plan of Acquisition and Liquidation the Plan is made as of this 6th day of May, 2016, by and among AB Bond Fund, Inc. the Company, a Maryland corporation, on behalf of its series, AB High Yield Portfolio the Acquiring Portfolio; AB Pooling Portfolios the Trust, a Massachusetts business trust, on behalf of its series, AB High Yield Portfolio the Portfolio. WHEREAS, the Portfolio and the Acquiring Portfolio are each series of entities registered as open-end management investment companies with the Securities and Exchange Commission the SEC under the Investment Company Act of 1940, as amended the 1940 Act; WHEREAS, the parties desire that the Portfolio transfer all of its assets to the Acquiring Portfolio in exchange for Class Z shares of the Acquiring Portfolio of equal net asset value Acquisition Shares and that the Acquiring Portfolio assume the liabilities of the Portfolio and distribute the Acquisition Shares to shareholders of the Portfolio the Acquisition; and that the Portfolio thereafter liquidate and terminate; and WHEREAS, the parties intend that the Acquisition qualify as a reorganization within the meaning of Section 368a of the United States Internal Revenue Code of 1986, as amended the Code, and any successor provisions, and that with respect to the Acquisition, the Acquiring Portfolio and the Portfolio will each be a party to a reorganization within the meaning of Section 368b of the Code; Now, therefore, the Company, on behalf of the Acquiring Portfolio, and the Trust, on behalf of the Portfolio, agree as follows: 1. Definitions In addition to the terms elsewhere defined herein, each of the following terms shall have the meaning indicated for that term as follows: 1934 Act Securities Exchange Act of 1934, as amended. 1933 Act Securities Act of 1933, as amended. Assets All assets of any kind and all interests, rights, privileges and powers of or attributable to the Portfolio or its shares, as appropriate, whether or not determinable at the appropriate Effective Time and wherever located, including, without limitation, all cash, cash equivalents, securities, commodities, futures interests, claims whether absolute or contingent, known or unknown, accrued or unaccrued or conditional or unmatured, contract rights and receivables including dividend and interest receivables owned by the Portfolio or attributable to its shares and any deferred or prepaid expense shown as an asset on the Portfolios books. Closing Date Shall be on such date following the date that shareholders of the Portfolio approve the Plan as the parties may agree. Declaration The Trusts Agreement and Declaration of Trust. Effective Time 10:00 a.m. Eastern time on the Closing Date, or such other time as the parties may agree to in writing. Financial Statements The audited financial statements of the relevant Portfolio for its most recently completed fiscal year. Portfolio The Acquiring Portfolio and/or the Portfolio, as the case may be. Liabilities All liabilities, expenses and obligations of any kind whatsoever of the Portfolio, whether known or unknown, accrued or unaccrued, absolute or contingent or conditional or unmatured, except that expenses of the Acquisition contemplated hereby to be paid by the Portfolio pursuant to Section 24 of the Plan and which shall not be assumed or paid by the Acquiring Portfolio shall not fall within the definition of Liabilities for purposes of this Plan. N-14 Registration Statement The Registration Statement of the Company with respect to the Acquiring Portfolio on Form N-14 under the 1940 Act that will register the Acquisition Shares to be issued in the Acquisition and will include the proxy materials necessary for the shareholders of the Portfolio to approve the Acquisition. Valuation Time The close of regular session trading on the New York Stock Exchange NYSE on the day before the Closing Date or such other time as may be mutually agreed upon, when for purposes of the Plan, the Acquiring Portfolio determines its net asset value per Acquisition Share and the Portfolio determines the net value of the Assets. NAV A Portfolios net asset value per share, which is calculated by valuing and totaling its assets and then subtracting its liabilities and then dividing the balance by the number of shares that are outstanding. 2. Regulatory Filings The Company, on behalf of the Acquiring Portfolio, shall promptly prepare and file the N-14 Registration Statement with the SEC, and the Company and the Trust, on behalf of each Portfolio, also shall make any other required or appropriate filings with respect to the actions contemplated hereby. 3. Shareholder Action As soon as practicable after the effective date of the N-14 Registration Statement, the Portfolio shall request that the shareholders of the Portfolio consider and vote upon the Plan and such other matters as the Board of Trustees may determine by written consent. Such approval by the shareholders of the Portfolio shall, to the extent necessary to permit the consummation of the transactions contemplated herein without violating any investment objective, policy or restriction of the Portfolio, be deemed to constitute approval by the shareholders of a temporary amendment of any investment objective, policy or restriction that would otherwise be inconsistent with or violated upon the consummation of such transactions solely for the purpose of consummating such transactions. 