Securities Purchased in
Underwritings Involving
Transactions with Sanford C.
Bernstein and Co.











Subject to Rule 10f-3 Under the
Investment Company Act of 1940























  10f-3 Transactions - July 1,
2014 - September 30, 2014























AB Funds







Portfolio
Security
Date
Purchased *
Shares
Purchased
Price per Share
Underwriting
Commission**
Shares
Purchased
by AB
including
the Funds
Total
Shares
Offered
% of Offering
Purchased by
AB including
the Funds
***
Purchased
From
Shares
Held
9/30/14
Price
per
Share
9/30/14












AB Small Cap
Growth
Portfolio
Otonomy,
Inc.
8/13/2014
110,297
$16.00
$1.1200
300,000
6,250,000
4.80%
J.P.
Morgan ^
246,855
$24.00
AVPS Small Cap
Growth
Portfolio
Otonomy,
Inc.
8/13/2014
6,726
$16.00
$1.1200
300,000
6,250,000
4.80%
J.P.
Morgan ^
14,173
$24.00
AB High Yield
Pooling
Portfolio
Travelport
Worldwide
Ltd.
9/25/2014
2,580
$16.00
$0.9600
11,260
30,000,000
0.04%
UBS?
2,580
$16.46
AB Credit
Long/Short
Portfolio
Travelport
Worldwide
Ltd.
9/25/2014
2,200
$16.00
$0.9600
11,260
30,000,000
0.04%
UBS?
0
N/A








































































* With respect to the transactions, the issuer including
the operations of any predecessors had been in business
for a period of at least three years, and the securities
purchased were 1 part
of an issue registered under the Securities Act of 1933
and offered to the public, 2 purchased prior to the end
of the first day on which any sales were made, at a
price not more than the price
paid by each other purchaser of securities in the
offering or in any concurrent offering of the securities
if not offered for subscription upon exercise of rights
or, if so offered, purchased on or
before the fourth day preceding the day on which the
rights offering terminated, and 3 offered pursuant to
an underwriting or similar agreement under which the
underwriters were
committed to purchase all of the securities offered,
except those purchased by others pursuant to a rights
offering, if the underwriters purchased any of the
securities.
** The commission, spread or profit received or to be
received by the principal underwriters was determined
by the appropriate officers of the Adviser to be
reasonable and fair compared to
the commission, spread or profit received by other
such persons in connection with the underwriting of
similar securities sold during a comparable period
of time.
*** Aggregate purchases by all AB buy-side clients,
including the Fund, did not exceed 25% of the pricipal
amount of the Offering.
^ Sanford C. Bernstein  Co., LLC SCBCo., an affiliated
broker-dealer of the Fund, was a co-manager of the
underwriting syndicate for this transaction and was
allocated 7.5% of the Offering.
Other members of the underwriting syndicate for the
Offering were as follows: Bank of America Merrill
Lynch and Piper Jaffray  Co.
^ Sanford C. Bernstein  Co., LLC SCBCo., an affiliated
broker-dealer of the Fund, was a co-manager of the
underwriting syndicate for this transaction and was
allocated 7.5% of the Offering.
Other members of the underwriting syndicate for the
Offering were as follows: Bank of America Merrill Lynch and Piper Jaffray  Co.




ablegal -  2971988 v1