AB FUNDS
501 Commerce Street
Nashville, TN 37203
June 27, 2025
VIA EDGAR CORRESPONDENCE
Division of Investment Management
Disclosure Review and Accounting Office
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attention: Shandy Pumphrey
Re: In the matter of the SEC Filings set forth in Appendix B hereto
Dear Ms. Pumphrey:
Attached as Appendix A are responses to the comments made during your phone conversation with Phyllis Clarke and other representatives of AllianceBernstein L.P. (the "Adviser" or "we") on May 28, 2025.
If you have any questions regarding our response, please do not hesitate to call me at 629.213.5769.
Sincerely,
/s/ Stephen Woetzel
Stephen Woetzel
Treasurer and Chief Financial
Officer of each Fund
cc: Michael Reyes, Senior Vice President of the Funds
Nancy Hay, AllianceBernstein L.P.
Stephen Laffey, AllianceBernstein L.P.
Vince Noto, AllianceBernstein L.P.
Jennifer Friedland, AllianceBernstein L.P.
Phyllis Clarke, AllianceBernstein L.P.
Appendix A
Comment #1
Tailored Shareholder Reports (“TSR”)
Consider adding a footnote within the semi-annual TSRs for the cost of $10K noting the percent is annualized.
Response #1:
The Adviser will include this disclosure going forward in the semi-annual TSRs.
Comment #2
Tailored Shareholder Reports (“TSR”)
Please explain if the hypothetical expense reflects a partial period or is annualized. If not a full year, please explain what the hypothetical expense would be.
Response #2:
The Adviser will add this explanation going forward.
Comment #3
Tailored Shareholder Reports (“TSR”)
The language relating to the Board’s approval of the advisory agreement was moved to the N-CSR, please remove the language regarding approval of the advisory agreement from the TSR. In future filings please consider adding information requested for item 11 under the section. If included in that section the disclosure should be in a format that is easily distinguished.
Response #3:
The Adviser intends to remove the disclosure relating to the Board’s approval of the advisory agreement from the TSRs going forward. This disclosure will be included in Item 11 in the N-CSRs.
Comment #4
Form N-CSR – All Funds
Form N-CSR items 7-11 should be posted to the website. Item 7 was included, but items 8-11 were not included. Please include on the website going forward the section on the Form N-CSR that contains the listing of 8-11.
Response #4:
The Adviser believes that the website is in compliance with the website availability requirements specified in the rule, as the links within the TSR direct the shareholder to the appropriate information required for items 7-11.
Comment #5
Tailored Shareholder Reports (“TSR”)
Please update website addresses within the TSR that direct the shareholder to performance information. The Staff noted the TSRs provide links to updated performance information, however, the links do not open to a page that shows performance information, just a listing of shareholder reports and holdings reports.
Response #5:
The Adviser intends to update the website to present a direct link to the performance information.
Comment #6
AB Sustainable Global Thematic Fund & Bernstein Fund, Inc.
Please explain why the TSRs were missing the disclosure stating, “The Fund’s past performance is not a good predictor of the Fund’s future performance”.
Response #6:
The Adviser will ensure the required disclosure is included in all future filings.
Comment #7
All Funds – Form N-CSR
Please explain how item 10 of Form N-CSR meets the requirements to disclose the aggregate renumeration paid by the company and reference the instruction noted in Form N-CSR item 10 as part of the response. Additionally, please consider including the information requested for item 10 under that section in the Form N-CSR.
Response #7:
The Adviser confirms that the aggregate renumeration paid by the company to all directors and advisory Board members is disclosed under item 7 on the statement of operations.
Comment #8
AB Cap Fund, AB Core Opportunities Fund, AB Equity Income Fund, AB Global Real Estate Investment Fund, AB Global Risk Allocation Fund, AB Trust, AB Variable Products Series Funds, & AB Active ETFs
Please explain why Form N-CSR items 10 and 11 point to item 1 and please explain why item 7 is listed as not applicable.
Response #8:
The Adviser confirms that “not applicable” and item 1 were inadvertently presented within the Form N-CSR. The Adviser will ensure that “not applicable” is removed from item 7 and that item 7 is properly referenced in items 10 and 11 for all future filings.
Comment #9
AB High Income Municipal Portfolio
Per Item C15 on Form N-CEN for affiliated brokers, AB High Income Municipal Portfolio paid $4k to Sanford C. Bernstein, an affiliate. Please explain why it was not disclosed in Form N-CSR.
Response #9:
The Adviser confirms that AB High Income Municipal Portfolio inadvertently omitted the $4k payment to Sanford C. Bernstein within the 5/31/24 annual financial statements. The Adviser will ensure all affiliated transactions are presented appropriately going forward.
Comment #10
Bernstein International Strategic Equities Portfolio
Form N-CSR period 9/30/24 for International Strategic Equities Portfolio received payment from affiliate of $53,150 during the period due to a NAV error, however, the Staff did not note an affirmative response in item B22 of Form N-CEN related to such payment. Please explain.
Response #10:
The Adviser confirms that International Strategic Equities Portfolio inadvertently provided a negative response regarding payment from an affiliate. The Adviser will ensure item B22 of Form N-CEN is updated appropriately going forward.