4. Transfer of the Portfolios Assets The Acquiring Portfolio and the Portfolio shall take the following steps with respect to the Acquisition, as applicable: a On or prior to the Closing Date, the Portfolio shall pay or provide for the payment of all of the Liabilities, expenses, costs and charges of or attributable to the Portfolio that are known to the Portfolio and that are due and payable prior to or as of the Closing Date. b On or prior to the Valuation Date, except to the extent prohibited by Rule 19b-1 under the 1940 Act, the Portfolio will declare to Portfolio shareholders of record a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing a all the excess of i Portfolios investment income excludable from gross income under Section 103a of the Code over ii Portfolios deductions disallowed under Sections 265 and 171a2 of the Code, b all of Portfolios investment company taxable income as defined in Code Section 852, computed in each case without regard to any deduction for dividends paid, and c all of Portfolios net realized capital gain as defined in Code Section 1222, if any after reduction for any capital loss carryover, in each case for both the taxable year ending on December 31, 2015, and for the short taxable year beginning on January 1, 2016, and ending on the Closing Date. Such dividends will be declared and paid to ensure continued qualification of the Portfolio as a regulated investment company for tax purposes and to eliminate Portfolio-level tax. c At the Effective Time, the Portfolio shall assign, transfer, deliver and convey the Assets to the Acquiring Portfolio, subject to the Liabilities. The Acquiring Portfolio shall then accept the Assets and assume the Liabilities such that at and after the Effective Time i the Assets at and after the Effective Time shall become and be assets of the Acquiring Portfolio, and ii the Liabilities at the Effective Time shall attach to the Acquiring Portfolio, and shall be enforceable against the Acquiring Portfolio to the same extent as if initially incurred by the Acquiring Portfolio. d Within a reasonable time prior to the Closing Date, the Portfolio shall provide, if requested, a list of the Assets to the Acquiring Portfolio. The Portfolio may sell any asset on such list prior to the Effective Time. After the Portfolio provides such list, the Portfolio will not acquire any additional securities or permit to exist any encumbrances, rights, restrictions or claims not reflected on such list, without the approval of the Acquiring Portfolio. Within a reasonable time after receipt of the list and prior to the Closing Date, the Acquiring Portfolio will advise the Portfolio in writing of any investments shown on the list that the Acquiring Portfolio has determined to be inconsistent with its investment objective, policies and restrictions. The Portfolio will dispose of any such securities prior to the Closing Date to the extent practicable and consistent with applicable legal requirements, including the Portfolios investment objectives, policies and restrictions. In addition, if the Acquiring Portfolio determines that, as a result of the Acquisition, the Acquiring Portfolio would own an aggregate amount of an investment that would exceed a percentage limitation applicable to the Acquiring Portfolio, the Acquiring Portfolio will advise the Portfolio in writing of any such limitation and the Portfolio shall dispose of a sufficient amount of such investment as may be necessary to avoid the limitation as of the Effective Time, to the extent practicable and consistent with applicable legal requirements, including the Portfolios investment objectives, policies and restrictions. e The Portfolio shall assign, transfer, deliver and convey the Assets to the Acquiring Portfolio at the Effective Time on the following basis: 1 The value of the Assets less the Liabilities of the Portfolio, determined as of the Valuation Time, shall be divided by the then NAV of one Acquisition Share, and, in exchange for the transfer of the Assets by the Portfolio to the Acquiring Portfolio, the Acquiring Portfolio shall assume the Liabilities and simultaneously issue and deliver to the Portfolio the number of Acquisition Shares, rounded to the fourth decimal place or such other decimal place as the parties may agree to in writing; 2 The NAV of each Acquisition Share to be delivered to the Portfolio shall be the NAV determined as of the Valuation Time in accordance with the Companys then applicable valuation procedures, and the NAV of the Assets to be conveyed to the Acquiring Portfolio shall be determined as of the Valuation Time in accordance with the then applicable valuation procedures of the Trust and the value of the assets to be conveyed; 3 The number of Acquisition Shares including fractional shares, if any to be delivered to the Portfolio shall be determined by dividing the aggregate net assets of the Portfolio by the NAV per share of the Acquiring Portfolio determined in accordance with Section 4e2 of this Plan; and 4 The portfolio securities of the Portfolio shall be made available by the Portfolio to Brown Brothers Harriman, as custodian for the Acquiring Portfolio the Custodian, for examination no later than five business days preceding the Valuation Time. On the Closing Date, such portfolio securities and all the Portfolios cash shall be delivered by the Portfolio to the Custodian for the account of the Acquiring Portfolio, such portfolio securities to be duly endorsed in proper form for transfer in such manner and condition as to constitute good delivery thereof in accordance with the custom of brokers or, in the case of portfolio securities held in the U.S. Treasury Departments book-entry system or by The Depository Trust Company, Participants Trust Company or other third party depositories, by transfer to the account of the Custodian in accordance with Rule 17f-4, Rule 17f-5 or Rule 17f-7, as the case may be, under the 1940 Act and accompanied by all necessary federal and state stock transfer stamps or a check for the appropriate purchase price thereof. The cash delivered shall be in the form of currency or certified or official bank checks, payable to the order of the Custodian or shall be wired to an account pursuant to instructions provided by the Acquiring Portfolio. f Promptly after the Closing Date, the Portfolio will deliver to the Acquiring Portfolio a Statement of Assets and Liabilities of the Portfolio as of the Closing Date. 5. Liquidation and Termination of the Portfolio, Registration of Acquisition Shares and Access to Records The Portfolio and the Acquiring Portfolio also shall take the following steps, as applicable: a At or as soon as reasonably practical after the Effective Time, the Portfolio shall completely liquidate and terminate by transferring to its shareholders of record the Acquisition Shares it receives pursuant this Plan. The Acquiring Portfolio shall establish accounts on its share records and note on such accounts the names of the former Portfolio shareholders and the amount of Acquisition Shares that former Portfolio shareholders are due based on their respective holdings of shares of the Portfolio as of the close of business on the Closing Date. The Acquiring Portfolio shall not issue certificates representing Acquisition Shares in connection with such exchange. All issued and outstanding shares in connection with such exchange will be simultaneously cancelled on the books of the Portfolio. Ownership of Acquisition Shares will be shown on the books of the Acquiring Portfolios transfer agent. Following distribution by the Portfolio to its shareholders of all Acquisition Shares delivered to the Portfolio, the Portfolio shall wind up its affairs and shall take all steps as are necessary and proper to terminate its existence as soon as is reasonably possible after the Effective Time. b At and after the Closing Date, the Portfolio shall provide the Acquiring Portfolio and its transfer agent with immediate access to: i all records containing the names, addresses and taxpayer identification numbers of all of the Portfolios shareholders and the number and percentage ownership of the outstanding shares of the Portfolio owned by shareholders as of the Effective Time, and ii all original documentation including all applicable Internal Revenue Service forms, certificates, certifications and correspondence relating to the Portfolio shareholders taxpayer identification numbers and their liability for or exemption from back-up withholding. The Portfolio shall preserve and maintain, or shall direct its service providers to preserve and maintain, records with respect to the Portfolio as required by Section 31 of, and Rules 31a-1 and 31a-2 under, the 1940 Act. 6. Certain Representations and Warranties of the Portfolio The Trust, on behalf of itself or the Portfolio, as applicable, represents and warrants to the Acquiring Portfolio as follows: a The Portfolio is a duly established series of the Trust, which is a Massachusetts business trust duly organized and validly existing and in good standing under the laws of the Commonwealth of Massachusetts. The Trust is registered with the SEC as an open-end management investment company under the 1940 Act and the registration of the Portfolio shares under the 1933 Act will be in full force and effect as of the Effective Time. b The Trust, on behalf of the Portfolio, has the power and all necessary federal, state and local qualifications and authorizations to own all of the Assets, to carry on its business, to enter into this Plan and to consummate the transactions contemplated herein. c The Board of Trustees of the Trust has duly authorized the execution and delivery of this Plan and the transactions contemplated herein with respect to the Portfolio. Duly authorized officers of the Trust, on behalf of the Portfolio, have executed and delivered the Plan. The Plan represents a valid and binding contract of the Trust, on behalf of the Portfolio, enforceable against the Portfolio in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium, and other similar laws of general applicability relating to or affecting creditors rights and to general equity principles. The execution and delivery of this Plan by the Trust does not, and, subject to the approval of shareholders referred to in Section 3 hereof, the consummation of the transactions contemplated by this Plan will not, violate federal securities laws or Massachusetts law, or the Trusts Declaration or Bylaws or any material agreement to which the Portfolio is subject. Except for the approval of the Portfolios shareholders and the Board of Trustees of the Trust, the Trust does not need to take any other action to authorize its officers to effectuate this Plan and the transactions contemplated herein on behalf of the Portfolio. d The Portfolio is a separate series of the Trust that is treated as a separate corporation from each other series of the Trust under Section 851g of the Code. The Portfolio has qualified as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code, and has been eligible for taxation under Section 852b of the Code, in respect of each taxable year since the commencement of its operations and intends to continue to qualify as a regulated investment company for its taxable year that includes the Closing Date. e The information pertaining to the Portfolio included within the N-14 Registration Statement when filed with the SEC, when Part A of the N- 14 Registration Statement is distributed to shareholders, and at the Effective Time, insofar as it relates to the Portfolio, shall i comply in all material respects with the applicable provisions of the 1933 Act and the 1940 Act, and the rules and regulations thereunder and applicable state securities laws, and ii not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. f The Trust has duly authorized and validly issued all issued and outstanding shares of the Portfolio, and all such shares are fully paid and nonassessable and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. There are no outstanding options, warrants or other rights to subscribe for or purchase any of the shares of the Portfolio, and there are no securities convertible into shares of the Portfolio. g The Trust shall operate its business in the ordinary course between the date hereof and the Effective Time. Such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions referred to in Section 4b hereof. h At the Effective Time, the Portfolio will have good and marketable title to the Assets and full right, power and authority to assign, transfer, deliver and convey the Assets. i The Financial Statements of the Portfolio, a copy of which has been previously delivered to the Acquiring Portfolio, fairly present the financial position of the Portfolio as of the Portfolios most recent fiscal year-end and the results of the Portfolios operations and changes in the Portfolios net assets for the periods indicated. j To the knowledge of the Portfolio, the Portfolio has no liabilities, whether or not determined or determinable, other than the liabilities disclosed or provided for in its Financial Statements or liabilities incurred in the ordinary course of business subsequent to the date of the most recent Financial Statement referencing liabilities and reflected in its NAV. k To the knowledge of the Portfolio, except as has been disclosed in writing to the Acquiring Portfolio, no claims, actions, suits, investigations or proceedings of any type are pending or threatened against the Portfolio or any of its properties