Comment #11
AB Sustainable Global Thematic Fund
Please explain why item B12 of Form N-CEN for AB Sustainable Global Thematic Fund denotes “No” for shareholder votes when there was a shareholder meeting held on July 18, 2024, to elect directors.
Response #11:
The Adviser confirms that AB Sustainable Global Thematic Fund inadvertently omitted the shareholder votes from item B12 on Form N-CEN. The Adviser will ensure item B12 of Form N-CEN is updated appropriately going forward.
Comment #12
AB Global Real Estate Investment Fund II
Line graph assumes a $10k investment however according to the prospectus, the institutional class has a minimum investment of $2MM. Please explain why the line graph does not show a $2MM investment.
Response #12:
The Fund’s prospectus refers to a minimum initial investment requirement of $10K for Bernstein clients and $2MM for certain other investors. As of June 24, 2025, 96% of the Fund’s shareholders have accounts with less than $2MM. Accordingly, we believe it is appropriate to assume a $10K investment in the line graph.
Comment #13
AB Sustainable Thematic Credit Portfolio, AB Active ETFs (AB Short Duration High Yield ETF, AB Corporate Bond ETF & AB High Yield ETF)
The Staff does not consider the Bloomberg US Corporate Bond Index to be a broad-based index. In future filings, please add an index that provide information about the performance of the Fund against a broader market. Please remember to describe this change in the following TSR. If you consider the noted index to be appropriate broad-base index, please explain why.
Response #13:
The Adviser believes that the Bloomberg US Corporate Bond Index is a broad-based index. The index is comprised of over 900 issuers and over 8000 individual CUSIPs. The Bloomberg US Corporate Bond Index is widely referenced as a primary broad-based benchmark by other fund firms.
Comment #14
Bernstein Small Cap Core Portfolio
Please describe which index is the broad-based index as the Russell 2000 is tagged as the broad-based index with the S&P 500 tagged as the additional index.
Response #14:
The Adviser confirms that the Portfolio’s broad-based index is the S&P 500, while the Russell 2000 is the additional index. The Adviser will ensure the tagging is updated in future filings.
Comment #15
AB Global Real Estate Investment Fund
Please tag additional indexes as only broad-based index was tagged.
Response #15:
The Adviser confirms that AB Global Real Estate Investment Fund inadvertently did not apply the appropriate tagging of the additional indexes.
Comment #16
AB Active ETFs
Please explain whether any of the creation/redemption fees charged by the ETFs are retained by the ETFs. If so, please disclose accounting policy for the fees, and disclose any fees that are paid to related parties.
Response #16:
The Adviser confirms creation/redemption fees are not retained by the ETFs.
Comment #17
AB Active ETFs
Please explain why Form N-CSR item 5 was marked as not applicable for the AB Active ETFs.
Response #17:
The Adviser confirms that AB Active ETFs inadvertently presented “not applicable” for Form N-CSR item 5. The Adviser will ensure Form N-CSR item 5 is presented appropriately for future filings.
Comment #18
AllianceBernstein National Municipal Income Fund
Please explain why an updated Form N-CSR was not used for the 10/31/24 annual report for Closed End AllianceBernstein National Municipal Income Fund. Confirm updated form will be used going forward.
Response #18:
The Adviser will use an updated Form N-CSR for AllianceBernstein National Municipal Income Fund for future filings.
Comment #19
AB Variable Products Series Funds
Certification - Item 4d of the Variable Products Series Fund certification required by item 19a of Form N-CSR filed for 12/31/24 does not appear to refer to the correct time period. Item 4d requires disclosure of any changes in the registrant’s internal control over financial reporting that occurred during the period covered by this report. Please file an amended Form N-CSR to include the correct form of certification and ensure the certification is signed with current date.
Response #19:
The Adviser will update this certification going forward and will file an amended Form N-CSR for 12/31/24.
Comment #20
AB Sustainable International Thematic Fund, AB Short Duration High Yield ETF and AB Short Duration Income ETF
In accordance with Rule 313 of Regulation S-T, please update the status of the following series classes from active to inactive.
Response #20:
The Adviser will update the status for AB Short Duration High Yield ETF and AB Short Duration Income ETF from active to inactive. The Adviser confirms that AB Sustainable International Thematic Fund is currently still active and should not be updated.