or assets or any person whom the Portfolio may be obligated to indemnify in connection with such litigation, proceeding or investigation. Subject to the foregoing, there are no facts that the Portfolio has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against the Portfolio. The Portfolio is not a party to nor subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect, its financial condition, results of operations, or the Assets or its ability to consummate the transactions contemplated by the Plan. l Except for agreements entered into or granted in the ordinary course of its business, in each case under which no material default exists, and this Plan, the Portfolio is not a party to or subject to any material contract or other commitments, which if terminated, may result in material liability to the Portfolio or under which whether or not terminated any material payment for periods subsequent to the Closing Date will be due from the Portfolio. m The Trust has filed or will file its federal income tax returns, copies of which have been previously made available or will be made available to the Acquiring Portfolio, for all taxable years ending on or before the Closing Date, and has paid or will pay all taxes shown as due on such returns. All of the Portfolios tax liabilities will have been adequately provided for on its books. No such return is currently under audit and no unpaid assessment has been asserted with respect to such returns. To the best of the Trusts knowledge, it will not have any tax deficiency or liability asserted against it or question with respect thereto raised, and it will not be under audit by the Internal Revenue Service or by any state or local tax authority for taxes in excess of those already paid. The Trust will timely file its federal income tax return for each subsequent taxable year including its current taxable year. n Since the date of the Financial Statements of the Portfolio, except for the information that has been disclosed to the Boards of the Trust and the Company and that has been reflected in the Information Statement/Prospectus concerning the net assets of the Portfolio, there has been no material adverse change in the Portfolios financial condition, results of operations, business, or Assets. For this purpose, negative investment performance shall not be considered a material adverse change. o The Portfolios investment operations from inception to the date hereof have been in compliance in all material respects with the investment policies and investment restrictions set forth in its prospectus or prospectuses and statement or statements of additional information as in effect from time to time, except as previously disclosed in writing to the Acquiring Portfolio. p The Acquisition Shares to be issued to the Portfolio pursuant to paragraph 4e1 will not be acquired for the purpose of making any distribution thereof other than to the Portfolio shareholders as provided in paragraph 4e1. q The Trust, or its agents, i holds or has obtained a valid Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for United States Withholding or other appropriate series of Form W-8, as the case may be or Form W-9, Request for Taxpayer Identification Number and Certification, for each Portfolio shareholder of record, which Form W-8 or Form W-9 can be associated with reportable payments made by the Portfolio to such shareholder, and/or ii has otherwise timely instituted any required backup withholding procedures with respect to such shareholder as provided by Section 3406 of the Code and the regulations thereunder. 7. Certain Representations and Warranties of the Acquiring Portfolio The Company, on behalf of itself or the Acquiring Portfolio, as applicable, represents and warrants to the Portfolio as follows: a The Acquiring Portfolio is a duly established series of the Company, which is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland. The Company is registered with the SEC as an open-end management investment company under the 1940 Act and the registration of the Acquiring Portfolio shares under the 1933 Act will be in full force and effect as of the Effective Time. b The Company, on behalf of the Acquiring Portfolio, has the power and all necessary federal, state and local qualifications and authorizations to own all of its assets, to carry on its business, to enter into this Plan and to consummate the transactions contemplated herein. c The Board of Directors of the Company has duly authorized execution and delivery of this Plan and the transactions contemplated herein on behalf of the Company, on behalf of the Acquiring Portfolio. Duly authorized officers of the Acquiring Portfolio have executed and delivered the Plan. The Plan represents a valid and binding contract of the Company, on behalf of the Acquiring Portfolio, enforceable against the Acquiring Portfolio in accordance with its terms, subject as to enforcement to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors rights and to general equity principles. The execution and delivery of this Plan by the Company does not, and the consummation of the transactions contemplated by this Plan will not, violate the federal securities laws or Maryland law or the Companys Charter or Bylaws or any material agreement to which the Acquiring Portfolio is subject. Except for the approval of the Board of Directors of the Company, the Company does not need to take any other action to authorize its officers to effectuate the Plan and the transactions contemplated herein on behalf of the Acquiring Portfolio. d The Acquiring Portfolio is a separate series of the Company that is treated as a separate corporation from each other series of the Company under Section 851g of the Code. The Acquiring Portfolio has qualified as a regulated investment company under Part I of Subchapter M of Subtitle A, Chapter 1, of the Code and is eligible for taxation under Section 852b of the Code for the taxable year that will include the Closing Date and expects to so qualify for each subsequent taxable year. e The N-14 Registration Statement, when filed with the SEC, when Part A of the N-14 Registration Statement is distributed to shareholders of the Portfolio and at the Effective Time, insofar as it relates to the Acquiring Portfolio, shall i comply in all material respects with the applicable provisions of the 1933 Act and the 1940 Act, and the rules and regulations thereunder and applicable state securities laws and ii not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading. f The Company has duly authorized and validly issued all issued and outstanding shares of the Acquiring Portfolio, and all such shares are fully paid and non-assessable and were offered for sale and sold in conformity with the registration requirements of all applicable federal and state securities laws. The Acquiring Portfolio has duly authorized the Acquisition Shares referred to in Section 4e hereof to be issued and delivered to the Portfolio as of the Effective Time. When issued and delivered, such Acquisition Shares shall be validly issued, fully paid and non-assessable, and no shareholder of the Acquiring Portfolio shall have any preemptive right of subscription or purchase in respect of any such share. There are no outstanding options, warrants or other rights to subscribe for or purchase any Acquisition Shares, nor are there any securities convertible into Acquisition Shares. g To the knowledge of the Acquiring Portfolio, except as has been disclosed in writing to the Portfolio, no claims, actions, suits, investigations or proceedings of any type are pending or threatened against the Acquiring Portfolio or any of its properties or assets or any person whom the Acquiring Portfolio may be obligated to indemnify in connection with such litigation, proceeding or investigation. Subject to the foregoing, there are no facts that the Acquiring Portfolio currently has reason to believe are likely to form the basis for the institution of any such claim, action, suit, investigation or proceeding against the Acquiring Portfolio. The Acquiring Portfolio is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that adversely affects, or is reasonably likely to adversely affect its financial condition, results of operations, its assets or its ability to consummate the transactions contemplated by this Plan. h Except for agreements entered into or granted in the ordinary course of its business, in each case under which no material default exists, the Acquiring Portfolio is not a party to or subject to any material contract, debt instrument, employee benefit plan, lease, franchise, license or permit of any kind or nature whatsoever. i The Acquiring Portfolio will use all reasonable efforts to obtain the approvals and authorizations required by the 1933 Act, the 1940 Act and such state securities laws as it may deem appropriate in order to continue its operations after the Closing Date. 8. Conditions to the Obligations of the Acquiring Portfolio and the Portfolio The obligations of the Acquiring Portfolio and the Portfolio with respect to the Acquisition shall be subject to the following conditions precedent: a The shareholders of the Portfolio shall have approved the Acquisition in the manner required by the Declaration of the Trust, its Bylaws and applicable law. If shareholders of the Portfolio fail to approve this Plan providing for the Acquisition as required, that failure shall release the Portfolios of their obligations under this Plan. b The Acquiring Portfolio and the Portfolio shall have delivered to the other party a certificate dated as of the Closing Date and executed in its name by its Secretary or an Assistant Secretary, in a form reasonably satisfactory to the receiving party, stating that the representations and warranties of the Acquiring Portfolio or the Portfolio, as applicable, in this Plan that apply to the Acquisition are true and correct in all material respects at and as of the Valuation Time. c The Acquiring Portfolio and the Portfolio shall have performed and complied in all material respects with each of its representations and warranties required by this Plan to be performed or complied with by it prior to or at the Valuation Time and the Effective Time. d There shall have been no material adverse change in the financial condition, results of operations, business, properties or assets of the Portfolio since the date of its most recent financial statement. Negative investment performance shall not be considered a material adverse change. e The Acquiring Portfolio and the Portfolio shall have received an opinion of Seward & Kissel LLP reasonably satisfactory to each of them, substantially to the effect that for federal income tax purposes: (1) the Acquisition will constitute a reorganization within the meaning of Section 368a of the Code and that each of the Acquiring Portfolio and the Portfolio will be a party to a reorganization within the meaning of Section 368b of the Code; (2) no gain or loss will be recognized by the Portfolio on the transfer of all of the Portfolios Assets to the Acquiring Portfolio solely in exchange for the Acquisition Shares and the assumption by the Acquiring Portfolio of the Liabilities, or upon the distribution of the Acquisition Shares to shareholders of the Portfolio; (3) the tax basis in the hands of the Acquiring Portfolio of each Asset of the Portfolio will be the same as the tax basis of such Asset in the hands of the Portfolio immediately prior to the transfer thereof, increased by the amount of gain or decreased by the amount of loss, if any, recognized by the Portfolio on the transfer; (4) the holding period of each Asset of the Portfolio in the hands of the Acquiring Portfolio, other than Assets with respect to which gain or loss is required to be recognized, will include in each instance the period during which such Asset was held by the Portfolio except where investment activities of the Acquiring Portfolio have the effect of reducing or eliminating the holding period with respect to an Asset; (5) no gain or loss will be recognized by the Acquiring Portfolio upon its receipt of the Assets of the Portfolio solely in exchange for Acquisition Shares and the assumption of the Liabilities; (6) no gain or loss will be recognized by the shareholders of the Portfolio upon the exchange of their Portfolio shares for Acquisition Shares as part of the Acquisition; (7) the aggregate tax basis of the Acquisition Shares that each shareholder of the Portfolio receives in the Acquisition will be the same as the aggregate tax basis of the Portfolio shares exchanged therefor; and (8) each