Appendix B
1940 Act File Number | Registrant Name | Series Name | Fiscal Year-End Reviewed |
811-07732 | AllianceBernstein Global High Income Fund, Inc. | ALLIANCEBERNSTEIN GLOBAL HIGH INCOME FUND, INC. | 3/31/2024 |
811-07618 | AB Municipal Income Fund II | AB Minnesota Portfolio | 5/31/2024 |
811-07618 | AB Municipal Income Fund II | AB New Jersey Portfolio | 5/31/2024 |
811-07618 | AB Municipal Income Fund II | AB Ohio Portfolio | 5/31/2024 |
811-07618 | AB Municipal Income Fund II | AB Pennsylvania Portfolio | 5/31/2024 |
811-07618 | AB Municipal Income Fund II | AB Virginia Portfolio | 5/31/2024 |
811-07618 | AB Municipal Income Fund II | AB Arizona Portfolio | 5/31/2024 |
811-07618 | AB Municipal Income Fund II | AB Massachusetts Portfolio | 5/31/2024 |
811-04791 | AB Municipal Income Fund, Inc. | AB National Portfolio | 5/31/2024 |
811-04791 | AB Municipal Income Fund, Inc. | AB New York Portfolio | 5/31/2024 |
811-04791 | AB Municipal Income Fund, Inc. | AB California Portfolio | 5/31/2024 |
811-04791 | AB Municipal Income Fund, Inc. | AB High Income Municipal Portfolio | 5/31/2024 |
811-03131 | AB Sustainable Global Thematic Fund, Inc. | AB SUSTAINABLE GLOBAL THEMATIC FUND, INC. | 7/31/2024 |
811-06554 | AB Global Bond Fund, Inc. | AB GLOBAL BOND FUND, INC. | 9/30/2024 |
811-23100 | Bernstein Fund, Inc. | International Strategic Equities Portfolio | 9/30/2024 |
811-23100 | Bernstein Fund, Inc. | International Small Cap Portfolio | 9/30/2024 |
811-23100 | Bernstein Fund, Inc. | Small Cap Core Portfolio | 9/30/2024 |
811-02383 | AB Bond Fund, Inc. | AB Income Fund | 10/31/2024 |
811-02383 | AB Bond Fund, Inc. | AB Total Return Bond Portfolio | 10/31/2024 |
811-02383 | AB Bond Fund, Inc. | AB Tax-Aware Fixed Income Opportunities Portfolio | 10/31/2024 |
811-02383 | AB Bond Fund, Inc. | AB Sustainable Thematic Credit Portfolio | 10/31/2024 |
811-02383 | AB Bond Fund, Inc. | AB All Market Real Return Portfolio | 10/31/2024 |
811-02383 | AB Bond Fund, Inc. | AB Bond Inflation Strategy | 10/31/2024 |
811-02383 | AB Bond Fund, Inc. | AB Municipal Bond Inflation Strategy | 10/31/2024 |
811-08188 | AB High Income Fund, Inc. | AB HIGH INCOME FUND, INC. | 10/31/2024 |
811-08403 | AB Institutional Funds, Inc. | AB Global Real Estate Investment Fund II | 10/31/2024 |
811-00126 | AB Relative Value Fund, Inc. | AB RELATIVE VALUE FUND, INC. | 10/31/2024 |
811-10573 | AllianceBernstein National Municipal Income Fund, Inc. | ALLIANCEBERNSTEIN NATIONAL MUNICIPAL INCOME FUND, INC | 10/31/2024 |
811-23799 | AB Active ETFs, Inc. | AB Corporate Bond ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB High Yield ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Conservative Buffer ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Short Duration High Yield ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Short Duration Income ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB International Low Volatility Equity ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB US High Dividend ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Ultra Short Income ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Tax-Aware Intermediate Municipal ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Core Plus Bond ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Tax-Aware Long Municipal ETF | 11/30/2024 |
1940 Act File Number | Registrant Name | Series Name | Fiscal Year-End Reviewed |
811-23799 | AB Active ETFs, Inc. | AB US Large Cap Strategic Equities ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Disruptors ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB Tax-Aware Short Duration Municipal ETF | 11/30/2024 |
811-23799 | AB Active ETFs, Inc. | AB US Low Volatility Equity ETF | 11/30/2024 |
811-01716 | AB CAP FUND, INC. | AB All China Equity Portfolio | 11/30/2024 |
811-01716 | AB CAP FUND, INC. | AB Mid Cap Value Portfolio | 11/30/2024 |
811-01716 | AB CAP FUND, INC. | AB Small Cap Value Portfolio | 11/30/2024 |
811-09687 | AB CORE OPPORTUNITIES FUND, INC. | AB CORE OPPORTUNITIES FUND, INC. | 11/30/2024 |
811-07916 | AB EQUITY INCOME FUND, INC. | AB EQUITY INCOME FUND, INC. | 11/30/2024 |
811-07707 | AB GLOBAL REAL ESTATE INVESTMENT FUND, INC. | AB GLOBAL REAL ESTATE INVESTMENT FUND, INC. | 11/30/2024 |
811-00134 | AB GLOBAL RISK ALLOCATION FUND, INC. | AB GLOBAL RISK ALLOCATION FUND, INC. | 11/30/2024 |
811-10221 | AB TRUST | AB Large Cap Value Fund | 11/30/2024 |
811-10221 | AB TRUST | AB Discovery Value Fund | 11/30/2024 |
811-10221 | AB TRUST | AB International Value Fund | 11/30/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Small Cap Growth Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Balanced Hedged Allocation Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Global Risk Allocation-Moderate Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Dynamic Asset Allocation Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Sustainable Global Thematic Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Relative Value Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB International Value Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Large Cap Growth Portfolio | 12/31/2024 |
811-05398 | AB VARIABLE PRODUCTS SERIES FUND, INC. | AB Discovery Value Portfolio | 12/31/2024 |