Portfolio shareholders holding period for the Acquisition Shares received in the Acquisition will include the period for which such shareholder held the Portfolio shares exchanged therefor, provided that the shareholder held such Portfolio shares as capital assets on the date of the exchange. The opinion will be based on certain factual certifications made by officers of the Portfolios and will also be based on customary assumptions and subject to certain qualifications. The opinion is not a guarantee that the tax consequences of the Acquisition will be as described above. Notwithstanding this subparagraph e, Seward & Kissel LLP will express no view with respect to the effect of the Acquisition on any transferred asset as to which any unrealized gain or loss is required to be recognized at the end of a taxable year or on the termination or transfer thereof under federal income tax principles. Each Portfolio shall agree to make and provide to Seward & Kissel LLP additional factual representations with respect to the Portfolios that are reasonably necessary to enable Seward & Kissel LLP to deliver the tax opinion. Notwithstanding anything in this Plan to the contrary, neither Portfolio may waive in any material respect the conditions set forth under this subparagraph e. f The N-14 Registration Statement shall have become effective under the 1933 Act as to the Acquisition Shares, and the SEC shall not have instituted and, to the knowledge of the Acquiring Portfolio, is not contemplating instituting any stop order suspending the effectiveness of the N-14 Registration Statement. g No action, suit or other proceeding shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, the Acquisition. h The SEC shall not have issued any unfavorable advisory report under Section 25b of the 1940 Act nor instituted any proceeding seeking to enjoin consummation of the Acquisition under Section 25c of the 1940 Act. i Neither party shall have terminated this Plan with respect to the Acquisition pursuant to Section 13 of this Plan. 9. Conditions to the Obligations of the Portfolio The obligations of the Portfolio with respect to the Acquisition shall be subject to the following conditions precedent: a The Portfolio shall have received an opinion of Seward & Kissel LLP, counsel to the Company and the Acquiring Portfolio, in form and substance reasonably satisfactory to the Portfolio and dated as of the Closing Date, substantially to the effect that: (1) The Acquiring Portfolio is a series of a corporation duly incorporated, validly existing and in good standing under the laws of the State of Maryland and is a series of an open-end management investment company registered under the 1940 Act; (2) This Plan has been duly authorized, executed and delivered by the Company, on behalf of the Acquiring Portfolio, and, assuming the N-14 Registration Statement referred to in Section 2 of this Plan does not contain any material misstatements or omissions, and assuming due authorization, execution and delivery of this Plan by the Portfolio, represents a legal, valid and binding contract, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and similar laws relating to or affecting creditors rights generally and court decisions with respect thereto, and further subject to the application of equitable principles in any proceeding, whether at law or in equity or with respect to the enforcement of provisions of the Plan and the effect of judicial decisions which have held that certain provisions are unenforceable when their enforcement would violate an implied covenant of good faith and fair dealing or would be commercially unreasonable or when default under the Plan is not material; (3) The Acquisition Shares to be delivered as provided for by this Plan are duly authorized and upon delivery will be validly issued, fully paid and non-assessable by the Acquiring Portfolio; (4) The execution and delivery of this Plan did not, and the consummation of the Acquisition will not, violate the Charter of the Company, its Bylaws or any agreement of the Company, with respect to the Acquiring Portfolio, known to such counsel, after reasonable inquiry, and no approval of the Plan by the shareholders of the Acquiring Portfolio is required under the Companys Charter, Bylaws or applicable law; and (5) To the knowledge of such counsel, no consent, approval, authorization or order of any federal or state court or administrative or regulatory agency is required for the Company to enter into this Plan on behalf of the Acquiring Portfolio or carry out its terms, except those that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations under those Acts, if any, or that may be required under state securities laws or subsequent to the Effective Time or when the failure to obtain the consent, approval, authorization or order would not have a material adverse effect on the operation of the Company or the Acquiring Portfolio, as applicable. In rendering such opinion, Seward & Kissel LLP may i rely on the opinion of Venable LLP as to matters of Maryland law to the extent set forth in such opinion, ii make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, iii limit such opinion to applicable federal and state law, iv define the word knowledge and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and v rely on certificates of officers or directors of the Company as to factual matters. b The Portfolio shall have received a letter from the Adviser with respect to insurance matters in form and substance satisfactory to the Portfolio. 10. Conditions to the Obligations of the Company or the Acquiring Portfolio The obligations of the Company or the Acquiring Portfolio, as applicable, with respect to the Acquisition shall be subject to the following conditions precedent: a The Company, on behalf of the Acquiring Portfolio, shall have received an opinion of Seward & Kissel LLP, counsel to the Portfolio, in form and substance reasonably satisfactory to the Company and dated as of the Closing Date, substantially to the effect that: (1) The Portfolio is a duly established series of the Trust, which is a Massachusetts business trust duly organized and validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is an open-end management investment company registered under the 1940 Act; (2) This Plan has been duly authorized, executed and delivered by the Portfolio and, assuming the N-14 Registration Statement referred to in Section 2 of this Plan does not contain any material misstatements or omissions, and assuming due authorization, execution and delivery of this Plan by the Company, on behalf of the Acquiring Portfolio, represents a legal, valid and binding contract, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and transfer and similar laws relating to or affecting creditors rights generally and court decisions with respect thereto, and further subject to the application of equitable principles in any proceeding, whether at law or in equity or with respect to the enforcement of provisions of the Plan and the effect of judicial decisions which have held that certain provisions are unenforceable when their enforcement would violate an implied covenant of good faith and fair dealing or would be commercially unreasonable or when default under the Plan is not material; (3) The execution and delivery of this Plan did not, and the consummation of the Acquisition will not, violate the Declaration of the Trust, its Bylaws or any agreement of the Portfolio known to such counsel, after reasonable inquiry, and no approval of the Plan by the shareholders of the Acquiring Portfolio is required under the Companys Charter, Bylaws or applicable law; and (4) To the knowledge of such counsel, no consent, approval, authorization or order of any federal or state court or administrative or regulatory agency is required for the Portfolio to enter into the Plan or carry out its terms, except those that have been obtained under the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations under those Acts, if any, or that may be required under state securities laws or subsequent to the Effective Time or when the failure to obtain the consent, approval, authorization or order would not have a material adverse effect on the operation of the Portfolio. In rendering such opinion, Seward & Kissel LLP may i rely on the opinion of Dechert LLP as to matters of Massachusetts law, ii make assumptions regarding the authenticity, genuineness and/or conformity of documents and copies thereof without independent verification thereof, iii limit such opinion to applicable federal and state law, iv define the word knowledge and related terms to mean the knowledge of attorneys then with such firm who have devoted substantive attention to matters directly related to this Plan and v rely on certificates of officers or directors of the Portfolio as to factual matters. b The Company, on behalf of the Acquiring Portfolio, shall have received a letter from the Adviser agreeing to indemnify the Acquiring Portfolio in respect of certain liabilities of the Portfolio in form and substance satisfactory to the Company. 11. Closing a The Closing shall be held at the offices of the Portfolios, 1345 Avenue of the Americas, New York, New York 10105, or at such other time or place as the parties may agree. b In the event that at the Valuation Time a the NYSE shall be closed to trading or trading thereon shall be restricted, or b trading or the reporting of trading on the NYSE or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Portfolio or the Acquiring Portfolio is impracticable, the Closing Date shall be postponed until the first business day after the day when trading shall have been fully resumed and reporting shall have been restored; provided that if trading shall not be fully resumed and reporting restored within three business days of the Valuation Time, this Plan may be terminated by either the Portfolio or the Acquiring Portfolio upon the giving of written notice to the other party. c The Acquiring Portfolio will provide to the Portfolio evidence satisfactory to the Portfolio that Acquisition Shares issuable pursuant to the Acquisition have been credited to the Portfolios account on the books of the Acquiring Portfolio. After the Closing Date, the Acquiring Portfolio will provide to the Portfolio evidence satisfactory to the Portfolio that such Acquisition Shares have been credited to open accounts in the names of the Portfolio shareholders. d At the Closing, each party shall deliver to the other such bills of sale, instruments of assumption of liabilities, checks, assignments, stock certificates, receipts or other documents as such other party or its counsel may reasonably request in connection with the transfer of assets, assumption of liabilities and liquidation contemplated by the Plan. 12. Survival of Representations and Warranties a Except for Sections 6, 7, 14, 18, 19, 21, 22, 23 and 24, no representations, warranties or covenants in or pursuant to this Plan including certificates of officers shall survive the completion of the transactions contemplated herein. b Each party agrees to treat confidentially and as proprietary information of the other party all records and other information, including any information relating to portfolio holdings, of its Portfolio and not to use such records and information for any purpose other than the performance of its duties under the Plan; provided, however, that after prior notification of and written approval by party which approval shall not be withheld if the other party would be exposed to civil or criminal contempt proceedings for failure to comply when requested to divulge such information by duly constituted authorities having proper jurisdiction, and which approval shall not be withheld unreasonably in any other circumstance, the other party may disclose such records and/or information as so approved. 13. Termination of Plan A majority of the Directors/Trustees of either the Company or the Trust may terminate this Plan with respect to the Acquiring Portfolio or the Portfolio, respectively, at any time before the applicable Effective Time if: i the conditions precedent set forth in Sections 8, 9 or 10 as appropriate, are not satisfied; or ii either the Board of Directors/Trustees of the Company or the Trust determines that the consummation of the Acquisition is not in the best interests of the Portfolio or its shareholders and gives notice of such termination to the other party. 14. Governing Law This Plan and the transactions contemplated hereby shall be governed, construed and enforced in accordance with the laws of the State of New York, except to the extent preempted by federal law, without regard to conflicts of law principles. 15. Brokerage Fees Each party represents and warrants that there are no brokers or finders entitled to receive any payments in connection with the transactions provided for in the Plan. 16. Amendments The Company, on behalf of the Acquiring Portfolio, and the Trust, on behalf of the Portfolio, may, by agreement in writing authorized by its respective Board of Directors/Trustees, amend this Plan at any time before or after the shareholders of the Portfolio approve this Plan providing for the Acquisition. However, after shareholders of the Portfolio approve the Acquisition, the parties may not amend this Plan in a manner that materially alters the obligations of the other party. This Section 16 shall not preclude the parties from changing the Closing Date or the Effective Time by mutual agreement. 17. Waivers At any time prior to the Closing Date, either party may by written instrument signed by it i waive the effect of any inaccuracies in the representations and warranties made to it contained herein and ii waive compliance with any of the agreements, covenants or conditions made for its benefit contained herein. Any waiver shall apply only to the particular inaccuracy or requirement for compliance waived, and not any other or future inaccuracy or lack of compliance. 18. Indemnification of Directors The Acquiring Portfolio agrees that all rights to indemnification and all limitations of liability existing in favor of the Trusts current and former Trustees and officers, acting in their capacities as such, under the Trusts Declaration and Bylaws as in effect as of the date of this Plan shall survive the Acquisition as obligations of the Company or the Acquiring Portfolio, as applicable, and shall continue in full force and effect, without any amendment thereto, and shall constitute rights which may be asserted against the Acquiring Portfolio, its successors or assigns. 19. Cooperation and Further Assurances Each party will cooperate with the other in fulfilling its obligations under this Plan and will provide such information and documentation as is reasonably requested by the other in carrying out the Plans terms. Each party will provide such further assurances concerning the performance of its obligations hereunder and execute all documents for or in connection with the consummation of the Acquisition as, with respect to such assurances or documents, the other shall deem necessary or appropriate. 20. Updating of N-14 Registration Statement If at any time prior to the Effective Time, a party becomes aware of any untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements made in the N-14 Registration Statement not misleading, the party discovering the item shall notify the other party and the parties shall cooperate in promptly preparing, filing and clearing with the SEC and, if appropriate, distributing to shareholders appropriate disclosure with respect to such item. 21. Limitation on Liabilities The obligations of the Trust, the Portfolio, the Company and the Acquiring Portfolio shall not bind any of the directors/trustees, shareholders, nominees, officers, employees or agents of the Portfolio or the Company personally, but shall bind only the Trust, the Portfolio, the Company or the Acquiring Portfolio, as appropriate. The execution and delivery of this Plan by an officer of either party shall not be deemed to have been made by the officer individually or to impose any liability on the officer personally, but shall bind only the Trust or the Company, as appropriate. No other series of the Company shall be liable for the obligations of the Acquiring Portfolio. No other series of the Trust shall be liable for the obligations of the Portfolio. 22. Termination of the Portfolio If the parties complete the Acquisition, the Portfolio shall terminate its registration under the 1940 Act, the 1933 Act, and the 1934 Act and liquidate and terminate. 23. Notices Any notice, report, statement, certificate or demand required or permitted by any provision of the Plan shall be in writing and shall be given in person or by telecopy, certified mail or overnight express courier to: For the Portfolio: AB Pooling Portfolios-AB High Yield Portfolio 1345 Avenue of the Americas New York, New York 10105 Attention: Secretary For the Acquiring Portfolio: AB Bond Fund, Inc. - AB High Yield Portfolio 1345 Avenue of the Americas New York, New York 10105 Attention: Secretary 24. Expenses All expenses relating to the Acquisition shall be paid by the Portfolio. Notwithstanding the foregoing, expenses relating to the Acquisition will in any event be paid by the party directly incurring such expenses if and to the extent that the payment by another person of such expenses would result in a Portfolios failure to qualify for tax treatment as a regulated investment company within the meaning of Section 851 of the Code or would prevent the Acquisition from qualifying as a reorganization within the meaning of Section 368a of the Code. 25. General This Plan supersedes all prior agreements between the parties with respect to the subject matter hereof and may be amended only by a writing signed by both parties. The headings contained in this Plan are for reference only and shall not affect in any way the meaning or interpretation of this Plan. Whenever the context so requires, the use in the Plan of the singular will be deemed to include the plural and vice versa. Nothing in this Plan, expressed or implied, confers upon any other person any rights or remedies under or by reason of this Plan. Neither party may assign or transfer any right or obligation under this Plan without the written consent of the other party. In Witness Whereof, the parties hereto have executed this Plan as of the day and year first above written. AB Pooling Portfolios, on behalf of its series, AB High Yield Portfolio Attest: By: Name: ______________________ Name: ______________________ Title: ______________________ Title: ______________________ AB Bond Portfolio, Inc., on behalf of its series, AB High Yield Portfolio Attest: By: Name: ______________________ Name: ______________________ Title: ______________________ Title: ______________________ A-2 G-1 SK 00250 0157 7070685 v6 ablegal - 3102896 v1